DEF 14A of PureCycle Technologies, Inc.
Filed Mar 28, 2025 · FY20240001193125-25-067047
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| | Page | | Compensation Committee Report | 42 | | Compensation Tables | 43 | | 2024 Summary Compensation Table | 43 | | 2024 Grants of Plan-Based Awards | 44 | | Outstanding Equity Awards at 2024 Fiscal Year End | 45 | | 2024 Option Exercises and Stock Vested | 47 | | Potential Payments Upon Termination or Change in Control | 47 | | Securities Authorized for Issuance Under Equity Compensation Plans | 51 | | Equity Compensation Plan Information | 51 | | CEO Pay Ratio | 52 | | Pay versus Performance | 53 | | OTHER MATTERS | 57 | | Stock Ownership of Major Shareholders, Executive Officers and Directors | 57 | | Delinquent Section 16(a) Reports | 59 | | OTHER INFORMATION | 60 | | Proxy Materials | 60 | | Delivery of Proxy Materials to Households | 60 |
PROPOSAL ONE — ELECTION OF DIRECTORS
PROPOSAL ONE — ELECTION OF DIRECTORS The following eight directors have been recommended by our N&CG Committee and approved by our Board. All of the nominees, except for Mr. Gibson, were elected by the shareholders at the 2024 annual meeting of shareholders held on May 8, 2024. Mr. Gibson has been nominated by the Board for election at the Annual Meeting. The nominees will serve for a one-year term until the 2026 annual meeting of shareholders and until their successors are duly elected and qualified or until their earlier death, disability, resignation, disqualification or removal. The Board expects each nominee to be able to serve if elected.
BOARD NOMINEES AND QUALIFICATIONS
BOARD NOMINEES AND QUALIFICATIONS Steven Bouck, 68, joined the Board in 2022. He is an independent director, Chair of the Compensation Committee and member of the Audit and Finance Committee. Mr. Bouck served as the Executive Projects Manager for Waste Connections, Inc., a solid waste services company, from July 2018 until March 2022. Prior to that, Mr. Bouck served in executive leadership roles with Waste Connections as President, from September 2004 to July 2018, and as Executive Vice President and Chief Financial Officer, from February 1998 to September 2004. Mr. Bouck held various positions with First Analysis Corporation, an investment research and private equity firm, from 1986 to 1998, focusing on financial services to the environmental industry. Mr. Bouck holds B.S. and M.S. degrees in Mechanical Engineering from Rensselaer Polytechnic Institute, and a Master in Business Administration in Finance from the Wharton School of Business. The Company believes that Mr. Bouck is well qualified to serve as a member of the Board due to his corporate leadership experience, particularly in the environmental industry. Tanya Burnell, 48, joined the Board in 2021. She is an independent director, Chair of the Audit and Finance Committee and a member of the Compensation Committee. Since 2021, Ms. Burnell has served as Vice President, Growth Equity and Sustainability, of CC Industries, Inc., an affiliate of Henry Crown and Company, a privately owned investment company. In her role, Ms. Burnell focuses primarily on sourcing and executing new investment opportunities, and providing strategic, financial and operational oversight to operating companies. From 2013 to 2021, Ms. Burnell served as a Director of CC Industries, Inc. Previously, Ms. Burnell was a Director and Co-Head of Corporate Development for UL Solutions, a global safety science company, and held various positions in the Investment Banking Division of Citigroup, a global financial institution. Ms. Burnell holds a Bachelor of Science in Business Administration from the University of Richmond, and a Master of Business Administration from the University of Chicago Booth School of Business. The Company believes that Ms. Burnell is well qualified to serve as a member of the Board due to her expertise and experience in finance, operational oversight, and strategy. Ms. Burnell is the director designated by Pure Crown (as defined below) pursuant to the letter agreement described under “Director Nominations—Agreements to Nominate Certain Directors.” Daniel Coombs, 68, joined the Board in 2022 and currently serves as Chairman of the Board and Chair of the Operational Excellence Committee. Prior to joining PureCycle’s Board, Mr. Coombs most recently served from January 2017 through July 2020 as executive vice president global manufacturing, projects and refining for LyondellBasell Industries N.V., a multinational chemical company and licensor of polyethylene and polypropylene technologies. Mr. Coombs previously served as executive vice president for LyondellBasell’s global business lines: olefins and polyolefins from January 2016 to January 2017, intermediates and derivatives from May 2015 to January 2016, and technology from May 2015 to September 2018. Mr. Coombs previously spent 37 years at Chevron Phillips Chemical Company, a petrochemical company, and Phillips Petroleum, a petroleum company, serving as senior vice president global manufacturing from December 2013 to May 2015, specialties, aromatics and styrenics from January 2012 to November 2013, and deputy general manager, Qatar Chemical Company, a chemical and plastics company from 2010 through 2011. Mr. Coombs earned his Bachelor of Science in Chemical Engineering from The Ohio State University, a Master of Science from the University of Tulsa and a Master of Business Administration from Texas A&M University. Mr. Coombs is an American Institute of Chemical Engineers Foundation Trustee and Chairman for the Corporate Council. In addition, Mr. Coombs is a registered professional engineer. The Company believes that Mr. Coombs is well qualified to serve as a member of the Board due to his broad experience in the chemicals and plastics industries. Mr. Coombs served as Executive Chairman from August 2022 through August 5, 2024, and from his appointment in 2022 through the Annual Meeting on May 8, 2025, will have served as one of two directors designated by Sylebra Capital (as defined below) pursuant to the Board Representation Agreement (as defined below) described under “Director Nominations—Agreements to Nominate Certain Directors.” Jeffrey Fieler, 55, joined the Board in 2021. He is an independent director, Chair of the N&CG Committee and a member of the Compensation Committee. From December 1, 2023, through February 18, 2024, Mr. Fieler served as PCT’s interim Chief Financial Officer. Since 2023, Mr. Fieler has served as a senior advisor to Sylebra Capital, LLC. Since June 2021, Mr. Fieler has also served as the Chief Investment Officer and Portfolio Manager of Veztemida Capital Management, an asset manager. From June 2010 to March 2018, Mr. Fieler served as the Founder and Portfolio Manager of Sylebra Capital, a global investment manager, where he managed an active portfolio in the global technology, media and telecommunications sectors with assets under management in excess of $1.5 billion. From May 2003 until June 2010 Mr. Fieler was at Coatue Management, a global investment manager, where he managed investment research and portfolio positions related to the Internet, Media and Telecom industries. He served as partner of Coatue Management from May 2003 until January 2007 and as a Senior Partner from January 2007 until June 2010. From March 2000 until May 2003, Mr. Fieler was a Managing Director and Senior Internet Analyst at Bear Stearns, an investment bank. Mr. Fieler has a Master in Business Administration from the New York University Stern School of Business and a B.A. from Brown University. The Company believes that Mr. Fieler is well qualified to serve as a member of the Board due to his broad experience in finance and investing. Mr. Fieler is one of two directors designated by Sylebra Capital pursuant to the Board Representation Agreement described under “Director Nominations—Agreements to Nominate Certain Directors.” Daniel Gibson, 44, is nominated to join the Board at the 2025 Annual Meeting of Shareholders. Mr. Gibson is the Co-Founder, Chief Investment Officer and Managing Partner of Sylebra Capital Management, a global investment manager founded in 2011 to invest in global public equities with a focus on technology, media and telecommunications (TMT) companies in the early stages of their life cycle. Previously Mr. Gibson was a Partner at Coatue Management, a global investment manager, following a career in private equity and investment banking. Mr. Gibson received a B.A. in economics from Amherst College. Since 2018, in addition to his roles at Sylebra, Mr. Gibson has served as a director of Impinj, Inc. (NASDAQ: PI), a leading RAIN RFID provider and Internet of Things pioneer, serving as a member of both the Audit and Compensation committees. Mr. Gibson will be one of two directors designated by Sylebra Capital pursuant to the Board Representation Agreement described under “Director Nominations—Agreements to Nominate Certain Directors” Mr. Gibson would be one of two directors designated by Sylebra Capital pursuant to the Board Representation Agreement described under “Director Nominations—Agreements to Nominate Certain Directors.”
BOARD NOMINEES AND QUALIFICATIONS
Allen Jacoby, 58, joined the Board in 2022. He is an independent director, a member of the N&CG Committee, and the Lead Independent Director (“LID”) since May 2022. Mr. Jacoby serves as Executive Vice President and President, Textiles for Milliken and Company (“Milliken”), an American industrial manufacturer. From 2021 through 2024, Mr. Jacoby served as Chief Strategy Officer, Senior Vice President of Corporate Development and Head of Innovation at Milliken. He was the Senior Vice President of the Plastics Additives business from May 2013 to June 2021, and the Business Manager of Industrial Textiles, from September 2009 to May 2013. Mr. Jacoby has served on the boards of the Plastics Industry Association and The Alliance to End Plastic Waste. Mr. Jacoby has a bachelor’s degree in Chemical Engineering from Purdue University and a Masters of Business Administration from The Wharton Business School, with dual majors in finance and entrepreneurial management. The Company believes that Mr. Jacoby is well qualified to serve as a member of the Board due to his more than 30 years of leadership experience in the chemicals and plastics industries in research and development, sales, manufacturing, business leadership, strategy and mergers and acquisitions. Fernando Musa, 59, joined the Board in 2021. He is an independent director and is a member of the Audit and Finance Committee and Operational Excellence Committee. Mr. Musa served as PureCycle’s Lead Independent Director from March 2021 until May 2022. Since March 2020, Mr. Musa has served as an Operating Partner of Advent International, a global private equity firm. Since March 2020, he has served as a Senior Advisor of Bain & Company, a global management consultancy firm, and from March to December 2020 was a member of the Advisory Board of Oxiteno, a multinational manufacturer of surfactants and chemicals. Previously, Mr. Musa served as the Global Chief Executive Officer of Braskem S.A., a petrochemical company, from May 2016 to December 2019, as CEO of Braskem America from May 2012 to April 2016, and as Braskem’s Vice President of Planning and Business Development in 2011. In 2010, Mr. Musa was responsible for Braskem’s Quattor Planning and Integration process. Prior to joining Braskem, Mr. Musa was a Partner of Pragma Gestão de Patrimônio Ltda., a wealth management firm, from 2008 to 2009. From 1998 to 2007, Mr. Musa was Managing Partner and Co-Head of the Latin American Practice of Monitor Group, a multinational strategy consulting practice. From 1997 to 2001, Mr. Musa served as Founding Partner of MGDK, a local consulting firm focused on turnaround and venture capital. In 1995 and 1996, Mr. Musa was a Strategic Planning Director at Editora Abril, a publishing and printing company, and was a Business Analyst and Engagement Manager at McKinsey, a worldwide management consulting firm, from 1990 to 1995. Mr. Musa also participated in the Management Trainee Program at The Dow Chemical Company in 1989. Mr. Musa received a degree in Mechanical Engineering from the Instituto Tecnológico da Aeronáutica in 1988 and also received a Master in Business Administration from Insead in 1992. The Company believes that Mr. Musa is well qualified to serve as a member of the Board due to his vast experience in the chemical industry and his over 30 years of experience in strategic management and finance in leadership roles. Dustin Olson, 48, serves as the Company’s Chief Executive Officer since August 9, 2022, and is a member of the Operational Excellence Committee. Prior to his appointment to Chief Executive Officer, Mr. Olson served as PCT’s Chief Operating Officer, from March 9, 2022, to August 9, 2022, and Chief Manufacturing Officer from January 2021. Previously, Mr. Olson served as the Vice President of Advanced Polymer Solutions of LyondellBasell, a multinational chemical company and licensor of polyethylene and polypropylene technologies, from August 2018 to December 2020, where he had commercial responsibilities for all advanced polymer solution activities across Asia-Pacific, Africa, the Middle East and India. From June 2017 to August 2018, Mr. Olson served as LyondellBasell’s Director of Polypropylene Compounds, where he was commercially and functionally responsible for polypropylene compounds activities across Asia-Pacific, Africa, the Middle East and India. In addition, Mr. Olson also served as Director of Manufacturing for Compounding, Catalyst and Ethanol for LyondellBasell from June 2015 to June 2017, where he was responsible for all compounding, catalyst and ethanol manufacturing activities across the Americas. Mr. Olson received a B.S. in Chemical Engineering from the University of Missouri-Rolla, a Master in Chemical Engineering from the University of Houston, and a Master in Business Administration from Rice University’s Jesse H. Jones Graduate School of Management. The Company believes that Mr. Olson is well qualified to serve as a member of the Board due to his vast experience in the chemicals and plastics industries business leadership and strategy.
Director Compensation
Director Compensation Our director compensation program is intended to attract, retain, and reward highly qualified non-employee Board members and to align their interests with the long-term interests of our shareholders. The Compensation Committee annually reviews and considers information from its independent compensation consultant regarding the form and amount of compensation paid among peers, using the same group of companies as used to assess executive compensation. Informed by this review, the Compensation Committee makes recommendations to the Board for approval, if changes are determined appropriate. In furtherance of these objectives, our non-employee directors receive a combination of equity-based compensation in the form of restricted stock units (“RSUs”), and cash compensation. Non-employee directors received an annual grant of RSUs on May 8, 2024, with a targeted value of $125,000. For purposes of the 2024 RSU grants, the number of RSUs was calculated using the average of the closing price of the Company’s common stock as reported on the Nasdaq Exchange for the twenty consecutive trading days prior to the May 8, 2024, grant date. The RSUs generally vest on the earlier of one year following the grant date or the regular annual meeting of shareholders, which occurs in the calendar year following the calendar year in which the grant occurs. Directors who also serve as executive employees do not receive any compensation for their service on the Board. Non-employee directors also receive cash compensation for service on committees, as Chairman, and as lead director. In 2024, upon Mr. Coombs’ transition from Executive Chairman to non-executive Chairman of the Board, the Board approved an annual Chairman retainer of $80,000. Additionally, upon the creation of the Operational Excellence Committee in July 2024, the Board approved a $15,000 annual retainer for the Operational Excellence Committee Chair and a $10,000 annual retainer for each of the non-employee, non-Chair members of the Operational Excellence Committee. No other changes were made to the director compensation program for 2024. The annual cash compensation for the Board members is set forth below:
Director Compensation
| Annual Fees | | | Base Cash Retainer | $75,000 | | Lead Independent Director | $35,000 | | Chairman of the Board | $80,000 | | Audit and Finance Committee Chair | $30,000 | | Compensation Committee Chair | $20,000 | | Nominating and Corporate Governance Committee Chair | $15,000 | | Operational Excellence Committee Chair | $15,000 | | Non-Chair Audit and Finance Committee Members | $15,000 | | Non-Chair Compensation Committee Members | $10,000 | | Non-Chair Nominating & Corporate Governance Committee Members | $7,500 | | Non-Chair Operational Excellence Committee Members | $10,000 |
Director Compensation
We do not provide any tax gross-ups to our non-employee directors, all of whom are solely responsible for their respective tax obligations as a result of their equity and cash compensation for Board service. Non-employee directors are reimbursed for reasonable expenses incurred in connection with their activities as directors, including attendance at director-education seminars and conferences. The following table sets forth the total compensation for our directors (other than Messrs. Olson and Fieler) for 2024. Information regarding compensation paid to our directors who are also named executive officers, including Messrs. Olson and Fieler (who served as Interim Chief Financial Officer for a period in 2024), is not included in the table below and is instead set forth in the 2024 Summary Compensation Table.
2024 Director Compensation
2024 Director Compensation
2024 Director Compensation
| | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Steven Bouck | $110,000 | $115,324 | | $225,324 | | Tanya Burnell | $115,000 | $115,324 | | $230,324 | | Dan Coombs(4) | $77,083 | $115,324 | $503,223 | $695,630 | | Allen Jacoby | $123,125 | $115,324 | | $238,449 | | Fernando Musa | $104,375 | $115,324 | | $219,699 |
2024 Director Compensation
| 1 | Fees paid in calendar year 2024. |
2024 Director Compensation
| 2 | Reflects the grant date fair value of 2024 RSU awards, calculated in accordance with FASB ASC Topic 718. For information regarding assumptions used in calculating these values, see Note 5 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. As of December 31, 2024, the non-employee directors held the following outstanding stock awards: Mr. Bouck, 24,177 RSUs; Ms. Burnell, 24,177 RSUs; Mr. Coombs, 24,177 RSUs; Mr. Jacoby, 24,177 RSUs; and Mr. Musa, 24,177 RSUs. |
2024 Director Compensation
| 3 | For Mr. Coombs, the amount in this column reflects cash amounts received in his role as Executive Chairman. |
2024 Director Compensation
| 4 | Mr. Coombs was appointed to our Board on June 1, 2022, as an independent director. From August 5, 2022, through August 4, 2024, Mr. Coombs served as the Company’s Executive Chairman. Effective August 5, 2024, Mr. Coombs was appointed as non-independent Chairman of the Board and will receive an additional annual retainer of $80,000. While serving as Executive Chairman, Mr. Coombs received a pro-rated base salary at an annual rate of $450,000. In addition, Mr. Coombs was eligible for the regular annual director RSU award described above for 2024, which was granted on May 8, 2024, and is reported in the “Stock Awards” column. |
Leadership Structure
Leadership Structure Our Corporate Governance Guidelines permit the roles of Chair and CEO to be filled by the same or different individuals, driven by the Company’s strategic needs, but note the intention to continue to separate the roles. This flexibility allows the Board to determine whether the two roles should be combined or separated based upon our needs and the Board’s assessment of its leadership from time to time. To best leverage the diverse perspectives of the Board members and promote effective oversight, our Board regularly reviews its leadership structure and the standing committees’ responsibilities and composition. Our Board leadership structure is currently composed of a Non-Executive Chairman (“Chairman”), a LID, independent Audit and Finance, N&CG and Compensation Committees, an Operational Excellence Committee (comprised of independent and non-independent directors) and the CEO. The Board believes this leadership structure effectively allocates authority, responsibility, and oversight between management and our Board’s independent members and also enhances our CEO’s accountability to the Board. The leadership structure with the division of responsibilities described below supports the Board’s risk oversight efforts because it enables the Chairman to support both the Board and the CEO with balancing long-term strategic development and operations planning and implementation as we continue to expand and begin commercial production of our recycled polypropylene (“PureFive™”) resin. Mr. Coombs serves as the Board’s Chairman. As with determining the Board’s leadership structure, the Chairman’s responsibilities are driven by the Company’s needs. Mr. Coombs’ activities include, but are not limited to, the following:
Leadership Structure
| • | Serves as a liaison between the Board and CEO. |
Leadership Structure
| • | Serves in a strategic and leadership capacity and provides CEO oversight and support in PureCycle’s ramp up in PureFive resin production. |
Leadership Structure
Mr. Jacoby currently serves as the Board’s Lead Independent Director. The LID’s activities include, but are not limited to, the following:
Leadership Structure
| • | Develop, in collaboration with the Chairman and CEO, an annual set of topics to be addressed in Board agendas with a focus on the areas of board responsibility. |
Leadership Structure
| • | Review and consult with the Chairman on the quality, quantity and timeliness of information sent to the Board. |
Leadership Structure
| • | Preside over executive sessions of independent Board members. |
Leadership Structure
| • | Lead the Board’s evaluation of the CEO. |
Leadership Structure
| • | Call meetings of the independent members of the Board. |
Leadership Structure
| • | Communicate feedback to the Chairman from sessions of the independent directors. |
Leadership Structure
| • | Provide advice and counsel to the Chairman and other senior management, where appropriate. |
Leadership Structure
| • | Maintain availability for communications with major shareholders and other stakeholders, as appropriate. |
Leadership Structure
| • | Consult with the Chairman on the retention of outside consultants retained specifically for the Board and authorize the retention of consultants when engagement for directors at the exclusion of the Chairman is deemed appropriate in the LID’s judgment. |
Leadership Structure
| • | Coordinate with the Chairman on development of crisis management procedures. |
Leadership Structure
| • | Serve as interim chairman in the event of an unforeseen vacancy in the Board Chairmanship. |
Board Committees
| • | review and recommend director compensation; |
Incentive awards capped
Incentive awards capped Compensation under our LTI and STI program is individually capped at 200% of target. We believe a maximum 2x multiple for incentive compensation, requiring significant performance above target, provides appropriate upside potential while also serving as a key risk mitigator in our plan.
Independent Compensation Consultant
Independent Compensation Consultant The Compensation Committee engages an external compensation consultant, who reports directly to the Compensation Committee and provides competitive market data, analysis and other resources to assist with our overall executive compensation strategy. For 2024, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant to assist the Compensation Committee with designing executive and director compensation, as well as compensation for our executive officers, consistent with market practices and our selected peer group, including compensation philosophies, strategies, pay levels, decision-making processes, and other matters within the scope of the Compensation Committee’s responsibilities. FW Cook does not perform any other work for us, does not trade our stock, has independence policies that are reviewed annually and will proactively notify the Compensation Committee chair of any potential or perceived conflicts of interest. For 2024, the Compensation Committee found FW Cook had no conflicts of interest and deemed them independent.
Peer Group for Executive Compensation
Peer Group for Executive Compensation We used data from a peer group to assist the Compensation Committee in setting each NEO’s compensation, and we generally seek to approximate the median of our peer group (described below) with respect to the total direct compensation (base salary, target STI, and target LTI) of our NEOs. However, given our status as company with limited revenue at this juncture and the need to retain key talent, 2024 LTI awards to our NEOs were generally designed to exceed this level. Further, market data is just one of several factors that we examine in determining compensation levels and determining design and market levels based on PureCycle’s status as a newly operating company. Our NEO Pay may be above or below market based on other factors, including an individual NEO’s performance, experience, responsibilities or tenure in a role, any special skills and market demand. The composition of the peer group is evaluated based on various objective and subjective criteria including the following:
Peer Group for Executive Compensation
| • | Competitors for Business—industry competitors; companies subject to similar economic opportunities and challenges; |
Peer Group for Executive Compensation
| • | Competitors for Talent—direct and related industry companies in which PureCycle could reasonably compete for executive talent; |
Peer Group for Executive Compensation
| • | Scale—public companies of similar market cap and the Company’s expected revenue size once operational, but companies may exceed this size range if direct competitors are in a niche industry; |
Peer Group for Executive Compensation
| • | Niche Industry—PCT operates in a niche industry where direct competitors include private companies and subsidiaries of large conglomerates. Given the limited number of direct competitors of appropriate scale, some companies that operate in the clean technology space and those along the supply chain for renewable waste product companies are included, as including such companies outside the Company’s core industry is necessary to provide a statistically relevant sample set; and |
Peer Group for Executive Compensation
| • | IPO/SPAC—As a post-SPAC business combination public company, PCT remains a pre-revenue company, which impacts scaling of potential peer companies. SPACs are often emerging growth companies with limited pay disclosure, which eliminates some of them as potential peers for pay benchmarking purposes at this time. |
Peer Group for Executive Compensation
In 2023, the Compensation Committee re-evaluated its peer group. Following consultation with FW Cook, in early 2024 the Compensation Committee removed one peer company, Archaea Energy Inc., as it was acquired by BP p.l.c. The revised peer group for compensation decisions for our NEOs and consists of the following companies:
Peer Group for Executive Compensation
| 2024 Peer Group | | | | | AdvanSix Inc. | Casella Waste Systems, Inc. | Heritage-Crystal Clean, Inc.* | Montrose Environmental Group, Inc. | | Amyris, Inc.* | Danimer Scientific, Inc.* | Li-Cycle Holdings Corp.* | Origin Materials, Inc. |
Peer Group for Executive Compensation
| 2024 Peer Group | | | | | Bloom Energy Corporation | Energy Recovery, Inc. | Tredegar Corporation | Rio Tinto (acquired Aracadium Lithium following a merger between Allkem and Livent)** | | Loop Industries, Inc. | Trex Company, Inc. | | |
Peer Group for Executive Compensation
| * delisted following peer group analysis |
Peer Group for Executive Compensation
| ** acquisition following peer group analysis |
Overview – What We Pay and Why
| Element | Key Characteristics | Purpose | 2024 Changes | | Base Salary | Fixed amount paid in cash, reviewed annually. | Provides fixed income that is market competitive and reflective of the executive’s role and experience to help attract and retain executive talent. | No significant changes. | | STI | Variable compensation, generally paid in cash, and subject to pre-established annual financial and operational targets and personal performance. | Incent executives to achieve and exceed annual financial and strategic objectives. | Transitioned to a new metric under 2024 STI program: Ironton EBITDA. | | LTI | Variable compensation, with multi-year vesting schedules and a mix of performance stock awards (“PSUs”) (based on achievement of three-year goals), stock options that vest after three years, and RSUs that vest ratably over four years. | Align interest of executives with shareholders and serve as an appropriate retention tool. | No significant changes. | | Benefits | Includes medical, dental, vision, short-term and long-term disability, and certain other benefits. | Competitive health and welfare benefits. | No significant changes. | | Perquisites | Designed not to represent a significant part of annual compensation. | Provide certain benefits to our executives designed to ensure ability to meet the rigors associated with an executive position of a publicly listed company. | No significant changes. |
Base Salary
Base Salary We set base salaries for new executive officers at the time of hire and review base salaries for our executive officers on an annual basis to help ensure they remain market competitive and consistent with our peer group, and reflect the scope and responsibility of their positions, as well as their prior experiences. Base salaries for 2024 for our NEOs were reviewed and discussed at a regular meeting of the Compensation Committee and remained unchanged from 2023 base salaries, except for Mr. Kalter’s, which was increased in October 2024 in connection with an expansion of his role to include Chief Compliance Officer responsibilities. Base salary for the CEO is recommended by the Compensation Committee and approved by the Board. We also review base salaries upon a meaningful change in an executive officer’s responsibilities or role. We take into consideration several factors in setting initial base salary or when annually reviewing base salaries for our executive officers, including current base salary; positioning relative to competitive market data and peer companies; scope of the position; prior professional experience; and internal pay comparisons. The fiscal 2024 base salaries, determined by the Compensation Committee based on its consideration of those factors, and any percent increase over the fiscal 2023 base salaries, are provided in the table below.
Annual Cash Incentives
Annual Cash Incentives
STI Overview
STI Overview Our annual incentive compensation program is designed to motivate and reward PCT employees, including the NEOs, to create long-term value by achieving key short-term business objectives. The inclusive design is intended to align and motivate our entire PCT team to diligently pursue and prioritize achieving PCT’s annual performance objectives. We set annual incentive compensation targets hierarchically starting with a multiple of base salary. The Compensation Committee annually reviews and determines each NEO’s cash incentive opportunity, the payout of which is based on achievement of pre-established overall Company operational and strategic goals (a company performance element) and each NEO’s individual contributions toward the Company strategic objectives (an individual qualitative performance element). If appropriate, the Compensation Committee may review and adjust performance criteria during the year. Actual NEO cash incentives earned may be more or less than the target amount depending on a combination of company and individual performance. The Compensation Committee evaluates NEO performance based on both an objective analysis and subjective analysis: (a) objective analysis is a fixed formula result, which includes reviewing detailed financial models showing variations in compensation at differing levels of achievement and (b) subjective analysis is the Compensation Committee’s assessment of the objective analysis result in context of contributions toward strategic or operational objectives and actual value realized—meaning the Compensation Committee, in its judgement, may exercise discretion, positive or negative, to adjust the total value of incentive compensation in light of financial and non-financial performance. The Compensation Committee believes our STI program structure aligns with strategic priorities and underscores the importance of both financial and non-financial performance and successfully motivates employees, including NEOs, to achieve holistic performance that both promotes PCT’s long-term value opportunities for our shareholders and is reasonable in relation to actual annual performance. Actual STI payouts can range from 0% (if threshold levels of performance are not met) to 200% of the target award (if maximum levels of performance are met for all of the performance measures). When determining the target award for each NEO, the Compensation Committee generally references the median of our peer group for target total cash compensation (sum of base salary and target annual cash incentive) for the position in which such NEO serves. The annual award for the CEO is recommended by the Compensation Committee and approved by the Board.
2024 Short-Term Cash Incentive Award Targets
2024 Short-Term Cash Incentive Award Targets The 2024 STI design provided NEOs with an opportunity to earn cash incentive payments based on Company performance goal achievements (weighted at 70%) and individual performance achievement (weighted at 30%), with potential payouts ranging from 0% to 200% of target. The Compensation Committee approved the fiscal 2024 award opportunities for our NEOs under the Company’s STI program as set forth below (which, where applicable, were unchanged, as percentages of base salary, from 2023 award opportunities):
2024 Short-Term Cash Incentive Award Targets
| Name | Base Salary ($) | Target Payout (as a % of Base Salary) | 2024 STI Target Award | | Dustin Olson | $773,000 | 100% | $773,000 | | Jaime Vasquez | $510,000 | 70% | $357,000 | | Jeffrey Fieler(2) | N/A | N/A | N/A | | Brad Kalter | $448,800 | 70% | $292,779(1) |
2024 Short-Term Cash Incentive Award Targets
| 1 | Target STI award for Mr. Kalter reflects pro-ration based on salary change that occurred during 2024. |
2024 Short-Term Cash Incentive Award Targets
| 2 | Inapplicable to Mr. Fieler. For more information about Mr. Fieler’s compensation for his I-CFO role, see, “2024 Key Leadership Changes” above and the discussion below. |
2024 Short-Term Cash Incentive Award Targets
2024 Short-Term Cash Incentive Award — Performance Criteria. For the strategic Company performance criteria, representing 70% of each NEO’s weighted STI target, the Compensation Committee established the following performance goals under the 2024 STI program for the NEOs:
2024 Short-Term Cash Incentive Award Targets
| Performance Metric and Weighting | Threshold (50%) payout | Level of Performance Target (100% payout) | Maximum (200% payout) | | Generate Sufficient Positive Ironton EBITDA | Three cumulative months of breakeven Ironton EBITDA at Ironton w/o corporate allocation deductions | Six months cumulative Ironton EBITDA better than $15 million at Ironton w/o corporate allocation deductions | Six months cumulative Ironton EBITDA better than $30 million at Ironton w/o corporate allocation deductions |
2024 Short-Term Cash Incentive Award Targets
For purposes of the STI award, Ironton EBITDA is calculated as earnings before interest, taxes, depreciation, and amortization associated with the Ironton facility, excluding corporate allocation deductions. The STI awards were designed so that if performance achievement was between threshold and target, or target and maximum, the payout amounts would be determined based on straight-line interpolation. The Compensation Committee did not establish any specific goals for the individual performance element for 2024 and instead planned to evaluate the NEOs based on their overall contributions toward the Company strategic objectives and, with respect to NEOs other than the CEO, based on recommendations from the CEO.
2024 Short-Term Cash Incentive Award Payout Determinations
2024 Short-Term Cash Incentive Award Payout Determinations 2024 was another challenging year as our PureCycle team worked diligently to effectively and efficiently scale our novel recycling technology. While we realized several key milestones, the pace of our progress continued to be incremental, resulting in below threshold Ironton EBITDA performance.
Strategic Company Performance Review
| Performance Metric | Actual Results | Formulaic Payout Percentage for each Metric | Metric Weight | Final Weighted Payout Percentage | | Generate Sufficient Positive Ironton EBITDA | Below threshold(1) | 0% | 100% | 0% | | Total Strategic Company Performance Goals Payout % | | | | 0% |
Strategic Company Performance Review
| 1 | Because Ironton EBITDA was negative for the period, no amounts were earned, therefore, the percentage payout is zero. |
Individual Performance Achievements
| Name | 2024 STI Target Award | Total Payout % (as a % of Target) | Actual STI Payout | | Dustin Olson | $773,000 | 0% | $0 | | Jaime Vasquez | $357,000 | 0% | $0 | | Jeffrey Fieler(1) | N/A | N/A | N/A | | Brad Kalter | $292,779 | 0% | $0 |
Long-Term Incentive Equity Awards
Long-Term Incentive Equity Awards
LTI Overview
LTI Overview We believe our LTI program opportunities, along with our stock ownership guidelines, align the interests of our executive officers with the interests of our shareholders. We provide our NEOs an opportunity to earn market and peer group competitive long-term incentives in the form of PSU, stock option and RSU awards. In determining the size of these long-term incentive awards for each NEO, we consider market data, the scope and complexity of the executive’s position, experience, and internal pay comparisons. For fiscal 2024, the Compensation Committee again determined that the LTI awards for our NEOs (other than Mr. Fieler) would be allocated as follows: PSUs (25%), stock options (25%), and RSUs (50%). These LTI awards were approved by the Compensation Committee (and recommended to the Board by the Compensation Committee for the CEO) at its regular meeting held in the first fiscal quarter. We believe this allocation of equity awards provides an appropriate balance between rewarding achievement of Company-specific performance measures and delivering long-term incentive value through stock performance.
PSU Awards
PSU Awards PSU awards are paid out in shares of our common stock following completion of a three-year performance period if certain performance goals are achieved as determined by the Compensation Committee. The Compensation Committee establishes performance measures and weighting for the entire three-year performance period, as well as thresholds and maximums. Factors the Compensation Committee considers when establishing the performance goals for the three-year period include our status as a pre-revenue company, as well as near-term and long-term strategic goals. At the end of the three-year performance period, we expect management to present a summary of performance against the performance goals and the Compensation Committee to make a final determination of actual achievement against these goals. Actual payouts can range from 0% (if the threshold performance levels are not met) to 200% of the target award (if maximum performance levels are met). The PSUs granted in 2024 will be earned based on achievement of three weighted pre-established performance objectives related to (i) value creation (weighted 40%) (ii) domestic project growth (weighted 30%), and (iii) advance growth projects (weighted 30%), and will vest on the date the attainment of such performance objectives is determined by the Compensation Committee (or, with respect to the CEO, by the Board), subject to the participant’s continued employment with the Company through December 31, 2026. The actual number of shares (if any) issued in settlement of the PSUs may range from 50% (if threshold performance is achieved) to 200% of target. In general, we do not disclose the specific, forward-looking goals that we established for the 2024 PSUs because (1) these goals relate to executive compensation to be earned and/or paid in future years and do not affect a fair understanding of the NEOs’ compensation for 2024 and (2) we believe that disclosure of such goals while the applicable performance period is ongoing would cause us competitive harm. However, we expect to disclose such goals in future proxy statements once the applicable performance periods have ended as part of our discussion of the amounts earned by our NEOs under these awards.
Settlement of 2022 — 2024 PSU Award
Settlement of 2022 — 2024 PSU Award Due to operational scaling challenges discussed above, the Company did not meet 2022-2024 LTI minimum performance threshold objectives. Applicable NEO PSUs were therefore forfeited and returned to the pool of shares eligible for award under the Plan. The table below shows the applicable goals, achievements and actual results with respect to the 2022-2024 PSU awards. For purposes of such awards, “product produced” means pounds of purified polypropylene resin and co-products produced. “EBITDA” means earnings before income taxes, depreciation and amortization for the consolidated Company.
Settlement of 2022 — 2024 PSU Award
| 2022-2024 PSU Metric - Goals | Weighting | Threshold 50% | Target 100% | Maximum 200% | | Product produced by end Q4 2024 (MM lbs)(1) | 50% | 350MM | 625MM | >700MM | | EBITDA(1) | 50% | $150MM | $268MM | >$350MM |
Settlement of 2022 — 2024 PSU Award
| 1 | Goals (threshold, target and maximum) for product produced (includes co-products) and EBITDA are based on cumulative performance across the three-year performance period. |
Settlement of 2022 — 2024 PSU Award
| 2022-2024 PSU Metric - Achievement | Weighting | FY 2022 | FY 2023 | FY 2024 | 2022-2024 | Final Attainment | | Product produced by end Q4 2024 (MM lbs) | 50% | — | — | 7 | 7 | 0% | | EBITDA (MM) | 50% | $(84)MM | $(65)MM | $(206)MM | $(355)MM | 0% |
Non-qualified Stock Options
Non-qualified Stock Options In 2024, the Compensation Committee allocated 25% of NEO long term incentive compensation in the form of a non-qualified stock option with a ten-year term, that cliff vests at the end of a three-year period. The Company believes stock options are an effective mechanism to link executive compensation to long-term company performance because their value is realized through an increase in the market value of the Company’s common stock, thereby linking that element of compensation to Company performance. In determining the grant date fair values of these option awards we use the Black-Scholes option pricing model with the following assumptions: expected annual dividend yield, expected volatility, risk-free rate of return, expected option term (in years).
Restricted Stock Unit Awards
Restricted Stock Unit Awards The Compensation Committee also grants RSUs. RSU awards generally vest in four equal annual installments following the grant date, in each case subject to the participant’s continued employment with the Company through the applicable vesting date. We believe that the RSU awards serve as an important retention tool for our executive officers and that the long-term value of such awards aligns our executive officers’ goals with those of our shareholders. Our NEOs received the following long-term incentive award opportunities in 2024:
Restricted Stock Unit Awards
| | | Awards | | | | NEO | Target LTI Value ($)(1) | Options | PSUs | RSUs | | Dustin Olson | $2,700,000 | 148,351 | 151,685 | 303,370 | | Jaime Vasquez | $637,500 | 35,027 | 35,814 | 71,629 | | Jeffrey Fieler(2) | N/A | | | | | Brad Kalter(3) | $745,900 | 28,021 | 28,651 | 92,303 |
Restricted Stock Unit Awards
| 1 | Each of Messrs. Vasquez’s and Kalter’s initial 2024 LTI target value is based on 125% of their initial base salary rates in 2024 as approved by the Compensation Committee. Mr. Olson’s target is not based on a percentage of his base salary, rather it is the listed pre-determined amount. |
Restricted Stock Unit Awards
| 2 | Inapplicable to Mr. Fieler. For more information about Mr. Fieler’s compensation for his I-CFO role, see, “2024 Key Leadership Changes” above and “Fieler Independent Contractor Agreement” below. |
Restricted Stock Unit Awards
| 3 | In connection with Mr. Kalter’s assumption of the role of Chief Compliance Officer, the Compensation Committee also approved a special equity award for Mr. Kalter with a targeted value equal to $235,900, which resulted in a grant of 35,000 RSUs. Such RSUs generally vest in four equal annual installments following the grant date, in each case subject to Mr. Kalter’s continued employment with the Company through the applicable vesting date. These additional RSUs and associated value are included in the table above. |
Offer Letters
Offer Letters In connection with joining the Company as Chief Manufacturing Officer in January 2021, we provided Mr. Olson with an offer letter outlining the basic terms of his employment, including an initial annual base salary rate of $400,000, a target STIP opportunity equal to 20% of base salary, other customary employee benefits, and relocation expenses reimbursement for up to $100,000. The offer letter also contemplates an anticipated future equity award, expected to be between $1,000,000 and $3,000,000, and expected to be granted following the commissioning of the Ironton Facility. Mr. Olson’s offer letter was not revised in association with his promotion to Chief Operating Officer on March 9, 2022, or his August 5, 2022, appointment as CEO, although certain elements of his compensation were adjusted in connection with those appointments. In connection with his commencement of employment in February 2024, we provided an offer letter to Mr. Vasquez which provided the basic terms of his employment, including an initial annual base salary rate of $510,000, participation in annual and long-term incentive plans and certain customary employee benefits. The offer letter also provided for reimbursement of up to a maximum of $26,000 to establish a residence in the Orlando, Florida area. The offer letter also provides that Mr. Vasquez will participate in the Severance Plan and enter into a restrictive covenant agreement. In connection with his commencement of employment in January 2021, we provided an offer letter to Mr. Kalter that addressed his initial compensation package, but does not have any material ongoing terms.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table provides information regarding the compensation of our NEOs for the 2024, 2023, and 2022 fiscal years, as applicable.
2024 Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Options Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Dustin Olson Chief Executive Officer | 2024 | 773,000 | — | 2,607,465 | 674,997 | — | 18,715 | 4,074,178 | | | 2023 | 758,135 | — | 2,368,410 | 494,356 | 301,470 | 24,195 | 3,946,566 | | | 2022 | 571,355 | 463,864 | 3,218,639 | — | 55,983 | 13,204 | 4,323,045 | | Jaime Vasquez Chief Financial Officer | 2024 | 431,538 | — | 615,648 | 159,373 | — | 28,885 | 1,235,444 | | Jeffrey Fieler Interim Chief Financial Officer | 2024 | — | — | 319,639 | — | — | 83,333 | 402,972 | | | 2023 | — | — | 148,620 | — | — | 100,000 | 248,620 | | Brad Kalter General Counsel, Chief Compliance Officer & Corporate Secretary | 2024 | 417,258 | — | 816,966 | 127,496 | — | 16,563 | 1,378,283 | | | 2023 | 398,154 | — | 730,260 | 152,424 | 110,839 | 22,224 | 1,413,902 | | | 2022 | 394,792 | 223,927 | 608,406 | — | 29,027 | 20,938 | 1,277,090 |
2024 Summary Compensation Table
| 1 | Amounts in this column reflect the aggregate grant date fair values of PSUs, and service-based RSU awards granted by the Company to the NEOs (other than Mr. Fieler) in 2024, in each case calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. For performance-based awards, grant date fair values reflect the value at the grant date based on the probable outcome of the applicable performance conditions. Assuming maximum achievement with respect to the applicable performance conditions, the grant date fair values of the 2024 long-term incentive program PSU awards granted on February 21, 2024, would be as follows: for Mr. Olson, $1,738,310; for Mr. Vasquez, $410,428; and for Mr. Kalter, $328,340. For more information regarding the PSU and RSU awards disclosed in this column, see “Long-Term Incentive Equity Awards” above. For Mr. Fieler, the amount in this column represents his RSU award for services as a director, which would have otherwise been reported in the “Stock Awards” column of the “2024 Director Compensation Table” as well as the following stock awards: 21,336 shares of the Company’s common stock for his service as Interim Chief Financial Officer from January 1, 2024 through February 18, 2024; and 18,181 shares of the Company’s common stock in satisfaction of his pro-rata bonus for his service as Interim Chief Financial Officer. |
2024 Summary Compensation Table
| 2 | Amounts in this column reflect the grant date fair value of the option awards granted by the Company to the NEOs (other than Mr. Fieler) in 2024, calculated in accordance with FASB ASC Topic 718. For information regarding the assumptions used in calculating the value of these awards, see Note 5 (Equity-Based Compensation) to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. See the “2024 Grants of Plan-Based Awards” table for more information on these grants. |
2024 Summary Compensation Table
| 3 | Reflects that there were no cash incentive amounts paid to the NEOs under the Company’s STI program for 2024, as further described above under “2024 Short-Term Cash Incentive Awards.” |
2024 Summary Compensation Table
| 4 | The amounts reported in All Other Compensation column include (a) for Mr. Fieler, cash director compensation and (b) for the other NEOs: (i) relocation expense reimbursement for Mr. Vasquez, (ii) executive physicals for Messrs. Vasquez and Kalter, and (iii) for the other NEOs generally, Company contributions under our 401(k) retirement plan, Company phone reimbursement, and group term life insurance, as reported below: |
2024 Summary Compensation Table
| Name | Director Compensation(a) | Group Term Life | 401(k) Company Match | Executive Physical | Phone Stipend | Relocation | Total | | Dustin Olson | — | $332 | $17,963 | — | $420 | — | $18,715 | | Jaime Vasquez | — | $1,218 | $7,062 | $5,111 | $350 | $15,143 | $28,885 | | Jeffrey Fieler | $83,333 | — | — | — | — | — | $83,333 | | Brad Kalter | — | $953 | $13,800 | $1,390 | $420 | — | $16,563 |
2024 Summary Compensation Table
| (a) This amount represents the cash retainer fees that Mr. Fieler earned for his service as a director during 2024, which would have otherwise been reported in the “Fees Earned or Paid in Cash” column of the 2024 Director Compensation Table. |
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The following table presents additional information regarding plan-based awards granted to our NEOs in fiscal 2024.
2024 Grants of Plan-Based Awards
| Name | Grant Date(1) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | All Other Option Awards: Number of Securities Underlying Options (#)(5) | Exercise or Base Price of Option Awards ($/Sh)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Dustin Olson | 2/21/2024 | 270,550 | 773,000 | 1,546,000 | 75,842 | 151,685 | 303,370 | — | — | — | $869,155 | | | 2/21/2024 | — | — | — | — | — | — | 303,370 | — | — | $1,738,310 | | | 2/21/2024 | — | — | — | — | — | — | — | 148,351 | $5.73 | $674,997 | | Jaime Vasquez | 2/21/2024 | 124,950 | 357,000 | 714,000 | 17,907 | 35,814 | 71,628 | — | — | — | $205,214 | | | 2/21/2024 | — | — | — | — | — | — | 71,629 | — | — | $410,434 | | | 2/21/2024 | — | — | — | — | — | — | — | 35,027 | $5.73 | $159,373 | | Jeffrey Fieler | 2/1/2024 | — | — | — | — | — | — | 13,036 | — | — | $52,665 | | | 2/28/2024 | — | — | — | — | — | — | 18,181 | — | — | $101,268 | | | 3/1/2024 | — | — | — | — | — | — | 8,300 | — | — | $50,381 | | | 5/8/2024 | — | — | — | — | — | — | 24,177 | — | — | $115,324 | | Brad Kalter | 2/21/2024 | 102,473 | 292,779 | 585,558 | 14,325 | 28,651 | 57,302 | — | — | — | $164,170 | | | 2/21/2024 | — | — | — | — | — | — | 57,303 | — | — | $328,346 | | | 2/21/2024 | — | — | — | — | — | — | — | 28,021 | $5.73 | $127,496 | | | 9/23/2024 | — | — | — | — | — | — | 35,000 | — | — | $324,450 |
2024 Grants of Plan-Based Awards
| 1 | The Compensation Committee approved the 2024 LTI awards to each of the NEOs (other than Mr. Fieler) on February 21, 2024, except with respect to Mr. Kalter’s September 23, 2024 award. The LTI awards are generally subject to continued employment through the applicable performance or vesting period. |
2024 Grants of Plan-Based Awards
| 2 | Represent payout opportunities for the NEOs under the 2024 STI program. |
2024 Grants of Plan-Based Awards
| 3 | Represents the potential payout for the PSUs granted on February 21, 2024. For the PSUs, threshold payout is 50% of target and maximum payout is 200% of target, and actual payout is based on three-year operational metrics. |
2024 Grants of Plan-Based Awards
| 4 | For NEOs other than Mr. Fieler, represents the RSU awards for 2024. RSUs are time-based and do not have a performance requirement for vesting. Such time-based awards generally vest 25% per year over 4 years on each of the first four anniversaries of the date of grant. For Mr. Fieler, represents his RSU award for services |
2024 Grants of Plan-Based Awards
| as a director (granted on May 8, 2024), which would have otherwise been reported in the “Stock Awards” column of the “2024 Director Compensation Table” as well as the following stock awards: 21,336 shares of the Company’s common stock for his service as Interim Chief Financial Officer from January 1, 2024 through February 18, 2024 (granted on February 1, 2024 and March 1, 2024); and 18,181 shares of the Company’s common stock in satisfaction of his pro-rata bonus for his service as Interim Chief Financial Officer (granted on February 28, 2024). |
2024 Grants of Plan-Based Awards
| 5 | Represents the number of Options awarded on the grant date, and which cliff vest at the end of a three-year period on February 21, 2027. |
2024 Grants of Plan-Based Awards
| 6 | Represents the grant date fair value, calculated in accordance with FASB ASC Topic 718, based on the closing price of our stock on the date of grant for RSUs and PSUs, and a Black-Scholes value for Options. The values reported in this column for the PSUs were calculated at target. |
Outstanding Equity Awards at 2024 Fiscal Year End
Outstanding Equity Awards at 2024 Fiscal Year End The following table summarizes information about all outstanding unvested equity awards held by our NEOs as of December 31, 2024.
Outstanding Equity Awards at 2024 Fiscal Year End
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Exercise Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(1) | | Dustin Olson | 01/04/2021 | | | | | 2,984(2) | $30,586 | | | | | 07/08/2021 | | | | | 45,153(3) | $462,818 | | | | | 03/02/2022 | | | | | 29,412(4) | $301,473 | | | | | 05/20/2022 | | | | | 10,883(5) | $111,551 | | | | | 08/05/2022 | | | | | 56,666(6) | $580,827 | | | | | 03/22/2023 | 0 | 169,300(7a) | 5.72 | 03/22/2033 | | | | | | | 03/22/2023 | | | | | | | 65,789(7b) | $674,337 | | | 03/22/2023 | | | | | 197,368(7c) | $2,023,022 | | | | | 02/21/2024 | 0 | 148,351(8a) | 5.73 | 02/21/2034 | | | | | | | 02/21/2024 | | | | | | | 75,843(8b) | $777,391 | | | 02/21/2024 | | | | | 303,370(8c) | $3,109,543 | | | | Jaime Vasquez | 02/21/2024 | | | | | | | 17,907(8b) | $183,547 | | | 02/21/2024 | 0 | 35,027(8a) | 5.73 | 02/21/2034 | | | | | | | 02/21/2024 | | | | | 71,629(8c) | $734,197 | | | | Jeffrey Fieler | 05/08/2024 | | | | | 24,177(10) | $247,814 | | | | Brad Kalter | 07/08/2021 | | | | | 18,754(3) | $192,229 | | | | | 03/02/2022 | | | | | 21,009(4) | $215,342 | | | | | 03/22/2023 | 0 | 52,200(7a) | 5.72 | 03/22/2033 | | | | | | | 03/22/2023 | | | | | | | 20,285(7b) | $207,921 | | | 03/22/2023 | | | | | 60,855(7c) | $623,764 | | | | | 02/21/2024 | 0 | 28,021(8a) | 5.73 | 02/21/2034 | | | | | | | 02/21/2024 | | | | | | | 14,326(8b) | $146,842 | | | 02/21/2024 | | | | | 57,303(8c) | $587,356 | | | | | 09/23/2024 | | | | | 35,000(9) | $358,750 | | |
Outstanding Equity Awards at 2024 Fiscal Year End
| 1 | Based on the closing stock price of $10.25 on December 31, 2024. |
Outstanding Equity Awards at 2024 Fiscal Year End
| 2 | Reflects restricted shares received in satisfaction of the incentive units granted by PureCycle Technologies, LLC to Mr. Olson prior to the Company going public, 25% of which vested on January 4, 2022, and 1/36 of which vest on a monthly basis thereafter. |
Outstanding Equity Awards at 2024 Fiscal Year End
| 3 | RSUs awarded on July 8, 2021, vest at the rate of 25% per year, subject to satisfaction of vesting criteria for the applicable year, with vesting dates of July 8, 2022, July 8, 2023, July 8, 2024, and July 8, 2025. LTI awards are generally subject to continued employment through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| 4 | RSUs awarded on March 2, 2022, vest at the rate of 25% per year, subject to satisfaction of vesting criteria for the applicable year, with vesting dates of March 2, 2023, March 2, 2024, March 2, 2025, and March 2, 2026. LTI awards are generally subject to continued employment through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| 5 | RSUs awarded on May 20, 2022, vest at the rate of 25% per year, subject to satisfaction of vesting criteria for the applicable year, with vesting dates of May 20, 2023, May 20, 2024, May 20, 2025, and May 20, 2026. LTI awards are generally subject to continued employment through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| 6 | RSUs awarded on August 5, 2022, vest at the rate of 25% per year, subject to satisfaction of vesting criteria for the applicable year, with vesting dates of August 5, 2023, August 5, 2024, August 5, 2025, and August 5, 2026. LTI awards are generally subject to continued employment through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| 7a | Non-qualified options awarded on March 22, 2023, cliff vest on March 22, 2026, and expire in 2033. |
Outstanding Equity Awards at 2024 Fiscal Year End
| 7b | PSUs awarded on March 22, 2023, become eligible to vest upon Compensation Committee certification of achievement of performance metrics for the three-year performance period ending on December 31, 2025. LTI awards are generally subject to continued employment through the applicable vesting period. |
Outstanding Equity Awards at 2024 Fiscal Year End
| 7c | RSUs awarded on March 22, 2023, vest at the rate of 25% per year, subject to satisfaction of vesting criteria for the applicable year, with vesting dates of March 22, 2024, March 22, 2025, March 22, 2026, and March 22, 2027. LTI awards are generally subject to continued employment through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| 8a | Non-qualified options awarded on February 21, 2024, cliff vest on February 21, 2027, and expire in 2034. |
Outstanding Equity Awards at 2024 Fiscal Year End
| 8b | PSUs awarded on February 21, 2024, become eligible to vest upon Compensation Committee certification of achievement of performance metrics for the three-year performance period ending on December 31, 2026. LTI awards are generally subject to continued employment through the applicable vesting period. |
Outstanding Equity Awards at 2024 Fiscal Year End
| 8c | RSUs awarded on February 21, 2024, vest at the rate of 25% per year, subject to satisfaction of vesting criteria for the applicable year, with vesting dates of February 21, 2025, February 21, 2026, February 21, 2027, and February 21, 2028. LTI awards are generally subject to continued employment through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| 9 | RSUs awarded on September 23, 2024, vest at the rate of 25% per year, subject to satisfaction of vesting criteria for the applicable year, with vesting dates of September 23, 2025, September 23, 2026, September 23, 2027, and September 23, 2028. LTI awards are generally subject to continued employment through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year End
| 10 | Reflects RSUs granted in connection with Mr. Fieler’s service as a director that vest on the earlier of (a) the one-year anniversary of the date of grant and (b) the date of the Company’s regular annual meeting of shareholders, which occurs in the calendar year following the calendar year in which the date of grant occurs. |
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested The following table provides details regarding the equity awards held by our NEOs that vested during 2024.
2024 Option Exercises and Stock Vested
| Name | Option Awards(1) | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Dustin Olson | — | $ — | 195,230 | $1,199,033 | | Jaime Vasquez | — | $ — | — | — | | Jeffrey Fieler | — | $ — | 59,710 | $305,683 | | Brad Kalter | — | $ — | 49,542 | $285,905 |
2024 Option Exercises and Stock Vested
| 1 | No option awards were exercised. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control As discussed above in “2024 Key Leadership Changes”, Mr. Fieler’s I-CFO compensation structure reflected the temporary nature of his role during the leadership transition months rather than an executive compensation package designed to attract and retain his services long term. Consequently, he was not eligible to participate in the severance plan described below; as a result none of the severance compensation discussions below are applicable to Mr. Fieler.
CEO Pay Ratio
CEO Pay Ratio The “CEO Pay Ratio” is a comparison of the CEO’s annual total compensation to the annual total compensation of our median employee (referred to herein as the “Median Employee”). CEO compensation for purposes of this disclosure represents the total compensation reported for Mr. Olson in the 2024 Summary Compensation Table above. The total annual compensation for each of Mr. Olson and our Median Employee, as well as the ratio, is set forth below:
CEO Pay Ratio
| • | Mr. Olson’s annual total compensation for 2024 was $4,074,178. |
CEO Pay Ratio
| • | PCT’s Median Employee annual total compensation was $141,069. |
CEO Pay Ratio
| • | The ratio of CEO annual total compensation to Median Employee annual total compensation for 2024 was approximately 29 to 1. |
CEO Pay Ratio
As of December 31, 2024, we had 151 employees. To identify the median employee, we conducted an analysis of our total employee population (excluding two employees in the Netherlands, one employee in Japan and one employee in Switzerland) that were active employees as of December 31, 2024 (other than the CEO), without the use of statistical sampling. We determined our median employee using “total compensation” paid during the full year 2024. Total compensation consisted of gross wages to include base wages, overtime, shift differential, incentives, paid time off, and perquisites, as applicable. We did not annualize gross wages for employees who were not employed for the full year in 2024. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K of the SEC using the data and methodology summarized above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the median employee compensation amount and CEO pay ratio reported by other companies may not be comparable to the amount and ratio reported above.
Pay versus Performance
Pay versus Performance The table below discloses the total compensation for our NEOs for the past four fiscal years as disclosed in the Summary Compensation Table, the “compensation actually paid” to our principal executive officer (our “PEO”) and, on an average basis, our other NEOs (in each case, as determined under SEC rules) (collectively, the “PVP NEOs”), our total shareholder return (“TSR”), the TSR of the S&P Small Cap 600 Materials Index over the same period, our net income, and our company-selected financial performance measure, EBITDA.
Pay versus Performance
| PAY VERSUS PERFORMANCE TABLE | | | | | | | | | | | | | | | Year(a) | Summary Compensation Table Total for PEO 1 (b)(1) | Compensation Actually Paid to PEO 1 (c)(1)(2) | Summary Compensation Table Total for PEO 2 (b)(1) | Compensation Actually Paid for PEO 2 (c)(1)(2) | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d)(1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (e)(1)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (h) | | Company- Selected Measure: EBITDA (in thousands) (i)(4) | | | | | | | | | | | Total Shareholder Return(f)(3) | Peer Group Total Shareholder Return(g)(3) | | | | | | 2024 | $4,074,178 | $17,555,705 | — | | — | $1,005,566 | $2,827,411 | $35.47 | $138.85 | ($ | 289,136) | ($ | 206,239) | | 2023 | $3,946,566 | $3,084,231 | — | | — | $1,216,476 | $210,388 | $14.01 | $115.92 | ($ | 101,715) | ($ | 64,625) | | 2022 | $4,323,045 | $1,911,537 | $4,266,831 | ($ | 4,574,715) | $1,313,331 | $245,344 | $23.39 | $96.62 | ($ | 84,746) | ($ | 83,744) | | 2021 | — | — | $9,352,652 | | 7,655,192 | $14,889,283 | $7,444,210 | $33.11 | $102.88 | ($ | 77,502) | ($ | 68,569) |
Pay versus Performance
| 1 | Dustin Olson (“PEO 1”) served as our principal executive officer starting August 5, 2022. Michael Otworth (“PEO 2” and, together with PEO 1, the “PEOs”) served as our principal executive officer from January 1, 2022, through August 4, 2022, and for all of 2021. For 2024, our non-PEO NEOs were Jaime Vasquez, Jeffrey Fieler, and Brad Kalter. For 2023, our non-PEO NEOs were Lawrence Somma, Jeffrey Fieler and Brad Kalter. For 2022, our non-PEO NEOs were Lawrence Somma, Brad Kalter and David Brenner. For 2021, our non-PEO NEOs were Lawrence Somma, Michael Dee and Dustin Olson. In this disclosure, we refer to each of 2024, 2023, 2022 and 2021 as a “Covered Year.” |
Pay versus Performance
| 2 | For each of 2024, 2023, 2022 and 2021, the values included in this column for the CAP to our PEOs and the average CAP to our non-PEO NEOs reflect certain adjustments to the values included in column (b) and column (d), respectively. For 2024, those adjustments are as follows: |
Pay versus Performance
| PEO 1 (Dustin Olson) | 2024 ($) | | | Summary Compensation Table Total for PEO (column (b)) | | 4,074,178 | | - aggregate change in actuarial present value of pension benefits | ($ | 0) | | + service cost of pension benefits | | 0 | | + prior service cost of pension benefits | | 0 | | - SCT “Stock Awards” column value | ($ | 2,607,465) | | - SCT “Option Awards” column value | ($ | 674,997) | | +year-end fair value of equity awards granted in the Covered Year that are outstanding and unvested as of the Covered Year-end | | 4,250,971 | | +/- change in fair value (from prior year-end to Covered Year-end) of equity awards granted in prior years that are outstanding and unvested as of the Covered Year-end | | 11,951,457 | | + vesting date fair value of equity awards granted and vested in the Covered Year | | 0 | | +/- change in fair value (from prior year-end to vesting date) of equity awards granted in prior years that vested in the Covered Year | | 698,816 | | - fair value as of prior year end of equity awards granted in prior years that failed to vest in the Covered Year | ($ | 137,255) | | + dollar value of dividends/earnings paid on equity awards in the Covered Year | | 0 | | + excess fair value for equity award modifications | | 0 | | Compensation Actually Paid to PEO 1 (column (c)) | | 17,555,705 |
Pay versus Performance
| AVERAGE FOR NON-PEO NEOS | 2024 ($) | | | Average SCT Total for Non-PEO NEOs (column (d)) | | 1,005,566 | | - aggregate change in actuarial present value of pension benefits | | 0 | | + service cost of pension benefits | | 0 | | + prior service cost of pension benefits | | 0 | | - SCT “Stock Awards” column value | ($ | 584,085) | | - SCT “Option Awards” column value | ($ | 95,623) | | +year-end fair value of equity awards granted in the Covered Year that are outstanding and unvested as of the Covered Year-end | | 939,422 | | +/- change in fair value (from prior year-end to Covered Year-end) of equity awards granted in prior years that are outstanding and unvested as of the Covered Year-end | | 1,506,869 | | + vesting date fair value of equity awards granted and vested in the Covered Year | | 0 | | +/- change in fair value (from prior year-end to vesting date) of equity awards granted in prior years that vested in the Covered Year | | 69,268 | | - fair value as of prior year end of equity awards granted in prior years that failed to vest in the Covered Year | ($ | 14,006) | | + dollar value of dividends/earnings paid on equity awards in the Covered Year | | 0 | | + excess fair value for equity award modifications | | 0 | | Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | | 2,827,411 |
Pay versus Performance
| 3 | For each of 2024, 2023, 2022 and 2021, TSR for the Company and the peer group was calculated as the yearly percentage change in cumulative total shareholder return applied to a deemed fixed investment of $100 at market close on March 17, 2021, the day immediately prior to the first date on which the Company’s securities were registered under Section 12 of the Exchange Act. The yearly percentage change in cumulative TSR was measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for the period from March 17, 2021 through and including the last day of the Covered Year (the “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between stock price per share at the end and the beginning of the Measurement Period, divided by (b) stock price per share at the beginning of the Measurement Period. For purposes of this PVP disclosure, our peer group is the S&P Small Cap 600 Materials index, which we use for purposes of the performance graph in our annual report (the “Peer Group”). Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |
Pay versus Performance
| 4 | EBITDA means earnings before income, taxes, depreciation and amortization for the consolidated Company. |
Pay Versus Performance Relationship Descriptions
Pay Versus Performance Relationship Descriptions The following graphical comparisons provide descriptions of the relationships between certain figures inclu d ed in the Pay Versus Performance table for each of 2024, 2023, 2022 and 2021, including: (a) a comparison between our cumulative total shareholder return and the total shareholder return of the Peer Group; and (b) comparisons between (i) the compensation actually paid to the PEO and the average compensation actually paid to our non-PEO NEOs and (ii) each of the performance measures set forth in columns (f), (h) and (i) of the Pay Versus Performance table.