Sector: Materials
PURECYCLE TECHNOLOGIES INC · Meeting: May 7, 2026
Directors FOR
3
Directors AGAINST
6
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Against Analysis
Mr. Bouck joined in 2022 and his full tenure overlaps a period in which PureCycle's stock fell roughly 11% while the industrials benchmark (XLI) gained 69%, a gap of nearly 80 percentage points that far exceeds the 30-point trigger; the 5-year record is even worse (-78.9%) and does not provide relief from this determination.
Ms. Burnell joined in 2021 and her full tenure covers the period of significant underperformance; PureCycle's stock declined while XLI rose 69% over three years, a gap far exceeding the policy trigger, and the five-year record is similarly poor.
Mr. Coombs joined in 2022 and served as Executive Chairman through mid-2024, making him particularly accountable for the company's direction during the underperformance period; the -79.7pp gap versus XLI triggers a NO vote, and the five-year record does not mitigate.
Mr. Jacoby joined in 2022 and has served as Lead Independent Director, a senior oversight role, throughout the underperformance period; the nearly 80-point gap to XLI over three years far exceeds the threshold, and the five-year record does not rescue this determination.
Mr. Musa has served since 2021, giving him full exposure to the underperformance period; with PureCycle stock down and XLI up 69% over three years, the policy trigger fires clearly, and the five-year picture (-78.9% vs XLI) provides no mitigating relief.
As CEO and a board member since 2022, Mr. Olson is directly accountable for company performance; the policy applies the TSR trigger to executive directors independently of the Say on Pay vote, and PureCycle's nearly 80-point underperformance versus XLI over three years triggers a NO vote regardless of compensation structure.
For Analysis
Mr. Gibson joined the board in 2025, which is within the 24-month window during which new directors are exempt from the TSR underperformance trigger, and no other policy concerns (overboarding, attendance, independence) are identified.
Dr. Jirapongphan was appointed in October 2025, well within the 24-month exemption period for new directors, so the TSR underperformance trigger does not apply and no other policy concerns are identified.
Ms. Mars joined the board effective January 1, 2026, placing her squarely within the 24-month new director exemption, and no other policy flags are triggered.
Of the nine nominees, five long-tenured directors (Bouck, Burnell, Coombs, Jacoby, Musa) and CEO Olson as an executive director all trigger a AGAINST determination due to severe TSR underperformance — PureCycle's stock fell ~11% over three years while the industrials benchmark (XLI) gained 69%, a gap of nearly 80 percentage points that far exceeds the 30pp policy threshold for negative absolute TSR; the five-year record (-78.9%) provides no mitigating relief. Three directors (Gibson, Jirapongphan, Mars) are exempt as new directors within the 24-month protection window.
CEO
Dustin Olson
Total Comp
$6,237,167
Prior Support
98%%
The CEO received $6.24 million in total compensation in 2025, which is elevated for an early-revenue industrial company at roughly $1 billion in market cap, and notably includes a 200,000-share award that was granted fully vested with no performance conditions whatsoever — meaning shareholders gave away roughly $2.27 million in stock that required nothing from the CEO in return, which our policy treats as fixed pay disguised as an equity award. Although the formulaic short-term bonus paid out at only 28% of target (reflecting missed production and revenue goals), the company simultaneously granted above-target long-term equity while PureCycle's stock fell 28.5% in the past year and underperformed the industrials benchmark (XLI) by nearly 80 percentage points over three years — a clear pay-for-performance misalignment that warrants a NO vote.
Auditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$914,064
Non-Audit Fees
$22,226
Non-audit fees (audit-related fees of $16,250 plus other fees of $5,976, totaling $22,226) represent only about 2.4% of audit fees of $914,064, well below the 50% threshold that would raise independence concerns; Grant Thornton is a large national firm appropriate for a company of PureCycle's size, no material restatements are disclosed, and auditor tenure is not confirmed in the filing so the tenure trigger cannot fire.
This ballot covers three standard proposals: director elections, auditor ratification, and say on pay. We vote AGAINST six of nine director nominees (all long-tenured directors plus CEO Olson) due to severe stock underperformance versus the XLI industrials benchmark, vote FOR auditor ratification as fee ratios and firm quality are satisfactory, and vote AGAINST the say on pay proposal primarily because a fully-vested no-conditions stock award to the CEO represents pay with no performance link at a time when shareholders have suffered significant losses.
