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Allen Jacoby

Lead Independent Director at PureCycle TechnologiesPureCycle Technologies
Board

About Allen Jacoby

Allen Jacoby, 58, joined PureCycle’s Board in 2022. He is an independent director, serves as Lead Independent Director (since May 2022), and is a member of the Nominating & Corporate Governance (N&CG) Committee and the Operational Excellence (OpEx) Committee. He holds a B.S. in Chemical Engineering from Purdue and an MBA from Wharton (finance and entrepreneurial management). Jacoby’s 30+ years in chemicals/plastics include R&D, manufacturing, business leadership, strategy, and M&A; he currently serves as Executive Vice President and President, Textiles at Milliken & Company (previously Chief Strategy Officer, SVP Corporate Development & Head of Innovation, and SVP Plastics Additives) .

Past Roles

OrganizationRoleTenureCommittees/Impact
Milliken & CompanyExecutive Vice President & President, Textiles2025–presentSenior operator overseeing textiles business
Milliken & CompanyChief Strategy Officer; SVP Corporate Development; Head of Innovation2021–2024Strategy, corporate development, innovation leadership
Milliken & CompanySVP, Plastics AdditivesMay 2013–June 2021Led plastics additives business
Milliken & CompanyBusiness Manager, Industrial TextilesSep 2009–May 2013Managed industrial textiles business

External Roles

OrganizationRoleTenureNotes
Plastics Industry AssociationBoard MemberNot disclosedIndustry governance/advocacy
Alliance to End Plastic WasteBoard MemberNot disclosedSustainability and circularity focus

Board Governance

ItemDetails
IndependenceBoard affirmed Jacoby’s independence under SEC/Nasdaq standards, considering his Milliken relationship and related-party agreements .
Lead Independent Director (LID)Responsibilities include presiding over executive sessions, leading CEO evaluation, agenda setting with Chair/CEO, calling independent director meetings, and shareholder communications availability .
Committees (2025)N&CG Committee (member; Chair: Jeffrey Fieler; 4 meetings in 2024) and OpEx Committee (member; 2 meetings in 2024) .
Committees (2023)N&CG Committee Chair (Jacoby), with Fernando Musa as member; 4 meetings in 2023 .
Attendance (2023)Board met 31 times; all current directors attended ≥75% of Board meetings; executive sessions held 7 times (presided by LID) .
EvaluationsAnnual Board and committee self-evaluations overseen by N&CG; results reported to committees and full Board .

Fixed Compensation

YearBase Cash Retainer ($)LID Fee ($)Committee Fees ($)Equity Retainer (RSUs target $)RSU Grant DateVestingNotes
202475,000 35,000 N&CG Chair 15,000; OpEx Chair 15,000; Non‑Chair: Audit 15,000; Comp 10,000; N&CG 7,500; OpEx 10,000 125,000 May 8, 2024 Earlier of one year or next annual meeting No tax gross‑ups for non‑employee directors .
202375,000 35,000 N&CG Chair 15,000; Non‑Chair: Audit 15,000; Comp 10,000; N&CG 7,500 125,000 May 10, 2023 Earlier of one year or next annual meeting No tax gross‑ups for non‑employee directors .
Director2024 Fees Earned ($)2024 Stock Awards ($)2024 Total ($)
Allen Jacoby123,125 115,324 238,449
Director2023 Fees Earned ($)2023 Stock Awards ($)2023 Total ($)
Allen Jacoby117,500 148,620 266,120

Director stock ownership guidelines: increased from 3x to 4x annual base retainer in 2024; directors expected to meet within five years; as of Dec 31, 2024, all non‑employee directors were in compliance or expected to meet guidelines .

Performance Compensation

  • Non‑employee director equity is time‑based RSUs; no director options disclosed. No performance‑metric‑linked pay for directors (comp metrics pertain to executive officers; director equity vests time‑based) .
  • As of Dec 31, 2024, Jacoby held 24,177 RSUs outstanding (director grants) .
Metric CategoryMetricWeight/TargetMeasurement PeriodVesting/Trigger
Director EquityRSU grant value$125,000 target AnnualTime‑based; earlier of 1 year or next annual meeting

Other Directorships & Interlocks

RelationshipTerms2023/2024 ActivityNotes
Milliken offtake agreement5‑year; up to 1,000,000 lbs annually; net 30 payments 2023: 20,450 lbs sold; 2024: 20,540 lbs sold Jacoby is a senior executive at Milliken; Board considered in independence determinations .
Milliken supply agreement (additives)10‑year exclusive supply; pricing “reasonable,” negotiated in good faith 2023 payments: $502,032.19; 2024 orders: ~$576,360; 2025 additive cost estimate: ~$2.3–$3.7m (based on need; pay on delivery) Related‑party transactions subject to Audit & Finance Committee review/approval policy .

Expertise & Qualifications

  • Chemical engineering and plastics industry leadership; senior operating, strategy, and innovation roles at Milliken .
  • Education: B.S. Purdue (ChemE); MBA Wharton (finance, entrepreneurial management) .
  • Industry/non‑profit boards: Plastics Industry Association; Alliance to End Plastic Waste .

Equity Ownership

Date (as of)Shares Beneficially Owned (#)% OutstandingNotes
Mar 21, 202560,117 <1% No pledging by directors/officers to company’s knowledge . Outstanding shares basis: 179,412,172 .
Mar 21, 202435,940 <1% No pledging by directors/officers to company’s knowledge . Outstanding shares basis: 164,444,265 .
Dec 31, 2024RSUs outstanding: 24,177 Director grant inventory .

Ownership guidelines: 4x base retainer effective 2024; compliance or expected compliance within 5 years .

Governance Assessment

  • Strengths: Independent LID role with robust responsibilities; consistent committee participation; broad industrial expertise; RSU‑based director pay aligns with shareholder value; no tax gross‑ups; ownership guidelines increased to 4x retainer in 2024 (stronger alignment) .
  • Engagement: 2023 Board met 31 times with ≥75% attendance by all current directors; seven executive sessions presided by LID .
  • Conflicts/Related‑party exposure (RED FLAG to monitor): Milliken offtake and additive supply agreements create an ongoing related‑party relationship; however, Board has affirmed independence after review and the Audit & Finance Committee operates a formal policy for reviewing/approving related‑party transactions; 2023 and 2024 transaction details disclosed, with forward cost estimates for 2025 .
  • Signals: Transition in N&CG Committee chair from Jacoby (2023) to Fieler (2024) while Jacoby remains LID and joins OpEx Committee—suggests refreshment and distribution of governance workload; creation of OpEx Committee in 2024 indicates focus on operational metrics and production scaling .

RED FLAGS: Related‑party transactions with Milliken (offtake and exclusive supply), requiring continued oversight and transparency; monitor pricing reasonableness and volume commitments under governance policies .