Brad Kalter
General Counsel, Chief Compliance Officer and Corporate Secretary at 
PureCycle Technologies
PureCycle TechnologiesExecutive
About Brad Kalter
Brad S. Kalter (58) is PureCycle Technologies’ General Counsel and Corporate Secretary since January 2021 and was appointed Chief Compliance Officer in September 2024; he holds a J.D. from Emory University and a B.A. from the University of Pennsylvania . Under current leadership, PureCycle’s 2024 “pay vs. performance” disclosure shows deeply negative consolidated EBITDA of $(206.2) million and net loss of $(289.1) million, while cumulative TSR since listing declined (company value of $35.47 vs. $100 initial on 3/17/2021; peer index $138.85) . The company disclosed that, although commercial operations began, it sold only an immaterial amount of resin to date—highlighting execution risk tied to Ironton facility ramp and process reliability .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Insurance Holdings Corp. (property & casualty insurer) | General Counsel, Chief Legal Officer & Secretary | Feb 2019 – Jan 2021 | Led corporate governance, compliance, litigation, and legal aspects of financing and M&A . |
| Exide Technologies (battery manufacturing/energy storage) | EVP, General Counsel & Corporate Secretary; prior VP, Deputy GC & Corporate Secretary | 2006–Feb 2019 (EVP 2015–2019) | Oversaw global legal incl. compliance, governance, litigation, financing and M&A . |
| Cotton States Insurance Group | General Counsel | 1999–2003 | Led legal function at multi-line insurer . |
External Roles
- None disclosed in the proxy for current public-company directorships or committee roles .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (paid) | $394,792 | $398,154 | $417,258 (10% rate increase to $448,800 effective Oct 1, 2024) |
| Target Annual Bonus (% of base) | — | — | 70% of base salary |
| Actual STI Payout | $29,027 | $110,839 | $0 (below-threshold Ironton EBITDA) |
Notes:
- 2024 STI payout was 0% as the sole Company metric (Ironton EBITDA) was below threshold; individual component was not evaluated as a result .
- Base salary rate increased to $448,800 on Oct 1, 2024 with CCO responsibilities; amounts above reflect paid in period .
Performance Compensation
Short-Term Incentive (2024 design and outcome)
| Metric (Weight) | Threshold (50%) | Target (100%) | Max (200%) | Actual | Payout |
|---|---|---|---|---|---|
| Ironton EBITDA (100% of Company score; 70% of total STI) | 3 cumulative months breakeven (excl. corp. allocations) | 6 months cumulative >$15m (excl. corp. allocations) | 6 months cumulative >$30m (excl. corp. allocations) | Below threshold | 0% |
- Individual (30% weight) not assessed due to below-threshold Company performance .
Long-Term Incentive (structure and 2024 awards)
- Mix: PSUs (25%), stock options (25%, 10-year term, 3-year cliff), RSUs (50%, 25% annually over 4 years) .
- 2024 PSUs metrics: value creation (40%), domestic project growth (30%), advance growth projects (30%); 3-year period ending 12/31/2026 (specific goals not disclosed during the period) .
| 2024 Grants (2/21/2024 unless noted) | Shares/Units | Vesting / Terms |
|---|---|---|
| PSUs (target) | 28,651 | Earned 50–200% of target on 3-year goals; eligible through 12/31/2026, subject to certification . |
| RSUs (annual) | 57,303 | 25% per year over 4 years from grant date . |
| Stock Options | 28,021 @ $5.73 | Cliff vest 2/21/2027; 10-year term to 2/21/2034 . |
| Special RSUs (promotion) | 35,000 (9/23/2024) | 25% per year over 4 years from 9/23/2024 . |
Historical PSU result:
- 2022–2024 PSU cycle (product produced and EBITDA) paid 0% due to below-threshold performance (7MM lbs produced; cumulative EBITDA $(355)MM) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 292,307 shares; <1% of outstanding . |
| Composition | Includes 77,500 shares held by the Brad S. Kalter and Julie F. Kalter Revocable Trust; Kalter is trustee and beneficial owner . |
| Pledging/Hedging | Company policy prohibits pledging, hypothecation, short sales, and hedging transactions in Company stock . |
| Ownership Guidelines | 3x base salary requirement for GC; status “On Track” as of 12/31/2024 (5-year window) . |
Outstanding awards at 12/31/2024 (selected):
- Unvested RSUs: 18,754 (7/8/2021), 21,009 (3/2/2022), 60,855 (3/22/2023), 57,303 (2/21/2024), 35,000 (9/23/2024); market values disclosed in proxy footnotes .
- PSUs (unearned): 20,285 (2023 grant) and 14,326 (2024 grant) as “equity incentive plan awards: number of unearned shares” .
- Options: 52,200 unexercisable (3/22/2023 grant) and 28,021 unexercisable (2/21/2024 grant); no exercisable options at 12/31/2024 .
Insider transactions (recent):
- 5/14/2024: Transferred 63,200 shares to the Brad S. Kalter and Julie F. Kalter Revocable Trust (Form 4) .
- 9/23/2025: Withholding of 2,830 shares to cover taxes on vesting; post-transaction direct holding 156,849 shares; indirect trust holding 120,000 shares (Form 4) .
Implication: Activity reflects administrative transfers and tax withholding; no evidence of discretionary open-market selling by Kalter in these filings .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance Plan (non‑CIC) | If terminated without cause or resigns for good reason: 1x base salary paid in installments + up to 12 months COBRA reimbursement; equity pro-rata vesting based on service for RSUs/options; PSUs remain outstanding pro‑rata to performance period and vest based on actual performance . |
| Change-in-Control (CIC, double-trigger within 12 months) | Lump sum 1.5x base salary + 1.5x target STI; COBRA reimbursement; accelerated vesting: RSUs/options vest in full; PSUs vest at target . |
| Restrictive Covenants | Participation contingent on agreement with customary non‑compete, non‑solicit, and confidentiality; release required . |
| Clawbacks | 2021 discretionary clawback for willful restatement contributors; July 2023 Nasdaq Rule 5608-compliant “no-fault” clawback for Section 16 officers (3-year lookback) . |
| Anti‑Hedging/Anti‑Pledging | Prohibits hedging, short sales, derivatives, and pledging/margin use . |
| Tax Gross‑ups | None for NEOs . |
Estimated payouts for Brad Kalter as of 12/31/2024 (illustrative):
| Scenario | Total Value |
|---|---|
| Death/Disability | $1,559,448 |
| Termination w/o Cause or for Good Reason (non‑CIC) | $3,174,825 |
| Termination w/o Cause or for Good Reason (within 12 months after CIC) | $5,102,684 |
Compensation Committee, Peer Group, and Say‑on‑Pay
- Compensation Committee: Chair Steven Bouck; members Tanya Burnell and Jeffrey Fieler; all independent under Nasdaq/SEC standards .
- Independent Consultant: FW Cook; no conflicts in 2024 .
- Peer Group: Includes Trex, Montrose Environmental, Bloom Energy, Danimer Scientific, Li‑Cycle, Origin Materials, Loop Industries, AdvanSix, Casella Waste, Energy Recovery, Tredegar, among others; refined in early 2024 .
- Say‑on‑Pay: 2024 shareholder support >77% for 2023 NEO pay; committee did not make 2024 design changes specifically due to this vote .
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($MM) | $(84.7) | $(101.7) | $(289.1) |
| EBITDA ($MM) | $(83.7) | $(64.6) | $(206.2) |
| Cumulative TSR ($100 initial on 3/17/2021) | $23.39 | $14.01 | $35.47 |
| Peer Index TSR (S&P Small Cap 600 Materials) | $96.62 | $115.92 | $138.85 |
| Commercial Activity | — | — | Company reports only an immaterial amount of resin sold; commissioning challenges at Ironton and process modifications ongoing . |
Compensation Structure Analysis
- Shift in STI metric to plant-level Ironton EBITDA in 2024 increased operating focus; threshold missed, resulting in 0% payout—a pay-for-performance outcome .
- 2022–2024 PSU cycle forfeited (0% payout) due to missed product and EBITDA thresholds—further alignment indicator under multi-year metrics .
- 2024 included a special 35,000 RSU award upon elevation to CCO, adding time-based retention value to mix .
- No option repricing or tax gross-ups disclosed; hedging/pledging prohibited; robust clawbacks implemented .
Risk Indicators & Red Flags
- Execution risk: multi-year negative EBITDA and immaterial revenue to date despite commercialization—heightened focus on Ironton process stability and throughput .
- Related party financing concentration with Sylebra affiliates (credit facility, converts, bonds/warrants); board independence monitored; not specific to Kalter but a governance consideration .
- Insider trading behavior for Kalter in reviewed filings appears administrative (trust transfer, tax withholding), not indicative of discretionary selling pressure .
Equity Ownership & Vesting Schedules (Detail)
| Award | Grant Date | Quantity | Vesting Mechanics |
|---|---|---|---|
| RSUs | 7/8/2021 | 18,754 | 25% per year on 7/8/2022–2025 (service-based) . |
| RSUs | 3/2/2022 | 21,009 | 25% per year on 3/2/2023–2026 . |
| Options | 3/22/2023 | 52,200 | Cliff vest 3/22/2026; expire 2033 . |
| PSUs (target) | 3/22/2023 | 20,285 | 3-year performance period ending 12/31/2025 . |
| RSUs | 3/22/2023 | 60,855 | 25% per year on 3/22/2024–2027 . |
| Options | 2/21/2024 | 28,021 | Cliff vest 2/21/2027; expire 2034 . |
| PSUs (target) | 2/21/2024 | 14,326 | 3-year performance period ending 12/31/2026 . |
| RSUs | 2/21/2024 | 57,303 | 25% per year on 2/21/2025–2028 . |
| RSUs (special CCO) | 9/23/2024 | 35,000 | 25% per year on 9/23/2025–2028 . |
Expect periodic tax-withholding Form 4s around the annual RSU vest dates; options are not exercisable until cliff dates above .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval for 2023 NEO compensation exceeded 77%; committee retained program structure for 2024 and emphasized at‑risk pay .
- Executive stock ownership guidelines in place; Kalter “On Track” toward 3x base salary target within 5 years .
Expertise & Qualifications
- Legal/compliance leadership across insurers and industrials; extensive governance, compliance, litigation, financing, and M&A experience .
- Elevated scope at PureCycle with addition of Chief Compliance Officer responsibilities effective September 2024 .
Investment Implications
- Alignment: 0% STI and forfeited PSUs demonstrate payout sensitivity to underperformance; anti-hedging/pledging and dual clawbacks enhance alignment and recourse .
- Retention: Significant unvested RSUs/options and 3-year PSU cycles create retention hooks; 2024 special RSU award increases time-based retention .
- Selling pressure: Recent insider activity by Kalter reflects administrative trust transfer and tax-withholding only; limited indication of discretionary selling pressure .
- Risk: Company performance (negative EBITDA, immaterial revenue) and process ramp challenges increase execution risk, which in turn could delay performance-based vesting and keep STI payouts at risk; governance mitigants are present but do not offset operational headwinds .