Daniel Coombs

About Daniel Coombs

Daniel Coombs, 68, joined PureCycle’s Board in 2022. He currently serves as non‑executive Chairman of the Board and chairs the Operational Excellence (OpEx) Committee; he served as Executive Chairman from August 5, 2022 through August 4, 2024, and transitioned to non‑independent Chairman effective August 5, 2024 . He is a veteran chemical industry operator, previously EVP Global Manufacturing, Projects & Refining at LyondellBasell (2017–2020), with earlier EVP roles leading global business lines; he also spent 37 years at Chevron Phillips Chemical/Phillips Petroleum in senior operating roles. He holds a B.S. in Chemical Engineering (Ohio State), an M.S. (University of Tulsa), and an MBA (Texas A&M), and is a registered professional engineer and AIChE Foundation Trustee/Corporate Council Chair .

Past Roles

External Roles

Board Governance

• Independence status: The Board determined Mr. Coombs is not independent; he is marked “not independent” in committee rosters. He serves as Chairman and OpEx Committee Chair; the OpEx Committee includes independent and non‑independent directors .
• Sylebra designation: From his appointment in 2022 through the May 8, 2025 Annual Meeting, Coombs served as one of two Sylebra Capital–designated directors under a Board Representation Agreement; subject to election, Daniel Gibson is expected to replace Coombs as Sylebra’s second designee, with Coombs continuing as a director .
• Committee assignments (2024): Chair, Operational Excellence; not a member of Audit & Finance, Compensation, or N&CG (see matrix); Board had 10 meetings in 2024; OpEx met 2x in 2024 .
• Attendance: All directors attended at least 75% of Board meetings; committee attendance was full except specific instances (none attributed to Coombs). All directors at the time attended the 2024 annual meeting; independent directors held four executive sessions .
• Lead Independent Director: Allen Jacoby serves as LID with defined responsibilities (agenda setting with Chair/CEO, presiding over executive sessions, shareholder communications, etc.) .
• OpEx Committee mandate (select items): Oversight of manufacturing, project execution, technical/distribution processes; metric setting for plant reliability/utilization, product quality, environmental management; feedstock strategy; JV/international operations; technology development/protection; operational risk oversight .

Fixed Compensation

• Director fee schedule (2024): Base retainer $75,000; Chairman retainer $80,000; OpEx Chair retainer $15,000; non‑chair OpEx member $10,000; Audit Chair $30,000; Comp Chair $20,000; N&CG Chair $15,000; non‑chair Audit $15,000; non‑chair Comp $10,000; non‑chair N&CG $7,500 .
• 2024 actual (Coombs): Cash fees $77,083; “All Other Compensation” $503,223 reflecting cash from his Executive Chairman role; total $695,630 .
• Notes: On transition to non‑executive Chairman in Aug 2024, Board approved the $80,000 annual Chairman retainer .

Performance Compensation

• Directors do not receive performance‑based equity; RSUs are time‑based. No options or performance metrics apply to director equity grants .

Other Directorships & Interlocks

• Public company directorships: None disclosed for Coombs .
• Designation/affiliation: Sylebra Capital has rights to designate up to two directors; Coombs served as a Sylebra‑designated director during the period noted. Sylebra is a >5% shareholder and a financing counterparty (see Related Party section) .
• Recusal/related party governance: The Board disclosed that director Jeffrey Fieler (also Sylebra‑affiliated) was recused from one Board meeting on a Sylebra transaction; related party transactions are reviewed/approved by the Audit & Finance Committee under a written policy .

Expertise & Qualifications

• Technical expertise: Chemical engineering, large‑scale petrochemicals manufacturing, project execution, licensing/technology leadership; registered professional engineer .
• Industry experience: 30+ years across polymers, intermediates, refining; global operating roles in U.S. and Middle East (Qatar JV) .
• Governance/ESG: AIChE Foundation Trustee/Corporate Council Chair; contributes to OpEx oversight and operational risk governance .
• Education: B.S. Chemical Engineering (Ohio State); M.S. (University of Tulsa); MBA (Texas A&M) .

Equity Ownership

• Director stock ownership guidelines: Increased in 2024 to 4x base cash retainer; expectation to meet within five years. As of Dec 31, 2024, all non‑employee directors were either compliant or on track .
• Anti‑hedging/pledging policy: Prohibits short sales, derivatives, hedging, and pledging (including margining) by directors/officers/employees and certain family members .

Related Party Exposure (Potential Conflicts)

• Sylebra Credit Facility: $150M undrawn revolving facility with Sylebra‑affiliated lenders (maturity extended to Mar 31, 2026); 0.25% annual commitment fee; $488k fees paid in 2024; cumulative amendment fees ~$1.395M (with $0.938M incurred not yet paid) .
• Sylebra/Pure Plastic Term Loan & Revenue Bonds: 2023 $40M term loan with Pure Plastic (Sylebra affiliate) later extinguished via exchange into revenue bonds; included 12% prepayment premium satisfied via ~3.1M Series B warrants at $11.50 strike; multiple bond purchase transactions in 2024 .
• Green Convertible Notes: 2023 $250M 7.25% due 2030; Sylebra affiliates purchased $50M principal amount .
• Equity Financings: Sept 2024 $90M private placement (Series A Preferred, common, and Series C warrants) including Sylebra affiliates; Feb 2025 $33M equity including Sylebra affiliates .
• Governance controls: Related party transactions reviewed/approved under policy by Audit & Finance Committee; committee comprised solely of independent directors who meet SEC/Nasdaq standards .

Governance Assessment

• Strengths for investor confidence:

  • Deep large‑scale operations background aligned with OpEx chair duties and PureCycle’s scale‑up priorities .
  • Clear committee structure, independent Audit/Comp/N&CG committees, and documented related‑party oversight with disclosed recusals on Sylebra matters (demonstrates process rigor) .
  • Attendance robust (≥75% of Board meetings; no exceptions noted for Coombs); four independent executive sessions in 2024 .
  • Anti‑hedging/pledging and clawback policies in place, plus elevated director ownership guideline (4x retainer) .

• Risk indicators / RED FLAGS:

  • Non‑independence while serving as Chairman; continuing ties to Sylebra (major shareholder and financing counterparty) create perceived conflicts despite committee oversight .
  • Significant related‑party financing footprint (credit facility, term loan/bonds, convertibles, equity/warrants) elevates counterparty influence risk; monitoring of committee oversight and any recusals remains important .
  • 2023 say‑on‑pay support fell to “more than 77%,” below typical >90% norms at many issuers; while not directly about directors, it signals investor scrutiny of pay practices .

• Director compensation and alignment signals:

  • Coombs’ 2024 total director compensation $695,630 included $503,223 attributable to his Executive Chairman role earlier in 2024; ongoing non‑executive structure includes standard cash retainers and time‑based RSUs (no performance linkage for directors) .
  • Director ownership guidelines strengthened to 4x retainer; directors compliant/on track; no pledging permitted .

• Compliance: No delinquent Section 16 filings disclosed for Coombs; delinquencies noted only for CFO Vasquez and one other officer .

Overall: Coombs brings substantial operational credibility and visible engagement as Chairman/OpEx Chair, which is supportive for execution risk oversight. However, his non‑independence and Sylebra designation alongside extensive Sylebra financing relationships warrant continued investor focus on independence safeguards (committee composition, recusals, and related‑party review outcomes) and on evolving board refresh to balance influence .