Daniel Gibson

About Daniel Gibson

Daniel Gibson, 44, is nominated to join PureCycle Technologies, Inc. (PCT) board at the May 8, 2025 annual meeting; he is the Co‑Founder, Chief Investment Officer and Managing Partner of Sylebra Capital Management (founded 2011) and previously was a Partner at Coatue Management following a career in private equity and investment banking . He holds a B.A. in economics from Amherst College and has served since 2018 as a director of Impinj, Inc. (NASDAQ: PI), where he sits on the Audit and Compensation Committees . The PCT board determined Mr. Gibson does not satisfy Nasdaq independence criteria and nominated him as one of Sylebra’s two designees under a board representation agreement, replacing Daniel Coombs as the second Sylebra‑designated director if elected . As of March 21, 2025, he is reported to beneficially own 34,934,774 PCT shares (19.47%) including 857,200 shares over which he has sole voting and dispositive power and 34,077,574 shares over which Sylebra entities (controlled by him) share voting and dispositive power .

Past Roles

External Roles

Board Governance

• Independence and designation: The board determined Mr. Gibson is not independent under Nasdaq rules; he is a Sylebra‑designated nominee under PCT’s Board Representation Agreement tied to Sylebra’s ≥15% ownership rights .
• Committees (PCT): As a 2025 nominee, he has no PCT committee assignments as of the proxy; current 2024 committee rosters do not list him .
• Attendance: For 2024, PCT’s board met 10 times; all current directors attended at least 75% of meetings; Mr. Gibson was not on the board in 2024, so no attendance record applies .
• Related‑party oversight: The Audit & Finance Committee reviews/approves related‑party transactions; the board noted recusal practices (e.g., Director Fieler recused from a board meeting on a Sylebra transaction) .
• Executive sessions and leadership: Independent directors held four executive sessions in 2024; PCT maintains a Lead Independent Director and non‑executive Chair framework .

Fixed Compensation (Director Program at PCT)

If elected, Mr. Gibson would be compensated under PCT’s non‑employee director program: annual RSU grant with $125,000 target value (granted at the 2024 annual meeting) and cash retainers below .

Non‑employee director stock ownership guideline: 4x base cash retainer (raised from 3x in 2024); expected to achieve within five years; all current non‑employee directors were in compliance or on track as of 12/31/2024 .

Performance Compensation (Director)

• Equity structure: Annual RSUs vest on the earlier of one year from grant or the following annual meeting; non‑employee directors receive time‑based RSUs; there are no director performance metrics (PSUs are for executives, not directors) .
  | Director Performance Metrics | Status | |---|---| | TSR, EBITDA or ESG‑based metrics for directors | None; director equity is time‑based RSUs . |

Other Directorships & Interlocks

Expertise & Qualifications

• Investment and governance expertise: Veteran public‑equity investor (TMT focus) and current public company director with Audit and Compensation committee experience at Impinj .
• Education: B.A., Economics, Amherst College .

Equity Ownership

Anti‑hedging/pledging: PCT’s insider trading policy prohibits short sales, hedging, and pledging of company stock by directors and officers .

Potential Conflicts & Related‑Party Exposure

Sylebra (affiliated with Mr. Gibson) is a major shareholder and financing counterparty to PCT. Key 2023–2025 transactions (approved under PCT’s related‑party policy) include:

• Revolving Credit Facility: $150 million facility (undrawn); maturity extended to March 31, 2026; 0.25% annual commitment fee; $488k commitment fees paid in 2024; $1.395 million amendment fees paid to date ($0.938 million incurred, unpaid) .
• Term Loan Facility and Revenue Bonds: $40 million term loan (single draw) funded May 17, 2023; later retired via exchange into revenue bonds; Pure Plastic (affiliate) purchased ~$94.3 million par of revenue bonds in May 2024 at $800 per $1,000 par, using deemed satisfaction of $45.4 million term‑loan principal/PIK interest and $30 million cash; 12% prepayment premium satisfied via Series B Warrants (~3.1 million shares at $11.50) .
• Green Convertible Notes: Sylebra‑affiliated entities purchased $50 million of PCT’s $250 million 7.25% Green Convertible Senior Notes due 2030; $250 million outstanding as of Feb 27, 2025 .
• September 2024 Financing: Sold 50,000 shares of Series A Preferred (8% return), 8,528,786 common at $4.69, and 5,000,000 Series C Warrants to investors including Sylebra affiliates; gross proceeds ~$90 million .
• February 2025 Financing: Sold 4,091,293 common at $8.0655 to investors including Sylebra affiliates; gross proceeds ~$33 million .

Related‑party governance: The Audit & Finance Committee must pre‑approve related‑party transactions; it reviews terms versus third‑party comparables and sets any ongoing guidelines; several Sylebra transactions were reviewed in 2024; board recorded at least one recusal (Director Fieler) in a Sylebra‑related board meeting .

Governance Assessment

Key findings relevant to board effectiveness and investor confidence:

• Alignment and experience: Gibson brings significant capital‑markets and governance experience (Audit/Comp committee service at Impinj), and his beneficial stake (direct and via Sylebra) aligns him economically with outcomes at PCT .
• Independence and conflict risk: He is not independent under Nasdaq criteria and is a Sylebra designee; Sylebra is both a large shareholder and a financing counterparty (credit facility, term loan/bonds, convertibles, preferred/warrants), creating ongoing related‑party exposure and potential perceived conflicts requiring rigorous oversight and recusals .
• Process safeguards: PCT cites a formal related‑party approval policy, an independent Audit & Finance Committee, anti‑hedging/pledging policy, and clawback policies; 2024 board/committee attendance met expectations (≥75% for directors), and independent director executive sessions were held .
• Director compensation structure: Non‑employee director pay is a mix of cash and time‑based RSUs (no performance metrics), with stock ownership guidelines (4x base retainer) to support alignment; no tax gross‑ups .
• Shareholder sentiment: 2024 say‑on‑pay approval exceeded 77%, though lower than prior years; the Compensation Committee did not make changes driven specifically by that outcome for 2024 .

RED FLAGS

• Not independent; designated by and affiliated with a 19%+ shareholder/financier (Sylebra) with multiple related‑party financings outstanding or recently completed .
• Concentrated influence risk: Sylebra holds board designation rights for up to two seats while owning ≥15% and has material financing relationships with PCT, potentially increasing perceived control and conflicts despite oversight policies .

Mitigants

• Related‑party transaction policy overseen by independent Audit & Finance Committee; documented use of recusals; robust anti‑hedging/pledging prohibitions; clawback compliance with Nasdaq Rule 5608 .

Data Appendix

PCT Committee Rosters (context)

Selected Related‑Party Transactions (Sylebra‑affiliated)