Fernando Musa

About Fernando Musa

Fernando Musa, 59, has served on PureCycle’s Board since 2021; he is currently an independent director and a member of the Audit & Finance Committee and the Operational Excellence (OpEx) Committee. He previously served as PureCycle’s Lead Independent Director from March 2021 to May 2022. Musa holds a Mechanical Engineering degree from Instituto Tecnológico da Aeronáutica (1988) and an MBA from INSEAD (1992), and brings over 30 years of strategic management and petrochemicals leadership experience, including CEO roles at Braskem S.A. and Braskem America. He is an Operating Partner at Advent International and a Senior Advisor to Bain & Company (since 2020) .

Past Roles

External Roles

No current public company board roles beyond PCT are disclosed in the proxy biography .

Board Governance

• Independence: The Board affirmed Musa’s independence under SEC and Nasdaq standards; all Audit & Finance, Compensation, and N&CG committee members are independent (OpEx includes independent and non-independent directors) .
• Committee assignments (2024–2025):
  • Audit & Finance Committee: Member; all members designated “audit committee financial expert”; 12 meetings held in 2024 .
  • Operational Excellence Committee: Member (added in 2024); 2 meetings in 2024 .
  • Compensation Committee: Musa was a member in 2024 until reassignment to OpEx in July 2024; 5 meetings in 2024 .
• Board leadership: Musa served as Lead Independent Director from March 2021 to May 2022. Current LID is Allen Jacoby; Chairman is Dan Coombs .
• Attendance:
  • 2024: Board met 10 times; all directors attended ≥75% of Board meetings; Musa missed one Audit & Finance Committee meeting .
  • 2023: Board met 31 times; all directors attended ≥75% of Board meetings; exceptions did not include Musa .
• Executive sessions: 4 in 2024; 7 in 2023, presided over by the LID .

Fixed Compensation

• Program structure: Non-employee directors receive cash retainers and equity RSUs. No tax gross-ups; reasonable expenses reimbursed; directors who are executive employees receive no additional director pay .

Observations: Y/Y decrease in equity grant fair value (target remained $125,000) and slight increase in cash fees, consistent with mid-year committee reassignment and OpEx retainer implementation .

Performance Compensation

• RSUs: Annual RSU grant targeted at $125,000; number of RSUs determined using 20-day average closing price prior to grant; RSUs vest on the earlier of one year post-grant or the next regular annual meeting .

No director performance metrics (e.g., revenue, EBITDA, TSR) are tied to director RSU vesting; awards are service-based .

Other Directorships & Interlocks

Compensation Committee Interlocks: During FY2024, Comp Committee members (including Musa before July reassignment) had no relationships requiring related-party disclosure and no interlocking relationships with other companies’ boards/comp committees .

Expertise & Qualifications

• Designated “audit committee financial expert” on Audit & Finance Committee, meeting heightened independence and financial literacy requirements .
• Deep petrochemicals operations experience (Braskem CEO), strategy consulting background (Monitor, McKinsey), and PE advisory (Advent), aligning with PCT’s manufacturing scale-up and operational risk oversight needs .

Equity Ownership

Governance Assessment

• Committee effectiveness: Musa’s assignments align with his financial literacy and operational leadership; Audit & Finance met 12 times with executive sessions and robust ICFR oversight; OpEx formed in 2024 to strengthen operational metrics and risk mitigation, reflecting Board responsiveness to production scaling challenges .
• Independence and engagement: Independent status affirmed; attendance at ≥75% of Board meetings, with one Audit & Finance meeting missed in 2024, within normal bounds; frequent executive sessions indicate independent oversight .
• Pay-for-service alignment: Director compensation is appropriately structured (cash + time-based RSUs), with guidelines tightened to 4x retainer—an investor-friendly move enhancing alignment. No tax gross-ups and modest committee fees; RSUs vest on standard service timelines (no performance metrics for directors), limiting complexity and potential misalignment .
• Ownership alignment: Musa’s beneficial ownership increased from 2024 to 2025; no pledging; stock ownership guidelines and compliance expectations strengthen alignment .
• Related-party exposure: No related-party transactions disclosed involving Musa; Sylebra-related financings and arrangements are overseen within formal policies and Audit & Finance review. Compensation Committee reported no interlocks or related-party relationships during Musa’s tenure on the committee in 2024 .
• Shareholder feedback: Advisory say‑on‑pay support >95% for 2022 and >77% for 2023 NEO compensation; Compensation Committee engaged independent consultant FW Cook, with no conflicts identified, signaling responsiveness and governance rigor .

RED FLAGS

• None specifically attributable to Musa disclosed: no pledging, no related-party transactions, and independence affirmed. Monitoring point: Sylebra’s board representation and financing relationships warrant continued oversight for potential conflicts at the Board level, though not tied to Musa individually .

Say‑on‑Pay & Shareholder Feedback (context)

Notes on Committee Activity Emphasis (FY 2024)

• Audit & Finance: 12 meetings; executive sessions with auditors; reviews of ICFR, risk, capital plans, significant transactions, cybersecurity; committee members designated “financial experts” .
• Operational Excellence: Established in 2024; oversight of manufacturing reliability, project execution, product quality, environmental management; sets and reviews operational metrics—core to investor confidence during commercial ramp .