Jeffrey Fieler
PureCycle TechnologiesAbout Jeffrey Fieler
Independent director since 2021; age 55. Chair of the Nominating & Corporate Governance Committee (N&CG) and member of the Compensation Committee; served as interim Chief Financial Officer from December 1, 2023 to February 18, 2024, then was re-affirmed independent in July 2024 under Nasdaq criteria. Background spans portfolio management and research leadership at Sylebra Capital (founder/PM), Coatue Management, and Bear Stearns; MBA (NYU Stern) and BA (Brown) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PureCycle Technologies, Inc. | Interim CFO | Dec 1, 2023 – Feb 18, 2024 | Resigned from Audit & Finance during service; returned to director duties post-CFO |
| Sylebra Capital | Founder and Portfolio Manager | Jun 2010 – Mar 2018 | Managed >$1.5B TMT-focused portfolio |
| Coatue Management | Partner/Senior Partner; led Internet/Media/Telecom research & positions | May 2003 – Jun 2010 | Investment research and portfolio management |
| Bear Stearns | Managing Director, Senior Internet Analyst | Mar 2000 – May 2003 | Sell-side coverage; sector expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sylebra Capital, LLC | Senior Advisor | Since 2023 | Affiliated with significant PCT shareholder and financing counterparty |
| Veztemida Capital Management | Chief Investment Officer & Portfolio Manager | Since Jun 2021 | Asset manager CIO/PM |
Board Governance
- Committee assignments: Chair, N&CG; Member, Compensation. Not on Audit & Finance; not on Operational Excellence .
- Independence: Non-independent during interim CFO service; Board re-affirmed independence in July 2024. Recused from one Board meeting involving a Sylebra transaction .
- Attendance: Board met 10 times in 2024; all directors attended ≥75% of meetings. Fieler attended all committee meetings of committees on which he served; recused from one Board meeting tied to Sylebra .
- Executive sessions: Independent directors held four executive sessions in 2024 (presided by Lead Independent Director) .
- Director nomination rights: Designated by Sylebra under a Board Representation Agreement tied to a 2022 PIPE; Sylebra currently entitled to two nominees. Fieler is one of the Sylebra-designated directors .
Fixed Compensation
| Component | Amount/Terms | 2024 Details |
|---|---|---|
| Base cash retainer | $75,000 annual | Standard program |
| N&CG Chair fee | $15,000 annual | Role-based |
| Compensation Committee member fee | $10,000 annual (non-chair) | Role-based |
| Actual cash director compensation received (2024) | $83,333 | Earned as director while also serving brief interim CFO period |
| Annual Director RSU grant | Target $125,000; 20-day price avg; vests at next AGM or 1 year | Granted 24,177 RSUs (May 8, 2024); grant date fair value $115,324 |
Performance Compensation
| Item | Metric/Terms | Actual |
|---|---|---|
| Interim CFO monthly equity compensation | $42,500/month in PCT common stock; number of shares based on 20-day weighted average closing price | 13,036 shares valued at $52,665 (Feb 1, 2024); 8,300 shares valued at $50,381 (Mar 1, 2024) |
| Interim CFO pro-rata bonus | Minimum $360,000 pro-rated (discretionary up to $720,000); paid in shares based on 20-day average price | $90,000 paid as 18,181 shares (Feb 28, 2024) |
| Director RSUs | Time-based vesting (no performance metric) | 24,177 RSUs; vest at next AGM or 1-year anniversary |
Other Directorships & Interlocks
- Public company boards: None disclosed for Fieler .
- Interlocks and affiliations:
- Senior Advisor to Sylebra, which holds significant equity and participated in multiple financings (revolver commitment fees; term loan/exchange via revenue bonds and warrants; $50M of $250M convert; preferred/common/warrants offerings). Fieler was recused from one Board meeting on a Sylebra transaction, and his independence was re-affirmed in July 2024 .
- Sylebra Board Representation Agreement grants designation rights; Fieler is a Sylebra-designated director .
Expertise & Qualifications
- Finance/investing expertise: Portfolio management (Sylebra, Veztemida), senior investment roles at Coatue and Bear Stearns; considered well qualified for Board due to finance and investing breadth .
- Education: MBA (NYU Stern), BA (Brown University) .
- Governance credential: NACD Directorship Certification (as of Dec 31, 2024) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Jeffrey Fieler | 1,963,754 | 1.09% | Based on 179,412,172 shares outstanding as of Mar 21, 2025 |
| Director RSUs (unvested) | 24,177 | N/A | Director RSUs outstanding at year-end 2024; vest at next AGM or 1-year anniversary |
- Anti-hedging/pledging: Policy prohibits short sales, options/derivatives, hedging, and pledging. No pledged shares by directors/officers reported; insider trading policy attached to 2024 Form 10-K .
Governance Assessment
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Strengths:
- Governance leadership: N&CG Chair with responsibility for board composition, governance framework, and shareholder engagement; independent determination post-I-CFO tenure .
- Attendance and engagement: ≥75% board attendance; full committee attendance; participation in four independent executive sessions .
- Ownership alignment: Material personal ownership and annual director RSUs; compliance with director stock ownership guidelines increased to 4x base retainer in 2024; directors either compliant or on-track within five years .
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Potential Conflicts and Mitigants:
- Affiliation with Sylebra (advisor; Sylebra is a major shareholder and financing counterparty; Sylebra designates directors). Mitigants: formal recusal on Sylebra-related Board meetings; Audit & Finance Committee oversight of related party transactions; robust related-party policy; independence re-affirmation in July 2024 .
- Temporary non-independence during interim CFO service, corrected in July 2024 .
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Compensation signals:
- Director pay mix primarily time-based RSUs plus modest cash retainers; no tax gross-ups; ownership guidelines elevated to 4x base retainer in 2024 (shareholder-friendly) .
- Company-wide say-on-pay approval in 2024 was 77% for NEOs, below prior years; the Compensation Committee left 2024 program structure intact, signaling confidence but warrants monitoring of investor sentiment .
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Additional context:
- One Board meeting recusal tied to Sylebra; continued committee independence on N&CG and Compensation; Audit & Finance reviews related party transactions and financing .
RED FLAGS: Significant shareholder designation (Sylebra) and multiple financing relationships could present perceived conflicts; reliance on recusals and committee oversight is critical to investor confidence. Temporary non-independence while serving as interim CFO required formal re-evaluation to meet Nasdaq criteria .