Steven Bouck
PureCycle TechnologiesAbout Steven Bouck
Steven Bouck (age 68) has served on PureCycle’s board since 2022 as an independent director; he chairs the Compensation Committee and sits on the Audit & Finance Committee. He previously held senior leadership roles at Waste Connections, including CFO (1998–2004), President (2004–2018), and Executive Projects Manager (2018–2022). He holds B.S. and M.S. degrees in Mechanical Engineering from Rensselaer Polytechnic Institute and an MBA in Finance from Wharton, giving him deep operational and financial expertise in environmental services .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waste Connections, Inc. | Executive Projects Manager | Jul 2018–Mar 2022 | Strategic projects oversight |
| Waste Connections, Inc. | President | Sep 2004–Jul 2018 | Ran operations; industry leadership |
| Waste Connections, Inc. | EVP & CFO | Feb 1998–Sep 2004 | Finance leadership; capital stewardship |
| First Analysis Corporation | Various roles (focus on environmental industry finance) | 1986–1998 | Investment research/private equity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed in 2025 proxy . |
Board Governance
- Committee assignments: Chair, Compensation; Member, Audit & Finance .
- Independence: Board determined Bouck is independent under SEC/Nasdaq rules .
- Audit expertise: All Audit & Finance members (including Bouck) qualify as “audit committee financial experts” .
- Attendance: Board met 10 times in 2024; Bouck missed one Board meeting, one Audit & Finance meeting, and one Compensation meeting (≥75% attendance threshold met) .
- Executive sessions: Four independent-director executive sessions in 2024 .
- Leadership structure: Independent committees; Lead Independent Director framework; robust risk oversight via committees .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Base cash retainer | 75,000 | Director annual retainer |
| Compensation Committee Chair fee | 20,000 | Chair premium |
| Audit & Finance Committee member fee | 15,000 | Non-chair member fee |
| Total cash fees earned (2024) | 110,000 | Sum of above components |
| RSU grant date targeted value | 125,000 | Annual director RSUs granted May 8, 2024; number based on 20-day average price; vest at earlier of one year or next annual meeting |
| RSU grant fair value recognized (2024) | 115,324 | ASC 718 grant-date fair value |
| Total 2024 director compensation | 225,324 | Cash + stock |
| Stock ownership guidelines | 4× base cash retainer | Increased from 3× to 4× in 2024; 5-year compliance window; all non-employee directors compliant or on track |
Performance Compensation
| Instrument | Structure | 2024 Grant Detail | Vesting |
|---|---|---|---|
| RSUs (non-employee directors) | Time-based equity (no performance metrics) | Bouck RSUs outstanding at 12/31/2024: 24,177 | Typically vest at earlier of one year post-grant or next annual meeting |
No performance-conditioned awards (PSUs/options) are disclosed for non-employee directors; director RSUs are time-based to promote alignment without incentivizing short-term risk .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Committee interlocks | Compensation Committee members in 2024: Bouck (Chair), Burnell, Musa, Fieler. Fieler briefly served as Interim CFO (Dec 1, 2023–Feb 18, 2024), later re-determined independent (July 2024). No other interlocking relationships disclosed . |
| Related-party oversight | Audit & Finance Committee reviews related-party transactions; 2024 included Sylebra-related financings and Milliken agreements; governance controls described in policy . |
Expertise & Qualifications
- Financial and operational leadership in environmental services; former public-company CFO and President .
- Mechanical engineering training (RPI) plus Wharton MBA, supporting technical and financial oversight .
- Audit committee financial expertise designation via committee composition .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Steven Bouck | 65,817 | <1% | Beneficial ownership as of Mar 21, 2025 |
| RSUs outstanding (not yet vested) | 24,177 | — | As of Dec 31, 2024 |
| Hedging/pledging policy | Prohibited | — | Anti-hedging and anti-pledging for directors/officers/employees |
Governance Assessment
- Strengths
- Independent director with deep financial and operational experience; chairs Compensation Committee and serves on Audit & Finance, enhancing oversight of pay and financial reporting .
- Audit & Finance members deemed “financial experts”; independent consultant FW Cook engaged for compensation benchmarking; no director tax gross-ups; anti-hedging/pledging; clawback policies in place (Nasdaq Rule 5608 compliant) .
- Pay-for-performance discipline evident: NEO STI payout was 0% for 2024 due to missed Ironton EBITDA goals, signaling compensation rigor overseen by Bouck’s committee .
- Director stock ownership guideline raised to 4× retainer to strengthen alignment; Bouck holds 65,817 shares and 24,177 unvested RSUs .
- Watch items / potential red flags
- Sylebra-related financings and board representation create ongoing related-party complexity; board managed conflicts via recusal (e.g., Fieler) and Audit & Finance oversight, but continued vigilance is warranted .
- Compensation Committee membership included a director who was briefly a non-independent officer early in 2024; independence was re-established in July, but this transition period merits attention in evaluating committee objectivity .
- Engagement and attendance
- Bouck missed one Board meeting and one meeting each of Audit & Finance and Compensation committees in 2024; overall attendance remained at or above the 75% threshold .
Overall, Bouck’s chair role on Compensation and membership on Audit & Finance, combined with his prior CFO/President background, support board effectiveness on pay and financial oversight. Governance policies (anti-hedging, clawbacks, ownership guidelines) and 2024 pay outcomes indicate alignment, while related-party financing and committee independence transitions remain monitoring points for investors .