Tanya Burnell
PureCycle TechnologiesAbout Tanya Burnell
Independent director at PureCycle Technologies since 2021; age 48. Chair of the Audit & Finance Committee and member of the Compensation Committee. Background includes VP, Growth Equity & Sustainability at CC Industries (Henry Crown affiliate); prior roles at UL Solutions (Director, Co-Head Corporate Development) and Citigroup Investment Banking. Education: BS in Business Administration (University of Richmond) and MBA (Chicago Booth). Designated to the Board by Pure Crown LLC under an October 5, 2020 nomination agreement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CC Industries, Inc. (Henry Crown affiliate) | Vice President, Growth Equity & Sustainability | 2021–present | Sources and executes investments; strategic, financial and operational oversight to portfolio companies |
| CC Industries, Inc. | Director | 2013–2021 | Oversight and portfolio engagement |
| UL Solutions | Director & Co-Head, Corporate Development | Not disclosed (prior to 2013) | Corporate development leadership |
| Citigroup Investment Banking | Various roles | Not disclosed (early career) | Transaction execution, finance expertise |
External Roles
| Entity | Capacity | Public Company? | Notes |
|---|---|---|---|
| CC Industries, Inc. | Executive (VP) | No (private affiliate of Henry Crown & Company) | Role centered on growth equity and sustainability |
| Other public company directorships | — | — | None disclosed in the proxy |
Board Governance
| Attribute | Details |
|---|---|
| Independence status | Board affirmatively determined Burnell is independent under SEC/Nasdaq standards |
| Committee assignments | Chair, Audit & Finance; Member, Compensation |
| Financial expertise | Audit & Finance Committee members (including Burnell) qualify as “audit committee financial experts” |
| Board attendance | Board met 10 times in 2024; all directors attended ≥75%; Audit & Finance held 12 meetings; exceptions noted for other directors, none for Burnell |
| Executive sessions | Independent directors met in four executive sessions |
| Designation/interlock | Designated by Pure Crown LLC under 10/5/2020 letter (Board seat right) |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base cash retainer | $75,000 | Annual cash retainer for non-employee directors |
| Audit & Finance Committee Chair fee | $30,000 | Chair retainer |
| Compensation Committee member fee (non-chair) | $10,000 | Member retainer |
| Total cash earned (2024) | $115,000 | Matches program components above |
| Other cash fees | — | No meeting fees; no tax gross-ups provided |
Performance Compensation
| Component | Grant date | Shares/Value | Vesting/Terms | Performance Metrics |
|---|---|---|---|---|
| Annual RSU grant | May 8, 2024 | Grant date fair value $115,324 ; program target value $125,000 | RSUs generally vest at earlier of one year from grant or next annual meeting | None; director RSUs are time-based (no performance conditions) |
| RSUs outstanding (12/31/2024) | — | 24,177 RSUs | Time-based per above | — |
Other Directorships & Interlocks
| Category | Disclosed |
|---|---|
| Current public company boards | None disclosed |
| Private/affiliated roles | Executive at CC Industries (private; Henry Crown affiliate) |
| Interlocks/conflicts | Board seat designated by Pure Crown LLC (shareholder nomination right) |
Expertise & Qualifications
- Finance, operational oversight, and strategy expertise; investment sourcing/execution; portfolio oversight .
- Audit committee financial expert; deep financial literacy and governance credentials .
- Degrees: BS (University of Richmond), MBA (Chicago Booth) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged/Hedged Status | Notes |
|---|---|---|---|---|
| Tanya Burnell | 70,451 | <1% | No pledging; Insider Trading Policy prohibits hedging and pledging | Ownership guidelines for directors revised to 4x base cash retainer; compliance expected within 5 years; directors either compliant or on track as of 12/31/2024 |
Governance Assessment
- Board effectiveness: Burnell’s dual roles (Audit Chair; Compensation member) plus “audit committee financial expert” status indicate strong oversight of financial reporting, controls, and pay governance; Audit & Finance met 12 times in 2024 with executive sessions, reflecting active engagement .
- Alignment and incentives: Director pay mix balanced (~$115k cash; ~$115k equity), time-based RSUs encourage ownership without short-term metric gaming; no tax gross-ups; stock ownership guidelines tightened to 4x cash retainer, with compliance tracked over five years .
- Conflicts and related-party oversight: Burnell is Pure Crown’s designated director (shareholder nomination right), which can create perceived influence; mitigated by formal independence determination and Audit Committee policies requiring prior review/approval of related-party transactions and “no less favorable” terms vs unaffiliated third parties . No related-party transactions involving Burnell are disclosed.
- Risk indicators: No delinquent Section 16 filings disclosed for Burnell; Insider Trading Policy bans hedging/pledging (alignment positive) . Company faced extensive financings/transactions with major holders (e.g., Sylebra facilities, bonds, convertible notes), increasing importance of rigorous Audit Committee oversight (a responsibility chaired by Burnell) .
- Shareholder sentiment: 2024 say-on-pay support was ~77%; while focused on NEO pay, it signals a mixed but majority endorsement of governance/practices; continued attention to pay-for-performance alignment is prudent .
RED FLAGS: Shareholder designation (Pure Crown) for Burnell’s seat may be viewed as a potential influence channel; ongoing monitoring of related-party transactions and independence safeguards is warranted . No pledging/hedging and no director-specific related-party transactions were disclosed, mitigating alignment risks .