Adam Gray
About Adam Gray
Adam L. Gray is Chair of the Board of Purple Innovation and a managing partner and co‑founder of Coliseum Capital Management, LLC. He joined the PRPL Board in February 2018 (following the business combination) and was appointed Chair on April 27, 2023 pursuant to a Cooperation Agreement with Coliseum . Gray holds dual Bachelor of Science degrees in Finance (Wharton School) and Mechanical Engineering (School of Engineering & Applied Science) from the University of Pennsylvania . He was 58 years old as of the 2024 record date disclosed in the prior proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burger King Corporation | EVP, Strategic Projects & Capital Management | Prior to Coliseum (dates not specified) | Capital allocation and strategy background |
| Metromedia Restaurant Group | Executive roles (unspecified) | Prior to Coliseum | Operating experience in restaurants |
| Kluge & Co. | Investment management professional | Prior to Metromedia | Investment and capital markets exposure |
| Morgan Stanley | Analyst/associate (unspecified) | Early career | Foundational finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NFI Group, Inc. | Director | Since March 2012 | Current public company directorship |
| The Pas Group Limited | Director; Non‑Exec Chair | Feb 2016–Jan 2020; Chair since Aug 2017 | Australia apparel |
| Redflex Holdings Limited | Director; Non‑Exec Chair | Dec 2013–Jun 2021; Chair since Feb 2014 | Traffic solutions |
| Blue Bird Corporation | Director | Feb 2015–Sep 2017 and Dec 2021–Oct 2023 | School bus manufacturer |
| DEI Holdings, Inc. | Director | Feb 2009–Jun 2011 | Consumer electronics |
| Benihana Inc. | Director | Sep 2010–Aug 2012 | Restaurant chain |
Board Governance
| Item | Detail |
|---|---|
| Board role | Chair of the Board (initially appointed Chair April 27, 2023 under Cooperation Agreement) |
| Independence | Board lists independent directors as Darling, DiCamillo, Hollingsworth, Pate, Serow (and Fiske if elected); Gray is not listed as independent (Coliseum affiliation) |
| Committee memberships | Standing committees and members disclosed do not include Gray (Audit: Pate (Chair), DiCamillo, Darling; HCCC: Hollingsworth (Chair), Darling, Pate, Serow; N&G: DiCamillo (Chair), Serow, Hollingsworth) |
| Lead Independent Director | Gary DiCamillo |
| Attendance | Board met 12 times in 2024; each current director attended at least 87.5% of Board/committee meetings; all eight directors attended both the 2024 annual and special meetings |
| Executive sessions | Independent directors hold regularly scheduled meetings without management |
| Related‑party oversight | Audit Committee reviews and approves related party transactions |
Fixed Compensation
Director compensation structure changed from a cash/equity mix in 2023 to all‑cash retainers in 2024.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board Chair annual retainer (structure) | $225,000 (50% cash / 50% equity) | $225,000 (100% cash) |
| Adam Gray – Fees earned (cash) | $107,667 | $225,000 |
| Adam Gray – Stock awards | $111,088 (fully vested stock) | $0 |
| Adam Gray – Total | $218,755 | $225,000 |
| Payment direction | All Board compensation for Gray is paid to Coliseum |
Notes:
- Additional chair fees: Audit Chair $15,000; HCCC Chair $15,000; N&G Chair $10,000 (cash). Gray does not chair a committee .
- Special committee fees in 2024: Chair $20,000/month; members $15,000/month (DiCamillo, Hollingsworth, Peterson) .
Performance Compensation
No performance‑based compensation is disclosed for non‑employee directors in 2024; equity grants were eliminated in 2024.
| Performance Element | Disclosure |
|---|---|
| RSUs/PSUs to directors | None granted in 2024 (director compensation paid 100% in cash) |
| Options to directors | None in 2024 |
| Performance metrics for director pay | Not applicable for non‑employee directors |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Nomination right | Coliseum holds a continuing right (while ownership thresholds met) to designate one director nominee; Adam Gray is the current Coliseum designee |
| Cooperation Agreement outcomes | 4/19/2023 agreement increased Board size, appointed Gray as Chair, and reimbursed Coliseum $4 million for fees/expenses; Coliseum agreed to standstill through the day after the 2024 AGM |
| Books & records settlement | Company agreed in Dec 2024 to add an additional independent director within 12 months; nominating Neil Fiske satisfies this obligation |
Expertise & Qualifications
- Public company board and executive leadership; operations; finance/P&L management; M&A/integration; risk/crisis management; manufacturing/supply chain; sales & retail management; product development, per Board skills matrix (Gray column) .
- Dual-degree training in finance and engineering (Wharton and Penn Engineering) .
- Extensive investor/operator background via Coliseum and prior operating roles (Burger King, Metromedia) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components/Notes |
|---|---|---|---|
| Adam L. Gray (through Coliseum and related entities) | 60,455,908 | 49.6% | Consists of 46,855,291 Class A shares plus 13,600,617 shares underlying $1.50 warrants; additional 6,071,514 warrant shares excluded due to Beneficial Ownership Cap; based on 107,545,493 shares outstanding as of March 7, 2025 |
| Coliseum Capital entities (aggregate) | 60,455,908 (shared voting/dispositive) | 49.6% | As reported on Schedule 13D/A dated March 13, 2025 (entities listed); business address 105 Rowayton Ave, Rowayton, CT 06853 |
Alignment and restrictions:
- Stock ownership guidelines require non‑employee directors to hold equity valued at 3x annual Board cash retainer; equity valued by 20‑day VWAP; retention required until guideline met, then maintain threshold (deadline generally the later of Nov 12, 2025 or five years from becoming an equity holder; Board may adjust) .
- Anti‑hedging/pledging policy: directors are prohibited from short sales, trading options, margin accounts, and pledges; certain hedges require pre‑clearance .
Governance Assessment
-
Strengths
- Chair role separated from CEO; Lead Independent Director in place; independent directors meet in executive session .
- High board engagement: 12 meetings in 2024; all directors attended at least 87.5% of Board/committee meetings and attended both 2024 stockholder meetings .
- Robust governance policies: anti‑hedging/pledging, stock ownership guidelines for directors, clawback for incentive‑paid employees .
- Say‑on‑pay support: 98% approval at 2024 annual meeting, indicating broad investor support for compensation program design .
-
Risks and red flags
- Control/related‑party exposure: Gray is Coliseum’s designee; Coliseum beneficially owns ~49.6% and holds preemptive rights and a right of first refusal on certain financings under the 2018 Subscription Agreement—potential conflict in capital‑raising decisions .
- 2023 Cooperation Agreement: Company reimbursed Coliseum $4 million; agreement led to Board reconstitution and Gray’s appointment as Chair; while the standstill ended after the 2024 AGM, independent oversight is critical for any future transactions involving Coliseum .
- Independence: Gray not listed among independent directors; continued adherence to special committee processes for any Coliseum‑related transactions is essential .
-
Compensation structure signal
- Shift to 100% cash retainers for directors in 2024 (from 50% cash/50% equity in 2023) reduces direct equity alignment for directors, though guidelines partially offset this; Gray’s $225,000 cash retainer is paid to Coliseum .
Related‑Party Transactions (Context)
- Subscription Agreement (2/1/2018): Coliseum purchased 2.9M shares at $10, with preemptive rights and ROFR over specified financings; Gray appointed to the Board pursuant to the agreement .
- Cooperation Agreement (4/19/2023): Board expanded; Gray appointed Chair; $4 million reimbursement to Coliseum; standstill through day after 2024 AGM; independent special committee and majority‑of‑minority approval required for any Coliseum acquisition proposals .
- Audit Committee is responsible for reviewing and approving related‑party transactions .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Tenure |
|---|---|---|---|
| NFI Group, Inc. | Director | Not disclosed in PRPL proxy | Since Mar 2012 |
| Blue Bird Corporation | Director (past) | Not disclosed in PRPL proxy | Dec 2021–Oct 2023 (also Feb 2015–Sep 2017) |
| The Pas Group Limited | Director; Non‑Exec Chair (past) | Not disclosed | 2016–2020 (Chair since 2017) |
| Redflex Holdings Limited | Director; Non‑Exec Chair (past) | Not disclosed | 2013–2021 (Chair since 2014) |
Governance Details and Committee Structure (for reference)
| Committee | 2024 Members | Meetings (2024) | Chair |
|---|---|---|---|
| Audit | Pate; DiCamillo; Darling | 8 | R. Carter Pate |
| Human Capital & Compensation | Hollingsworth; Darling; Pate; Serow | 7 | Claudia Hollingsworth |
| Nomination & Governance | DiCamillo; Serow; Hollingsworth | 3 | Gary DiCamillo |
| Notes: Board confirms independence of listed committee members; HCCC disclosed no interlocks or insider participation in 2024 . |
Summary Implications for Investors
- Coliseum’s near‑control stake, director nomination right, and financing rights concentrate influence; independent committee rigor and majority‑of‑minority protections are key mitigants investors should watch in any strategic or financing actions .
- Board engagement and governance hygiene (attendance, executive sessions, ownership guidelines, anti‑pledging) are positive; however, the 2024 move to all‑cash director pay slightly weakens direct equity linkage for directors relative to 2023 .