Carter Pate
About R. Carter Pate
R. Carter Pate, age 70, has served as an independent director of Purple Innovation (PRPL) since April 27, 2023; he is currently Chair of the Audit Committee and an audit committee financial expert. His background includes CEO roles and extensive governance and risk oversight, with degrees in Accounting and Information Management (M.S., University of Texas at Dallas) and Accounting (B.S., Greensboro College), and NACD Board Leadership Fellow recognition .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ModivCare Inc. (NASDAQ: MODV) | Chief Executive Officer and Director | 2017–2020 | Led healthcare services company; public company CEO experience |
| MV Global Transportation, Inc. | Chief Executive Officer | 2011–2014 | Operational leadership in transportation services |
| PricewaterhouseCoopers | Global Managing Partner, Health Care | 1996–2012 | Oversight of global healthcare practice; deep finance/risk expertise |
| Red Lion Hotels Corporation (NASDAQ: RLH) | Chair of Board | 2019–2020 | Governance leadership until acquisition/take-private in 2021 |
| Advanced Emissions Solutions, Inc. (NASDAQ: ADES) | Director | 2016–2021 | Board member, environmental solutions exposure |
| BioScrip, Inc. (NASDAQ: BIOS) | Chair of Board | pre-2019 | Led board through merger with OptionCare Health in 2019 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OptionCare Health, Inc. (NASDAQ: OPCH) | Director | Since 2015 | Nation’s largest independent home/alternate site infusion provider |
| Air Methods Corporation (private) | Director | Current | Privately held emergency evacuation transportation company |
| Riverbed Technology | Chair of Board | Since 2021 (as disclosed in 2023 proxy) | Role noted in 2023 proxy; not repeated in 2025 proxy |
Board Governance
- Independence: The Board determined Pate is independent under Nasdaq and SEC rules; independent directors meet regularly in executive session .
- Committee roles: Audit Committee Chair since 2023; Human Capital & Compensation Committee member; designated audit committee financial expert alongside DiCamillo .
- Meetings/attendance: Board held 12 meetings in 2024; each current director attended at least 87.5% of Board and committee meetings held while in office; Audit Committee met eight times; Human Capital & Compensation Committee met seven times in 2024 .
- Risk oversight: Audit Committee oversees accounting/internal controls, external/internal audit, ERM, cybersecurity review, and related party transactions approval .
- Board leadership: Adam Gray (Coliseum designee) is Chair; Gary DiCamillo is Lead Independent Director .
Fixed Compensation
- Structure: Non-employee director annual retainer $175,000 in cash; Audit Committee Chair incremental $15,000 cash; paid quarterly in advance .
- Special committee fees: Chair $20,000/month; members $15,000/month (DiCamillo, Hollingsworth, Peterson); Pate not listed as a member .
| Director | Fees Earned (Cash, $) | Stock Awards ($) | Option Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| R. Carter Pate | 190,000 | — | — | — | 190,000 |
- Cash-only model: All non-employee director compensation paid 100% in cash; committee chair increments in cash; no equity grants in 2024 .
Performance Compensation
- Equity grants: None to Pate in 2024; stock awards and option awards show “—” in the proxy director compensation table .
- Performance metrics: No director performance-based incentives disclosed (no PSU/RSU or option performance metrics for directors) .
| Component | Detail |
|---|---|
| RSUs/PSUs | None disclosed for directors in 2024 |
| Options | None disclosed for directors in 2024 |
| Performance metrics (TSR/revenue/EBITDA/ESG) | Not applicable for director pay in 2024 |
| Clawback policy | Company has 2023 Incentive Compensation Clawback Policy (applies to employees; directors’ pay is fixed cash) |
Other Directorships & Interlocks
- Compensation Committee interlocks: No member (including Pate) had relationships requiring disclosure; no cross-board compensation committee interlocks with executives in 2024 .
- Coliseum influence: Cooperation Agreement (terminated after 2024 annual meeting) installed Adam Gray as Board Chair and reimbursed Coliseum $4 million; Coliseum beneficially owns 49.6% of common stock, with warrants subject to ownership cap .
Expertise & Qualifications
- Skills matrix: Pate credited with finance, accounting, operations, risk/crisis management, and public company board experience .
- Professional credentials: Audit committee financial expert; NACD Board Leadership Fellow; advanced accounting education .
Equity Ownership
- Beneficial ownership: 48,714 shares; less than 1.0% of outstanding common stock (107,545,493 as of March 7, 2025) .
- Ownership guidelines/policies: Company maintains stock ownership guidelines for non-employee directors; anti-hedging policy discourages hedging and requires pre-clearance; short sales, trading options, margin accounts, and pledging are prohibited .
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| R. Carter Pate | 48,714 | * (<1.0%) |
| Shares Outstanding (Record Date) | 107,545,493 | — |
Governance Assessment
-
Strengths:
- Independent Audit Chair with “financial expert” designation; active oversight of ERM and cybersecurity; strong attendance (≥87.5%) suggests engagement .
- Clear anti-hedging/pledging policy enhances alignment and risk control for insiders; stock ownership guidelines in place for directors .
-
Potential concerns/RED FLAGS:
- Cash-only director compensation (no equity) may limit long-term alignment; Pate’s 48,714-share stake is modest relative to float .
- Coliseum’s significant influence (49.6% ownership) and prior Cooperation Agreement could raise governance optics; however, related-party transactions are subject to Audit Committee approval and special committee processes for any Coliseum-led transaction proposals .
-
Net view: Pate’s audit leadership, independence, and attendance support board effectiveness; lack of equity-based director pay and concentrated ownership structure are notable for investor monitoring .