Gary DiCamillo
About Gary T. DiCamillo
Gary T. DiCamillo (age 74) is Lead Independent Director and Chair of the Nomination & Governance Committee at Purple Innovation, Inc. (PRPL), and serves on the Audit Committee where he is designated an “audit committee financial expert.” He has served on the Purple board since the 2018 business combination, originally joining the predecessor SPAC (GPAC) board, and holds an MBA from Harvard Business School and a BS in Chemical Engineering from Rensselaer Polytechnic Institute . He is classified as an independent director under Nasdaq/SEC rules, and the independent directors hold regular executive sessions; board attendance in 2024 was at least 87.5% for each director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Universal Trailer Corporation | President & CEO | Jun 2017–Jan 2020 | Led operations of leading trailer brands |
| Eaglepoint Advisors, LLC | Managing Partner | Jan 2010–present | Advises boards/CEOs on strategy, organization, transitions |
| Advantage Resourcing (RADIA International) | Chairman & CEO | 2002–Aug 2009 | Led staffing group; operational/financial management |
| Polaroid Corporation | Chairman & CEO | 1996–2002 | Led consumer electronics company turnaround |
| Black & Decker | President, Worldwide Power Tools & Accessories | 1986–1996 | Global P&L; manufacturing/supply chain leadership |
| Culligan U.S.A. (Beatrice) | VP/General Manager | Prior to 1986 | Brand/GM role in consumer products |
| Procter & Gamble; McKinsey & Company | Brand Management; Manager | Early career | Strategy, consumer brand experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Whirlpool Corporation (NYSE: WHR) | Director | 1997–2023 | Audit Chair (Apr 2013–Apr 2017) |
| 3Com Corporation | Lead Independent Director; Audit & Compensation Chair | 1998–2010 | Governance leadership during tech cycle |
| The Sheridan Group, Inc. (Private) | Director | May 1989–Feb 2017 | Printing industry oversight |
| Pella Corporation (Private) | Director | 1993–2007; 2010–2018 | Compensation Chair (May 2015–Feb 2018) |
| Berkshire Manufactured Products | Director | Feb 2011–Sep 2015 | Audit Chair (May 2012–Sep 2015) |
| Universal Trailer Corporation | Director | Mar 2011–Jan 2020 | Board governance |
| EmployBridge Holding Company | Director | May 2014–Aug 2016 | Compensation Chair |
| Rensselaer Polytechnic Institute; Museum of Science (Boston); Spoleto Festival USA | Trustee | Various | Civic/academic governance |
Board Governance
- Roles: Lead Independent Director; Chair, Nomination & Governance Committee; Member, Audit Committee; Audit Committee Financial Expert designation .
- Independence: Determined independent under Nasdaq/SEC rules; independent directors meet in executive session regularly .
- Committee activity: Audit Committee held 8 meetings (2024); Nomination & Governance Committee held 3 meetings (2024); Human Capital & Compensation Committee held 7 meetings (2024) .
- Board meetings/attendance: Board met 12 times in 2024; each director attended ≥87.5% of Board and committee meetings held while serving; all eight directors attended both the 2024 annual and special meetings .
- Board leadership: Adam Gray (Coliseum) is Chair; separation of Chair and CEO roles; DiCamillo remains Lead Independent Director under the Cooperation Agreement .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer – Lead Independent Director | $195,000 (cash, paid quarterly in advance) | 100% cash |
| Nomination & Governance Committee Chair Fee | $10,000 (cash) | Additional to Board retainer |
| Audit Committee Member Fee | No fixed member fee disclosed | Audit Chair receives $15,000; members not specified |
| Special Committee – Chair | $20,000 per month (cash) | DiCamillo chaired; committee created to respond to board issues |
| 2024 Fees Earned (DiCamillo) | $266,290 | Includes special committee compensation; no equity/options |
Performance Compensation
| Director Performance-Based Compensation | Status |
|---|---|
| Equity/PSU/Option grants to directors | None disclosed; non-employee directors paid 100% in cash |
Other Directorships & Interlocks
- Current public company directorships: None disclosed as current; last public role at Whirlpool ended 2023 .
- Potential interlocks/conflicts: Adam Gray (Coliseum) is PRPL Chair and a major lender/shareholder; DiCamillo is independent and chairs Nomination & Governance while also serving on Audit, which reviews related-party transactions .
- Committee interlocks: No compensation committee interlocks in 2024; no members were officers/employees; no reciprocal interlocks disclosed .
Expertise & Qualifications
- Financial expertise: Audit Committee Financial Expert designation; extensive P&L and governance experience .
- Operational/Manufacturing/Supply Chain: Senior roles at Black & Decker, Polaroid, and Universal Trailer .
- Strategy and turnaround: Leadership across consumer, industrial, and staffing sectors; broad board oversight .
- Board skills matrix: Public board, operations, manufacturing/supply chain, finance/P&L, M&A/integration, risk/crisis management among areas attributed to DiCamillo .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Gary T. DiCamillo | 158,478 | <1.0% | Class A Common Stock |
- Anti-hedging/pledging: Insider Trading Policy prohibits pledging and discourages hedging unless pre-cleared; short sales/options use prohibited .
- Director stock ownership guidelines: Non-employee directors expected to hold equity valued at 3x annual Board cash retainer (valued at 20-day VWAP); individual compliance status not disclosed .
Governance Assessment
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Strengths:
- Independent leadership as Lead Independent Director plus chairing Nomination & Governance and serving as Audit financial expert provides robust oversight across director selection, governance, and financial controls .
- Strong attendance and committee engagement; Board and committees met frequently in 2024 with ≥87.5% attendance per director .
- Clear policies on anti-hedging/pledging and adoption of a Nasdaq Rule 10D-1-compliant clawback policy (company-wide), bolstering governance controls .
- Say-on-pay 2024 approval >98%, indicating broad investor support for compensation framework under board oversight .
-
Watch items / potential concerns:
- Director compensation is 100% cash with no annual equity grants to directors; while stock ownership guidelines exist, lack of automatic equity in the director pay mix may reduce direct alignment with long-term TSR versus equity-based director pay structures used elsewhere .
- Special committee monthly cash fees ($20k chair; $15k members) elevate director cash compensation; investors should monitor scope, duration, and outcomes of the special committee to ensure fee justification and alignment .
- Significant related-party financing and warrants with Coliseum (Board Chair affiliated), including $61M term loan in Jan 2024 and $19M incremental loan in Mar 2025, plus 26.23M warrants at $1.50 strike (potential dilution), heightens conflict sensitivity; DiCamillo’s Audit Committee role in reviewing related-party transactions is a critical safeguard to monitor .
- Coliseum’s ~49.6% beneficial ownership and historical Cooperation Agreement influence underscores the importance of independent oversight by the Lead Independent Director and special committee processes for fairness in governance .