PureCycle Technologies (PCT) appoints Valerie Mars as independent director
Rhea-AI Filing Summary
PureCycle Technologies, Inc. reported that its board has appointed Valerie Mars as a director, effective January 1, 2026. She will also serve on the board’s Audit and Finance Committee, and the board determined she qualifies as an independent director under Nasdaq listing standards.
Mars will receive compensation consistent with the company’s non-employee director program. On January 1, 2026, she is scheduled to receive an initial restricted stock unit award with a grant date value of $41,667, prorated for the four-month period until the 2026 Annual Meeting of Stockholders, under the 2021 Equity and Incentive Compensation Plan. She will also enter into the company’s standard form of indemnification agreement.
The filing notes that Sylebra Capital currently has the right to designate two directors under a Board Representation Agreement, and that Mars was designated to the board by Sylebra Capital pursuant to this agreement.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 18, 2025, the board of directors (the “Board”) of PureCycle Technologies, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Valerie Mars as a director of the Company, effective January 1, 2026. Ms. Mars will serve as a member of the Board’s Audit and Finance Committee. Ms. Mars has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. Mars will participate in a compensatory arrangement that is consistent with the Company’s compensation program for non-employee directors, as determined by the Board from time to time. A description of this program is set forth in the section entitled “Director Compensation” in the Company’s Definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission (“SEC”) on March 28, 2025 (the “2025 Proxy Statement”). Pursuant to this program, on January 1, 2026, Ms. Mars will be granted an initial annual non-employee director award of restricted stock units, prorated for the four-month period until the 2026 Annual Meeting of Stockholders, with a grant date value of $41,667. This grant will be subject to the terms and conditions of the Company’s 2021 Equity and Incentive Compensation Plan. Additionally, Ms. Mars will enter into an indemnification agreement with the Company that is consistent with the standard form that was summarized in and filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on March 22, 2021. The Board determined that Ms. Mars qualifies as an independent director under the listing standards of The Nasdaq Stock Market LLC.
Ms. Mars, 66, was from 2000-2024 the Senior Vice President and Head of Corporate Development for Mars Incorporated, a U.S. multinational company, that manufactures and sells pet food, confectionery, and other food products, and provides animal care services. Since 2024, Ms. Mars serves as a member of the Board of Directors of the Mars family office, and since December 2021, serves as a member of the board of directors and Audit Committee Chair at Ermenegildo Zegna NV. Ms. Mars previously served on the Board of Directors of Fiat Chrysler Automobiles and Ahlstrom-Munksjo. Ms. Mars received a Master of Business Administration from Columbia Business School and a Bachelor of Arts from Yale University. Ms. Mars is qualified to serve as a director for the Company due to her experience in developing and leading global growth initiatives, financial expertise, and commitment to sustainability.
As further described on pages 19 and 20 of the 2025 Proxy Statement, Sylebra Capital (as defined in the 2025 Proxy Statement) is currently entitled to designate two directors for nomination to the Board pursuant to the Board Representation Agreement (as defined in the 2025 Proxy Statement). Ms. Mars was designated to the Board by Sylebra Capital pursuant to the Board Representation Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Set forth below is a list of Exhibits included as part of this Current Report.
Exhibit Number |
Description of Exhibit |
99.1 |
Press release, dated December 18, 2025, announcing the appointment of Valerie Mars to the Board |
104 |
The cover page from this Current Report on Form 8-K, formatted as Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PureCycle Technologies, Inc. |
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Date: |
December 18, 2025 |
By: |
/s/ Brad Kalter |
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Brad Kalter, General Counsel, Chief Compliance Officer and Corporate Secretary |
FAQ
What did PureCycle Technologies (PCT) announce in this 8-K?
PureCycle Technologies announced that its board of directors appointed Valerie Mars as a director, effective January 1, 2026. She will also serve as a member of the board’s Audit and Finance Committee and has been determined to be an independent director under Nasdaq listing standards.
How will Valerie Mars be compensated as a director of PureCycle Technologies (PCT)?
Valerie Mars will participate in the company’s standard compensation program for non-employee directors. On January 1, 2026, she is expected to receive an initial annual non-employee director award of restricted stock units with a grant date value of $41,667, prorated for the four-month period until the 2026 Annual Meeting of Stockholders, under the 2021 Equity and Incentive Compensation Plan.
What is Valerie Mars’s background as described by PureCycle Technologies (PCT)?
The filing states that Valerie Mars, 66, served from 2000–2024 as Senior Vice President and Head of Corporate Development for Mars Incorporated, a multinational company in pet food, confectionery, and other food products, and animal care services. Since 2024, she has served on the board of the Mars family office, and since December 2021, she has been a board member and Audit Committee Chair at Ermenegildo Zegna NV. She previously served on the boards of Fiat Chrysler Automobiles and Ahlstrom-Munksjo.
Why does PureCycle Technologies (PCT) consider Valerie Mars qualified to serve as a director?
The company states that Valerie Mars is qualified to serve as a director due to her experience in developing and leading global growth initiatives, her financial expertise, and her commitment to sustainability, as described in the filing.
What role does Sylebra Capital play in Valerie Mars’s appointment to PureCycle’s board?
According to the filing, as further described in the company’s 2025 proxy statement, Sylebra Capital is currently entitled to designate two directors for nomination to the board under a Board Representation Agreement. Valerie Mars was designated to the board by Sylebra Capital pursuant to this agreement.
Does Valerie Mars have any material related-party transactions with PureCycle Technologies (PCT)?
The company states that Valerie Mars has no direct or indirect material interest in any transaction that would be required to be disclosed under Item 404(a) of Regulation S-K.
Will Valerie Mars receive an indemnification agreement from PureCycle Technologies (PCT)?
Yes. The filing explains that Valerie Mars will enter into an indemnification agreement with the company that is consistent with the standard form previously summarized and filed as an exhibit in a prior registration-related filing.
