PureCycle Technologies, Inc.

Overview – What We Pay and Why

Base Salary

We set base salaries for new executive officers at the time of hire and review base salaries for our executive officers on an annual basis to help ensure they remain market competitive and consistent with our peer group, and reflect the scope and responsibility of their positions, as well as their prior experiences. Base salaries for 2024 for our NEOs were reviewed and discussed at a regular meeting of the Compensation Committee and remained unchanged from 2023 base salaries, except for Mr. Kalter’s, which was increased in October 2024 in connection with an expansion of his role to include Chief Compliance Officer responsibilities. Base salary for the CEO is recommended by the Compensation Committee and approved by the Board. We also review base salaries upon a meaningful change in an executive officer’s responsibilities or role. We take into consideration several factors in setting initial base salary or when annually reviewing base salaries for our executive officers, including current base salary; positioning relative to competitive market data and peer companies; scope of the position; prior professional experience; and internal pay comparisons. The fiscal 2024 base salaries, determined by the Compensation Committee based on its consideration of those factors, and any percent increase over the fiscal 2023 base salaries, are provided in the table below.

Annual Cash Incentives

STI Overview

Our annual incentive compensation program is designed to motivate and reward PCT employees, including the NEOs, to create long-term value by achieving key short-term business objectives. The inclusive design is intended to align and motivate our entire PCT team to diligently pursue and prioritize achieving PCT’s annual performance objectives. We set annual incentive compensation targets hierarchically starting with a multiple of base salary.

The Compensation Committee annually reviews and determines each NEO’s cash incentive opportunity, the payout of which is based on achievement ofpre-established overall Company operational and strategic goals (a company performance element) and each NEO’s individual contributions toward the Company strategic objectives (an individual qualitative performance element). If appropriate, the Compensation Committee may review and adjust performance criteria during the year. Actual NEO cash incentives earned may be more or less than the target amount depending on a combination of company and individual performance. The Compensation Committee evaluates NEO performance based on both an objective analysis and subjective analysis: (a) objective analysis is a fixed formula result, which includes reviewing detailed financial models showing variations in compensation at differing levels of achievement and (b) subjective analysis is the Compensation Committee’s assessment of the objective analysis result in context of contributions toward strategic or operational objectives and actual value realized—meaning the Compensation Committee, in its judgement, may exercise discretion, positive or negative, to adjust the total value of incentive compensation in light of financial andnon-financial performance. The Compensation Committee believes our STI program structure aligns with strategic priorities and underscores the importance of both financial andnon-financial performance and successfully motivates employees, including NEOs, to achieve holistic performance that both promotes PCT’s long-term value opportunities for our shareholders and is reasonable in relation to actual annual performance.

Actual STI payouts can range from 0% (if threshold levels of performance are not met) to 200% of the target award (if maximum levels of performance are met for all of the performance measures). When determining the target award for each NEO, the Compensation Committee generally references the median of our peer group for target total cash compensation (sum of base salary and target annual cash incentive) for the position in which such NEO serves. The annual award for the CEO is recommended by the Compensation Committee and approved by the Board.

2024 Short-Term Cash Incentive Award Targets

The 2024 STI design provided NEOs with an opportunity to earn cash incentive payments based on Company performance goal achievements (weighted at 70%) and individual performance achievement (weighted at 30%), with potential payouts ranging from 0% to 200% of target. The Compensation Committee approved the fiscal 2024 award opportunities for our NEOs under the Company’s STI program as set forth below (which, where applicable, were unchanged, as percentages of base salary, from 2023 award opportunities):

2024 Short-Term Cash Incentive Award — Performance Criteria.

For the strategic Company performance criteria, representing 70% of each NEO’s weighted STI target, the Compensation Committee established the following performance goals under the 2024 STI program for the NEOs:

For purposes of the STI award, Ironton EBITDA is calculated as earnings before interest, taxes, depreciation, and amortization associated with the Ironton facility, excluding corporate allocation deductions. The STI awards were designed so that if performance achievement was between threshold and target, or target and maximum, the payout amounts would be determined based on straight-line interpolation.

The Compensation Committee did not establish any specific goals for the individual performance element for 2024 and instead planned to evaluate the NEOs based on their overall contributions toward the Company strategic objectives and, with respect to NEOs other than the CEO, based on recommendations from the CEO.

2024 Short-Term Cash Incentive Award Payout Determinations

2024 was another challenging year as our PureCycle team worked diligently to effectively and efficiently scale our novel recycling technology. While we realized several key milestones, the pace of our progress continued to be incremental, resulting in below threshold Ironton EBITDA performance.

Strategic Company Performance Review

The formulaic results with respect to the strategic Company performance goals (which comprised 70% of the 2024 STI program opportunities) are illustrated in the following table.

Individual Performance Achievements

Because threshold Ironton EBITDA performance was not met, the Compensation Committee did not assess the individual qualitative performance for each of Messrs. Olson, Kalter and Vasquez toward pursuing PCT’s performance goals.

In general, 2024 STI program participants must remain continuously employed by the Company until the award payment date in order to receive a payout of an award under the 2024 STIP. The following table indicates the actual STI program payment made to each NEO for fiscal 2024:

As described elsewhere in the CD&A, the Company entered into an independent contractor agreement with Mr. Fieler in connection with his appointment as I-CFO. Under the terms of the independent contractor agreement, Mr. Fieler was eligible for a minimum bonus at the conclusion of his service as I-CFO of $360,000, subject topro-ration based on the number of months (relative to a full year) during which Mr. Fieler served as I-CFO. The bonus could have been increased up to a total of $720,000 (subject topro-ration as described above) based on Mr. Fieler’s performance as I-CFO in the discretion of the Compensation Committee. At the conclusion of Mr. Fieler’s service as I-CFO in February 2024, the Compensation Committee determined not to increase his bonus above the $360,000 level, and such amount waspro-rated to be $90,000. In accordance with the terms of the bonus, it was paid in the form of 18,181 PCT shares, based on the weighted average closing price of PCT’s common stock for the twenty consecutive trading days preceding the grant date of the shares.

Long-Term Incentive Equity Awards

LTI Overview

We believe our LTI program opportunities, along with our stock ownership guidelines, align the interests of our executive officers with the interests of our shareholders. We provide our NEOs an opportunity to earn market and peer group competitive long-term incentives in the form of PSU, stock option and RSU awards. In determining the size of these long-term incentive awards for each NEO, we consider market data, the scope and complexity of the executive’s position, experience, and internal pay comparisons. For fiscal 2024, the Compensation Committee again determined that the LTI awards for our NEOs (other than Mr. Fieler) would be allocated as follows: PSUs (25%), stock options (25%), and RSUs (50%). These LTI awards were approved by the Compensation Committee (and recommended to the Board by the Compensation Committee for the CEO) at its regular meeting held in the first fiscal quarter. We believe this allocation of equity awards provides an appropriate balance between rewarding achievement of Company-specific performance measures and delivering long-term incentive value through stock performance.

PSU Awards

PSU awards are paid out in shares of our common stock following completion of a three-year performance period if certain performance goals are achieved as determined by the Compensation Committee. The Compensation Committee establishes performance measures and weighting for the entire three-year performance period, as well as thresholds and maximums. Factors the Compensation Committee considers when establishing the performance goals for the three-year period include our status as apre-revenue company, as well as near-term and long-term strategic goals. At the end of the three-year performance period, we expect management to present a summary of performance against the performance goals and the Compensation Committee to make a final determination of actual achievement against these goals. Actual payouts can range from 0% (if the threshold performance levels are not met) to 200% of the target award (if maximum performance levels are met).

The PSUs granted in 2024 will be earned based on achievement of three weightedpre-established performance objectives related to (i) value creation (weighted 40%) (ii) domestic project growth (weighted 30%), and (iii) advance growth projects (weighted 30%), and will vest on the date the attainment of such performance objectives is determined by the Compensation Committee (or, with respect to the CEO, by the Board), subject to the participant’s continued employment with the Company through December 31, 2026. The actual number of shares (if any) issued in settlement of the PSUs may range from 50% (if threshold performance is achieved) to 200% of target. In general, we do not disclose the specific, forward-looking goals that we established for the 2024 PSUs because (1) these goals relate to executive compensation to be earned and/or paid in future years and do not affect a fair understanding of the NEOs’ compensation for 2024 and (2) we believe that disclosure of such goals while the applicable performance period is ongoing would cause us competitive harm. However, we expect to disclose such goals in future proxy statements once the applicable performance periods have ended as part of our discussion of the amounts earned by our NEOs under these awards.

Settlement of 2022 — 2024 PSU Award

Due to operational scaling challenges discussed above, the Company did not meet 2022-2024 LTI minimum performance threshold objectives. Applicable NEO PSUs were therefore forfeited and returned to the pool of shares eligible for award under the Plan. The table below shows the applicable goals, achievements and actual results with respect to the 2022-2024 PSU awards. For purposes of such awards, “product produced” means pounds of purified polypropylene resin and co-products produced. “EBITDA” means earnings before income taxes, depreciation and amortization for the consolidated Company.

Non-qualified Stock Options

In 2024, the Compensation Committee allocated 25% of NEO long term incentive compensation in the form of anon-qualified stock option with aten-year term, that cliff vests at the end of a three-year period. The Company believes stock options are an effective mechanism to link executive compensation to long-term company performance because their value is realized through an increase in the market value of the Company’s common stock, thereby linking that element of compensation to Company performance. In determining the grant date fair values of these option awards we use the Black-Scholes option pricing model with the following assumptions: expected annual dividend yield, expected volatility, risk-free rate of return, expected option term (in years).

Restricted Stock Unit Awards

The Compensation Committee also grants RSUs. RSU awards generally vest in four equal annual installments following the grant date, in each case subject to the participant’s continued employment with the Company through the applicable vesting date. We believe that the RSU awards serve as an important retention tool for our executive officers and that the long-term value of such awards aligns our executive officers’ goals with those of our shareholders. Our NEOs received the following long-term incentive award opportunities in 2024:

2024 Goal Setting

In order to help ensure STI and LTI compensation are aligned with both Company performance and the evolution of corporate strategy, incentive goals and targets are not automatically carried forward year over year. Rather, the Compensation Committee reevaluates performance goals to help ensure goals are: (i) designed to incentivize our executives to drive our key strategic objectives over the relevant performance period; (ii) challenging and sufficiently rigorous; (iii) appropriately reflective of business and market conditions; and (iv) aligned with shareholder interests.