Companies Pure Cycle Corp
Pure Cycle (PCYO): executive pay, fiscal 2025
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CEO pay, last three years
- $1,052,500FY2023
- $1,202,500FY2024
- $965,016FY2025
CEO total pay was $965,016 in fiscal 2025, down from $1,202,500 in fiscal 2024.
FY2025: salary $525,000 · bonus $300,000 · stock awards $114,300 · option awards $0
Executives and directors
Frequently asked questions
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Mark Harding | $525,000 | $300,000 | $114,300 | $0 | $0 | $0 | $25,716 | $965,016 |
| President and CEO | ||||||||
| Marc Spezialy | 310,000 | 15,000 | 0 | 0 | 0 | 0 | 2,500 | 327,500 |
| Vice President and CFO | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Mark Harding | $965,016 | $1,202,500 | $1,052,500 | ↓ −237,484 |
| Marc Spezialy | 327,500 | 309,300 | 14,092 | ↑ +18,200 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
The executive compensation program is designed to correlate executive compensation with business objectives and overall performance, attract and retain executive officers, and align the interests of executives and shareholders through equity ownership.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | — |
| Anti-hedging | true |
| Anti-pledging | true |
Equity grants and outstanding awards
No plan-based awards are on file for this fiscal year.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Mark Harding | RSU | 1 | — | $100,000 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| P. BeirneIndependent · Board Chair · Audit | $34,500 | $29,997 | $0 | — | $0 | $64,497 |
| S. HeitmannIndependent · Audit (Chair) | 31,500 | 29,997 | 0 | — | 0 | 61,497 |
| D. KozlowskiIndependent · Compensation (Chair) · Nominating | 29,500 | 29,997 | 0 | — | 0 | 59,497 |
| F. FendelIndependent · Audit · Compensation | 29,000 | 29,997 | 0 | — | 0 | 58,997 |
| J. SheetsIndependent · Compensation · Nominating | 28,000 | 29,997 | 0 | — | 0 | 57,997 |
| W. AbelIndependent · Nominating (Chair) | 27,500 | 29,997 | 0 | — | 0 | 57,497 |
| Mark W. HardingEmployee director | — | — | — | — | — | 0 |
Board fee structure and ownership guideline
| Annual cash retainer | $24,000 |
|---|---|
| Annual equity retainer | $30,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 7,500 / 3,500 / 3,500 |
| Stock ownership guideline | $3 |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $180,000 |
| Equity awards (grant-date value) | $179,982 |
| All other compensation | $0 |
| Total cost of the board | $359,982 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Pure Cycle as a peer
Companies that benchmark against PCYO
5 companies name PCYO as a compensation peer
- CADIZ INCCDZIFY2025
- Consolidated Water Co. Ltd.CWCOFY2025
- FUEL TECH, INC.FTEKFY2025
- RGC RESOURCES INCRGCOFY2025
- YORK WATER COYORWFY2025
Each company listed discloses PCYO in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named PCYO in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Pure Cycle Corp | 2025 | Mark Harding | $525,000 | $114,300 | $0 | $0 | $965,016 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-01-14 | 16,361,699 | 391,001 | 241,184 | 97.67% | Passed |
| 2025 | 2025-01-15 | 14,390,793 | 86,194 | 165,464 | 99.4% | Passed |
| 2024 | 2024-01-17 | 16,381,571 | 133,657 | 411,097 | 99.19% | Passed |
| 2023 | 2023-01-11 | 14,789,964 | 355,923 | 433,233 | 97.65% | Passed |
| 2022 | 2022-01-12 | 12,790,930 | 370,442 | 342,169 | 97.19% | Passed |
| 2021 | 2021-01-13 | 16,316,601 | 95,971 | 86,596 | 99.42% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-01-14 | 97.67%a |
| 2025 | 2025-01-15 | 99.4%b |
| 2024 | 2024-01-17 | 99.19%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Approved under the standard stated in the filing — “For Proposals 2, 3, 4 and any other business matters to be voted on, you may vote "FOR," "AGAINST," or you may "ABSTAIN." Abstentions and broker non-votes will not be counted as votes for or against a proposal and, therefore, have no effect on the vote.”.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (15 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Mark Harding. DEF 14A, filed 2025-12-04. Section “Summary Compensation Table”. As printed: 965,016. View filing ↗
- Section 01, Marc Spezialy. DEF 14A, filed 2025-12-04. Section “Summary Compensation Table”. As printed: 327,500. View filing ↗
- Section 08, P. Beirne. DEF 14A, filed 2025-12-04. Section “Director Compensation”. As printed: 64,497. View filing ↗
- Section 08, S. Heitmann. DEF 14A, filed 2025-12-04. Section “Director Compensation”. As printed: 61,497. View filing ↗
- Section 08, D. Kozlowski. DEF 14A, filed 2025-12-04. Section “Director Compensation”. As printed: 59,497. View filing ↗
- Section 08, F. Fendel. DEF 14A, filed 2025-12-04. Section “Director Compensation”. As printed: 58,997. View filing ↗
- Section 08, J. Sheets. DEF 14A, filed 2025-12-04. Section “Director Compensation”. As printed: 57,997. View filing ↗
- Section 08, W. Abel. DEF 14A, filed 2025-12-04. Section “Director Compensation”. As printed: 57,497. View filing ↗
- Section 08, Mark W. Harding. DEF 14A, filed 2025-12-04. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-01-16. Item 5.07 · say-on-pay result. As reported: 97.67% (votes for as printed: 16,361,699). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-01-17. Item 5.07 · say-on-pay result. As reported: 99.4% (votes for as printed: 14,390,793). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-01-19. Item 5.07 · say-on-pay result. As reported: 99.19% (votes for as printed: 16,381,571). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 09b board cost (computed). Computed. Cash 180,000 + equity 179,982 + all other 0 = 359,982, summed across the director compensation table rows.
- Pure Cycle Corp (subject), Section 10b CEO total. DEF 14A, filed 2025-12-04. CEO total compensation as printed in Pure Cycle Corp's own proxy. As printed: 965,016. View filing ↗