CEO Mark Harding was paid $965,016 in fiscal year 2025, ↓ down 19.7% from fiscal year 2024 (SEC filing 0001104659-25-118311 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$965,016 ↓ Mark Harding total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | 97.67% Say-on-pay support, latest vote |
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PCYO's next annual pay disclosure, estimated December 3, 2026.est. Filing ↗
| 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.
| 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.
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One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| D. Kozlowski | Independent Director | $59,497 |
| F. Fendel | Independent Director | $58,997 |
| J. Sheets | Independent Director | $57,997 |
| P. Beirne | Chair of the Board | $64,497 |
| S. Heitmann | Independent Director | $61,497 |
| W. Abel | Independent Director | $57,497 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Mark Harding | RSU | 1 | — | $100,000 |
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 |
| 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.
| 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.
| 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 |
| 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 | $72,000 |
| 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.
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 | 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.
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.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Mark Harding | DEF 14A | 2025-12-04 | 0001104659-25-118311 | Section “Summary Compensation Table”. As printed: 965,016. Filing ↗machine: span 328887–328894 |
| 2 | Section 01, Marc Spezialy | DEF 14A | 2025-12-04 | 0001104659-25-118311 | Section “Summary Compensation Table”. As printed: 327,500. Filing ↗machine: r5 · c19 · span 344689–344696 |
| 3 | Section 08, P. Beirne | DEF 14A | 2025-12-04 | 0001104659-25-118311 | Section “Director Compensation”. As printed: 64,497. Filing ↗machine: span 255336–255508 |
| 4 | Section 08, S. Heitmann | DEF 14A | 2025-12-04 | 0001104659-25-118311 | Section “Director Compensation”. As printed: 61,497. Filing ↗machine: span 263796–263968 |
| 5 | Section 08, D. Kozlowski | DEF 14A | 2025-12-04 | 0001104659-25-118311 | Section “Director Compensation”. As printed: 59,497. Filing ↗machine: span 266758–266930 |
| 6 | Section 08, F. Fendel | DEF 14A | 2025-12-04 | 0001104659-25-118311 | Section “Director Compensation”. As printed: 58,997. Filing ↗machine: span 261044–261216 |
| 7 | Section 08, J. Sheets | DEF 14A | 2025-12-04 | 0001104659-25-118311 | Section “Director Compensation”. As printed: 57,997. Filing ↗machine: span 269508–269680 |
| 8 | Section 08, W. Abel | DEF 14A | 2025-12-04 | 0001104659-25-118311 | Section “Director Compensation”. As printed: 57,497. Filing ↗machine: span 258085–258257 |
| 9 | Section 08, Mark W. Harding | DEF 14A | 2025-12-04 | 0001104659-25-118311 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 10 | Section 06, 2026 vote | Form 8-K | 2026-01-16 | 0001104659-26-004427 | Item 5.07 · say-on-pay result. As reported: 97.67% (votes for as printed: 16,361,699). Filing ↗ |
| 11 | Section 06, 2025 vote | Form 8-K | 2025-01-17 | 0001558370-25-000261 | Item 5.07 · say-on-pay result. As reported: 99.4% (votes for as printed: 14,390,793). Filing ↗ |
| 12 | Section 06, 2024 vote | Form 8-K | 2024-01-19 | 0001558370-24-000382 | Item 5.07 · say-on-pay result. As reported: 99.19% (votes for as printed: 16,381,571). Filing ↗ |
| 13 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 14 | Section 09b board cost (computed) | Computed | — | — | Cash 180,000 + equity 179,982 + all other 0 = 359,982, summed across the director compensation table rows.machine: formula: Σ = 359,982 |
| 15 | Pure Cycle (subject), Section 10b CEO total | DEF 14A | 2025-12-04 | 0001104659-25-118311 | CEO total compensation as printed in Pure Cycle's own proxy. As printed: 965,016. Filing ↗machine: span 328887–328894 |
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