DEF 14A of NPK International Inc., Apr 4, 2024

DEF 14A of NPK International Inc.

Filed Apr 4, 2024 · FY20230000071829-24-000025

Open on EDGAR

  1. OUR DIRECTOR NOMINEES

    OUR DIRECTOR NOMINEES

  2. OUR DIRECTOR NOMINEES

    | | | | | | | Current Committee Memberships | | | | | Nominee | Age | Director Since | Gender | Ethnicity | Service on Other Public Company Boards | Audit | Compensation | Environmental, Social and Governance | Independent | | Rose M. Robeson (Board Chair - 2023) | 63 | 2018 | Female | Caucasian | 2 | | | | ✓ | | Matthew S. Lanigan | 53 | 2022 | Male | Caucasian | — | | | | | | Roderick A. Larson | 57 | 2014 | Male | Caucasian | 1 | ✓ | ✓ | ✓ | ✓ | | Michael A. Lewis (ESG Chair - 2022) | 62 | 2021 | Male | African American | 2 | ✓ | ✓ | ✓ | ✓ | | Claudia M. Meer (Audit Chair - 2023) | 62 | 2022 | Female | Caucasian | 1 | ✓ | ✓ | ✓ | ✓ | | John C. Mingé | 62 | 2017 | Male | Caucasian | — | ✓ | ✓ | ✓ | ✓ | | Donald W. Young (Compensation Chair - 2023) | 51 | 2022 | Male | Caucasian | — | ✓ | ✓ | ✓ | ✓ |

  3. OUR DIRECTOR NOMINEES

    As our Company strategy and the business environment evolve, the Environmental, Social, and Governance Committee (“ESG Committee”) of our Board of Directors annually reviews the skills and experience of our Board members, ensuring that the Board composition evolves with the changing Company strategy and business environment and maintains relevant knowledge as well as a diversity of viewpoints. Each of our Board members in 2023 received 94% support or higher in the annual stockholder election. Summary Board Matrix: Our director nominees’ primary skills and experiences are highlighted in the following matrix. The matrix is intended as a high-level summary of key skills and not an exhaustive list of each director’s skills or contributions to our Board.

  4. OUR DIRECTOR NOMINEES

    | | Robeson | Lanigan | Larson | Lewis | Meer | Mingé | Young | | Knowledge, Skills and Experience | | | | | | | | | Accounting/Financial | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Corporate Governance | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Energy Transition/Sustainability | | | | ✓ | ✓ | ✓ | | | Global Oilfield Service Experience | ✓ | ✓ | ✓ | | | ✓ | ✓ | | Specialty Rental and Critical Infrastructure Experience | | ✓ | | ✓ | | | ✓ | | Executive Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Health, Safety & Environmental | | ✓ | ✓ | ✓ | | ✓ | | | HR/Compensation | ✓ | ✓ | ✓ | | | ✓ | ✓ | | Mergers and Acquisitions | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | Other Public Company Board Experience | ✓ | | ✓ | ✓ | ✓ | | | | Risk Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Technology, Engineering and Manufacturing | | ✓ | ✓ | ✓ | | ✓ | ✓ | | Strategic Planning/Oversight | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |

  5. OUR DIRECTOR NOMINEES

    Director Demographics: 50% of the independent directors are racially/ethnically or gender diverse with 75% of the Board and Committee Chair positions held by independent, diverse directors. Our experienced and qualified Board continues to improve our corporate governance practices as reflected by the following:

  6. OUR DIRECTOR NOMINEES

    | ✓ | Non-executive Board ChairX | Related-party transactions that impair the independence of Board or Committee members | | ✓ | Regular rotation of Committee and Board Chair - in May 2023, three roles (Board Chair, Audit Committee Chair and Compensation Committee Chair) rotatedX | Entrenched Board or Committee members with excessive tenure | | ✓ | Audit Committee Chair held by Financial ExpertX | Classified Board | | ✓ | Majority vote principle with director resignation policy in Corporate Governance GuidelinesX | Excessive annual cash retainers, equity awards or perquisites for Board members | | ✓ | ESG Committee consisting solely of independent Board members and oversees our ESG program, including related risksX | Absent or disengaged Board or Committee members – each Board member attended at least 75% of the 10 Board meetings and 21 committee meetings held in 2023 | | ✓ | Diverse Board required to seek out highly qualified women and minority candidates for inclusion in nominee pool as part of search process for any new director | | | ✓ | Six of seven of our current Board members are independent | | | ✓ | Board Refreshment - average tenure of Board members is five years with an average age under 60 and a mandatory Board retirement age of 75 | |

  7. OUR EXECUTIVE COMPENSATION PROGRAM

    Our Compensation Committee believes that the compensation of our NEOs should be competitive to attract and retain the right caliber of executives. We use a combination of peer group and broader industry data to assess the competitiveness of our compensation programs. NEO compensation is generally targeted at the market median, with opportunities to earn above or below the market median in light of Company performance. However, target compensation levels may vary from median levels based on a variety of considerations, including internal equity, individual experience, time in the position and breadth of responsibilities. For additional information, see “Our Compensation Process - Benchmarking and Peers” below.

  8. OUR EXECUTIVE COMPENSATION PROGRAM

    A significant portion of our executives’ 2023 compensation is directly determined by Company performance metrics that enhance long-term stockholder value creation or otherwise correlate directly to stockholder returns: •Consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”), consolidated return on net capital employed (“RONCE”) and other relevant financial metrics (annual incentives); •Progress against strategic goals, including the continued diversification into new markets, particularly those that are expected to benefit from the energy transition, and the continued advancement of new technologies, which provide our customers with both economic and environmental sustainability benefits (annual incentives); •Superior long-term total stockholder return (“TSR”) generation, relative to peer group, and new for 2023, achievement of an average three-year RONCE performance metric (long-term incentive); and •Time-vesting equity awards, for which realized compensation value is correlated directly to our stock price (long-term incentive).

  9. PAY MIX AND PAY ELEMENTS

    | | Elements of Our Executive Compensation Program | | | | | | | Element | Purpose | | | Description | | | | Attract/Retain | Pay-for-performance | Stockholder Alignment | | | FIXED | Base Salary | ✓ | | | Annual Merit Review: Salary adjustments consider each individual’s experience, performance and contributions over time and provides a competitive level of base pay relative to the median of executives in the same position within our peer group and broader market. | | VARIABLE | Annual Incentives | ✓ | ✓ | ✓ | Annual Performance: Short-term incentive awards are earned based on achieving consolidated and segment financial, ESG and strategic goals on an annual basis. | | | Long-Term Incentives | ✓ | ✓ | ✓ | Multi-Year Performance: Long-term incentive awards with multi-year vesting periods. Realized value contingent upon long-term growth in stockholder value, particularly in the case of equity awards. Performance-based cash awards provide the opportunity to earn from zero to 200% of target at the end of the three-year performance period without diluting stockholders. |

  10. OUR COMPENSATION PROCESS

    | Benchmarking to Market and Peers |

  11. OUR COMPENSATION PROCESS

    As noted above, our Compensation Committee believes that pay practices at peer companies provide useful information in establishing compensation levels and recognizes that our compensation practices must be competitive in the marketplace in order to attract, retain and motivate key executive personnel. Accordingly, the Compensation Committee compares compensation levels in our executive compensation program to compensation levels within our identified peer group. For 2023, Pearl Meyer analyzed the executive compensation data in proxy statements of a peer group consisting of publicly traded companies comparable in size to us in annual revenues, market capitalization, enterprise value and corporate assets. Our peer group includes companies that primarily provide equipment and services to either the oil and gas industry or industrial end-markets. Our Compensation Committee reviews the peer group periodically, typically prior to issuing the performance-cash awards in the second quarter, so that the composition of the peer group continues to include the appropriate balance of companies who service the oil and gas industry versus industrial end markets, including companies whose financial size and operational scale are comparable to ours and who are more likely to compete with us for executive talent.

  12. OUR COMPENSATION PROCESS

    | Peer Group & Survey Data |

  13. OUR COMPENSATION PROCESS

    Reflecting the Company’s business strategy, in fiscal year 2023, the Compensation Committee made changes to the peer group to include a larger number of companies in the industrial and other non-oil and natural gas peers. The 2023 peer group includes seven companies in the oil and gas equipment and services sector and seven companies from industrial and other non-oil and gas industries. Also, in 2023, the Company added the Russell 2000 Index to the performance-cash award peer group to gauge Company performance in comparison to other similar sized companies. These changes increased our mix of industrial and other non-oil and gas companies from 20% in 2021 to 33% in 2022, and 53% in 2023. The Compensation Committee will consider at its scheduled meeting in May 2024 whether any further updates to the peer group for fiscal year 2024 are necessary as we continue to evolve as a company and transition away from the oil and gas industry. In November 2022, Pearl Meyer provided our Compensation Committee with information regarding compensation programs and compensation levels at the 25th, 50th and 75th percentiles for positions similar to those of our executives for the then-current peer group (i.e., those listed as continuing in 2023 and removed in June 2023 above). This information was derived from the proxy filings of the companies in our peer group and compensation survey data from general industry. Where possible, survey results were adjusted to reflect our size, based on annual revenue, and industry. The data was then blended on a weighted basis, which for 2023 was 70% weighted toward the peer group and 30% weighted toward the survey data. The peer group and survey data collectively are referred to as “market data” throughout this Proxy Statement.

  14. OUR DIRECT COMPENSATION ELEMENTS

    | Annual Incentives |

  15. OUR DIRECT COMPENSATION ELEMENTS

    Under our 2010 Annual Cash Incentive Plan, NEOs are eligible to receive annual cash bonuses based on achieving pre-established consolidated and segment financial, ESG and strategic goals. We intend for the plan to: •Hold executives responsible for keeping our employees safe while delivering results that contribute to growth in stockholder value; •Provide a financial incentive to focus on specific financial, ESG, and strategic performance targets; •Reward NEOs based on consolidated and segment performance; and •Encourage NEOs to continually improve consolidated and segment performance. The annual cash incentive opportunity, expressed as a percentage of base salary, for each participant is based on the potential to affect operations and/or profitability. In 2023, the threshold, target and over-achievement cash incentive opportunities for the NEOs, expressed as a percentage of base salary, remained unchanged from prior year target percentage levels for all NEOs other than Ms. Frugé, and are summarized in the table below. As a result of her promotion to Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of the Company, Ms. Frugé’s incentive target increased from 40% to 70% starting on May 1, 2023. Such annual incentive opportunities are applied to the base salary actually paid for the year and therefore reflect any mid-year adjustments to an officer’s annual base salary level.

  16. Annual Incentive Plan Weighting for 2023

    Annual Incentive Plan Weighting for 2023

  17. Annual Incentive Plan Weighting for 2023

    | | Performance Measure Weighting – Percent of Target Opportunity Contingent Upon Each Performance Measure | | | | | | | Metric | Matthew S. Lanigan | Gregg S. Piontek | E. Chipman Earle | David A. Paterson | Lori A. Briggs | M. Celeste Frugé | | Consolidated Earnings before Interest, Taxes, Depreciation and Amortization — EBITDA (1) | 50% | 50% | 50% | 15% | 15% | 50% | | Consolidated Return on Net Capital Employed — RONCE (2) | 15% | 15% | 15% | — | — | 15% | | Segment EBITDA Margin (3) | —% | —% | —% | 30% | —% | —% | | Segment Income after Capital Charge — IACC (4) | —% | —% | —% | —% | 50% | —% | | Operational Efficiency (5) | 10% | 10% | 10% | 30% | 10% | 10% | | ESG — Scorecard (6) | 10% | 10% | 10% | 10% | 10% | 10% | | Strategic Goals (7) | 15% | 15% | 15% | 15% | 15% | 15% |

  18. Annual Incentive Plan Weighting for 2023

    (1) Consolidated EBITDA is calculated from our audited financial statements by taking net income (loss) and adding back interest, taxes, depreciation and amortization. In accordance with the adjustment framework previously adopted by the Compensation Committee, additional adjustments were made and approved by the Compensation Committee to exclude the impact of: (i) $7.1 million of facility exit and severance costs, (ii) $6.4 million in impairments and other charges, (iii) $2.1 million in transaction expenses associated with the Fluids Systems sale process and (iv) $0.5 million in other items. (2) Consolidated RONCE is calculated by dividing operating income, as adjusted for items noted above in footnote (1), by our average net capital employed. (3) Fluids Systems segment EBITDA Margin is calculated by dividing segment EBITDA, as adjusted for items noted above in footnote (1), by segment revenues. (4) Industrial Solutions segment IACC is calculated as reported operating income, as adjusted for items noted above in footnote (1), and subtracting a capital charge, which is determined by applying estimated pre-tax cost of capital for the Company, set by the Compensation Committee at 12% for 2023, to the average monthly net capital employed by the segment in 2023. (5) The Operational Efficiency metric included: Revenue generated from customers in non-E&P markets within Industrial Solutions, the average accounts receivable and inventory as a percent of revenues for Fluids Systems, and cost management, as compared to the approved annual expense budget for the corporate office. (6) ESG goals applied to all participants in the annual incentive program for 2023 and included company-specific targets and goal objectives for ESG and safety. Safety was measured by using TRIR and TVIR. TRIR is an industry standard measure of safety performance that is used to measure the frequency of a company’s recordable safety incidents, while TVIR is an industry standard measure of vehicular safety performance that is used to measure the frequency of a company’s preventable vehicular incidents. ESG was measured by using specific goals with regard to expanding the usage of alternative and recycled materials within Industrial Solutions manufacturing (environmental), the advancement of hiring strategies focused on diversity, equity and inclusion (social), as well as the advancement of our compliance and ethics programs (governance). (7) Strategic goals reflect specific objectives aligned to the long-term strategic plan, covering a variety of areas, including advancements in: investor relations, corporate strategy, Fluids Systems global footprint optimization, streamlining of overhead costs and the execution of key elements of the Industrial Solutions growth plan.

  19. 2023 Annual Incentive Results

    2023 Annual Incentive Results Our annual cash incentive opportunities were earned as follows:

  20. 2023 Annual Incentive Results

    | Corporate Performance | | | | | | | Metric | 2023 Target | 2023 Results | 2023 Award Weighting | Performance as a Percent of Target | Payout as a Percent of Target | | Consolidated EBITDA | $87.0 million | $80.7 million | 50% | 89% | 44% | | Consolidated RONCE | 10.5% | 9.8% | 15% | 94% | 14% | | Operational Efficiency | ($26.0 million) | ($24.5 million) | 10% | 159% | 16% | | ESG Goals (1) | NA | NA | 5% | 130% | 7% | | Safety: TRIR | 0.46 | 0.37 | 2.5% | 200% | 5% | | Safety: TVIR | 1.00 | 0.80 | 2.5% | 200% | 5% | | Strategic Goals (1) | NA | NA | 15% | 110% | 17% | | Total: | | | 100% | | 108% |

  21. 2023 Annual Incentive Results

    | Fluids Systems Segment Performance | | | | | | | Metric | 2023 Target | 2023 Results | 2023 Award Weighting | Performance as a Percent of Target | Payout as Percent of Target | | Consolidated EBITDA | $87.0 million | $80.7 million | 15% | 89% | 14% | | EBITDA Margin | 7.4% | 5.9% | 30% | 71% | 21% | | Operational Efficiency | 50% | 52% | 30% | 79% | 24% | | ESG Goals (1) | NA | NA | 5% | 100% | 5% | | Safety: TRIR | 0.40 | 0.32 | 2.5% | 200% | 5% | | Safety: TVIR | 0.72 | 0.58 | 2.5% | 200% | 5% | | Strategic Goals (1) | NA | NA | 15% | 95% | 14% | | Total: | | | 100% | | 88% |

  22. 2023 Annual Incentive Results

    | Industrial Solutions Segment Performance | | | | | | | Metric | 2023 Target | 2023 Results | 2023 Award Weighting | Performance as a Percent of Target | Payout as Percent of Target | | Consolidated EBITDA | $87.0 million | $80.7 million | 15% | 89% | 13% | | Segment IACC | $20.8 million | $25.7 million | 50% | 133% | 67% | | Operational Efficiency | $175 million | $156 million | 10% | 83% | 8% | | ESG Goals (1) | NA | NA | 5% | 130% | 7% | | Safety: TRIR | 1.00 | 1.10 | 2.5% | 50% | 1% | | Safety: TVIR | 1.82 | 1.46 | 2.5% | 200% | 5% | | Strategic Goals (1) | NA | NA | 15% | 110% | 17% | | Total: | | | 100% | | 118% |

  23. 2023 Annual Incentive Results

    (1) ESG and Strategic Goals reflect specific objectives, as approved as part of the 2023 Annual Plan. Scoring of goals reflects a combination of quantitative and qualitative considerations.

  24. 2023 Annual Incentive Payouts

    2023 Annual Incentive Payouts Based on the above results of our annual incentive program for 2023, our NEOs each received the amounts listed in the table below:

  25. 2023 Annual Incentive Payouts

    | | Actual Payout (as a % of target) | Actual Payout | | Matthew S. Lanigan | 108% | $785,964 | | Gregg S. Piontek | 108% | $356,365 | | David A. Paterson | 88% | $266,566 | | Lori A. Briggs | 118% | $308,771 | | M. Celeste Frugé (1) | 108% | $206,568 |

  26. 2023 Annual Incentive Payouts

    (1) As a result of her promotion to Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, Ms. Frugé’s incentive target increased from 40% to 70% starting on May 1, 2023. Her actual payout was prorated to reflect January through April at a 40% incentive target and May through December at a 70% incentive target. Mr. Earle was not paid an ACIP award for 2023 given his termination of employment. For further information on Mr. Earle’s severance details, please refer to the “Potential Payments upon Termination” section below.

  27. 2023 Annual Incentive Payouts

    | LONG-TERM INCENTIVES |

  28. 2023 Annual Incentive Payouts

    In consideration of market data and dilutive effects of equity grants, the Compensation Committee chose to continue allocating 50% of the targeted value of NEO long-term incentives to performance-based cash awards and 50% to time-based restricted stock units. For 2023, the Compensation Committee revised the performance-based cash award structure from a single relative total-shareholder return (“TSR”) metric over a three-year performance period to an award earned 70% based on relative TSR and 30% based on our achievement of return on invested capital (RONCE) targets established by the Compensation Committee. As described further above, in determining target award levels for each NEO the Compensation Committee considers market data for each NEO’s position provided by its compensation consultant as well as each NEO’s past performance, breadth of responsibilities, ability to contribute to our future success, growth and time in the current position, as well as the recommendation of the CEO for each NEO other than the CEO. For the CEO, the Compensation Committee considers the recommendation of its compensation consultant and also reviews the CEO’s performance with the Board Chair. The Compensation Committee believes that market competitive grants, along with three-year vesting requirements, are the most effective method of reinforcing the long-term nature of the incentive. The Compensation Committee reviews the value of previous awards and grants (whether vested or not) as well as the likelihood of achieving performance goals under previous awards and grants in determining the level of the current year’s awards and grants. The Compensation Committee considers the foregoing factors together and makes a subjective determination with respect to the target value of each NEO’s long-term incentive compensation.

  29. Long-Term Incentive Awards Granted in 2023

    Long-Term Incentive Awards Granted in 2023

  30. Long-Term Incentive Awards Granted in 2023

    | | Long-Term Incentive Target as Percent of Base Salary | 2023 Total Award Value | Value of Performance-Based Cash at 50% of Award (1) | Value of Restricted Stock Units at 50% of Award (1) | Number of Restricted Stock Units (2) | | Matthew S. Lanigan | 330% | $2,392,500 | $1,196,250 | $1,196,250 | 300,565 | | Gregg S. Piontek | 220% | $964,260 | $482,130 | $482,130 | 121,138 | | David A. Paterson | 155% | $674,250 | $337,125 | $337,125 | 84,705 | | Lori A. Briggs | 155% | $581,250 | $290,625 | $290,625 | 73,021 | | M. Celeste Frugé (3) | 125% | $412,500 | $206,250 | $206,250 | 51,822 |

  31. Long-Term Incentive Awards Granted in 2023

    (1) The performance-based cash and restricted stock unit values reflected in the table above are grant date values and do not reflect any subsequent change in value with respect to such awards. Consistent with SEC rules, the grant date values of the restricted stock units are reported in the Summary Compensation Table below, but the values of the performance-based cash awards will only be reported in the Summary Compensation Table in a future year if and when such amounts are earned. (2) The number of restricted stock units granted was determined by dividing the targeted award value by the 30-day average stock price immediately prior to the date of grant of $3.98 per share. (3) Ms. Frugé’s award value was determined based on her annual base salary of $330,000, which became effective on May 1, 2023, in connection with her promotion to Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary.

  32. Long-Term Incentive Awards Granted in 2023

    | LONG-TERM CASH AWARDS |

  33. Long-Term Incentive Awards Granted in 2023

    A total of 50% of each NEO’s total 2023 LTIP target was granted in the form of performance-based cash awards under the Long-Term Cash Incentive Plan (“Cash Plan”). New for 2023, the Compensation Committee added a new RONCE metric to the previously established relative TSR metric under these awards. Relative TSR comprised 70% of the NEO performance-cash award and the new RONCE metric comprised 30% of the NEO performance-cash award.

  34. TSR Payout Levels

    TSR Payout Levels NEOs can earn between 0% and 200% of the TSR portion of their target performance-based cash awards depending on our TSR performance relative to our peer group of companies at the completion of a three-year performance period. The following table reflects the pay-out-levels for our three-year relative TSR portion of the performance-based cash awards:

  35. TSR Payout Levels

    | | Below Threshold | Threshold | Target | Maximum | | Relative TSR | < 25th percentile | 25th percentile | 50th percentile | ≥ 90th percentile | | Payout | 0% | 50% | 100% | 200% |

  36. RONCE Payout Levels

    RONCE Payout Levels NEOs can earn between 0% and 200% of the RONCE portion of their target performance-based cash awards based on three-year average performance against average annual RONCE targets established by the Compensation Committee (i.e., the 2023 target is measured against 2023 - 2025 average performance). For the 2023 award, in consideration of the effects of planned strategic actions on RONCE performance and the uncertainty of timing of such actions, the Compensation Committee determined that it was appropriate to establish annual RONCE performance targets for 2023 to 2025 as part of establishing our annual operating plan each year, rather than establishing a three-year RONCE target.

  37. RONCE Payout Levels

    | | Below Threshold | Threshold | Target | Maximum | | RONCE Result Compared to Target | < 40% of Target | 40% of Target | 100% of Target | 125% of Target | | Payout | 0% | 40% | 100% | 200% |

  38. 2020 Performance-Based Cash Award Payouts

    2020 Performance-Based Cash Award Payouts The performance-based cash awards granted in 2020 achieved a 2023 payout of 87.5% of target, reflecting the Company’s TSR performance reflected 44th percentile of the Company’s 2020 peer group over the applicable three-year period from 2020 to 2023.

  39. 2020 Performance-Based Cash Award Payouts

    | | 2023 Payout | | Matthew S. Lanigan | $259,866 | | Gregg S. Piontek | $358,593 | | David A. Paterson | $250,741 | | E. Chipman Earle | $322,136 |

  40. Cash Retention Awards

    | LONG-TERM EQUITY INCENTIVES |

  41. Cash Retention Awards

    Consistent with our compensation philosophy, we grant 50% of each NEO’s target LTIP value in the form of restricted stock units that vest ratably over a three-year period. These restricted stock units facilitate the most direct long-term share ownership by our NEOs and provide NEOs with the incentive to maximize stockholder value.

  42. OTHER INDIRECT COMPENSATION ELEMENTS

    | Retirement Policy & Severance Benefits |

  43. EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL SEVERANCE BENEFITS

    EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL SEVERANCE BENEFITS

  44. EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL SEVERANCE BENEFITS

    | General |

  45. EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL SEVERANCE BENEFITS

    Each of Mr. Lanigan, Mr. Piontek and Mr. Paterson has an employment agreement under which he is entitled to certain severance payments and benefits in connection with a termination of employment under certain circumstances. All of our NEOs are also participants in the Newpark Resources, Inc. U.S. Executive Severance Plan (the “Severance Plan”), which provides for severance benefits to our executive officers under certain circumstances. Upon a termination triggering benefits under both an employment agreement and the Severance Plan, the NEO will not receive duplicative benefits, but instead will receive the better of the benefits set forth in the employment agreement or the Severance Plan. Each of Mr. Lanigan, Mr. Piontek and Mr. Paterson are also party to change-in-control agreements pursuant to which the applicable NEO may become eligible to receive certain change-in-control severance benefits. Mr. Lanigan’s employment agreement provides similar change-in-control severance benefits. Our other NEOs, Ms. Briggs and Ms. Frugé, are eligible to receive change-in-control severance benefits under the Newpark Resources, Inc. Change in Control Plan (the “CIC Plan”). Mr. Lanigan will receive the better of the change-in-control severance benefits set forth in his change-in-control agreement or the CIC Plan, and each of Mr. Piontek and Mr. Paterson are not eligible to receive change-in-control severance benefits under the CIC Plan due to having change-in-control agreements providing for change-in-control severance benefits. With the adoption of the Severance Plan and the CIC Plan, our Compensation Committee anticipates that future executive officers will not be offered employment agreements or change-in-control agreements. Accordingly, in August of 2021, when Ms. Briggs was appointed as an executive officer she did not receive an employment agreement or a change-in-control agreement and, in connection with her promotion to Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, Ms. Frugé waived her individual employment agreement in exchange for participation in the CIC Plan and Severance Plan.

  46. EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL SEVERANCE BENEFITS

    | Employment Agreement with Matthew S. Lanigan |

  47. EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL SEVERANCE BENEFITS

    Mr. Lanigan’s employment agreement with the Company (the “Lanigan Employment Agreement”), provides for his service as President and CEO, and automatically renews each March 1st for successive one-year periods, unless Mr. Lanigan’s employment is terminated by either party giving 60-days’ prior written notice. Under the Lanigan Employment Agreement, Mr. Lanigan’s employment with us may terminate (a) automatically upon his death or disability, (b) at Mr. Lanigan’s election upon 30-days’ prior written notice to us for “Good Reason” (as defined in the Lanigan Employment Agreement) or Mr. Lanigan’s voluntary resignation at his election without Good Reason, (c) by us for “Cause” (as defined in the Lanigan Employment Agreement), (d) by us without Cause or (e) with 60-days’ prior written notice given by us or Mr. Lanigan in advance of the expiration of any successive employment terms under the Lanigan Employment Agreement. In the event Mr. Lanigan terminates his employment with us for Good Reason or is terminated by us without Cause, he will be entitled to (i) an amount equal to one times Mr. Lanigan’s salary; (ii) an amount equal to one times the target bonus under the 2010 Annual Cash Incentive Plan; (iii) continuation of medical and dental benefits for him and any eligible dependents through March 1, 2025; and (iv) payment of outplacement fees, within the one-year period after termination, of up to $20,000. The Lanigan Employment Agreement entitles Mr. Lanigan to participate in the CIC Plan as a Tier 1 participant and entitles him to receive the change-in-control severance benefits available to Tier 1 participants as set forth in the CIC Plan. Pursuant to the Lanigan Employment Agreement, Mr. Lanigan is entitled to the greater of benefits under his individual change of control agreement or the CIC Plan.

  48. EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL SEVERANCE BENEFITS

    | Employment Agreement with Gregg S. Piontek |

  49. EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL SEVERANCE BENEFITS

    Mr. Piontek is party to an employment agreement with us (the “Piontek Employment Agreement”) under which he currently serves as Senior Vice President and Chief Financial Officer. The term of the Piontek Employment Agreement automatically renews each November 1st for successive one-year periods, unless Mr. Piontek’s employment is terminated by either party giving 60 days’ prior written notice. Under the Piontek Employment Agreement, as amended, Mr. Piontek’s employment with us may terminate (a) automatically upon his death or disability, (b) at Mr. Piontek’s election upon 30-days’ prior written notice to us for “Good Reason” (as defined in the Piontek Employment Agreement) or Mr. Piontek’s voluntary resignation at his election and without Good Reason, (c) by us for “Cause” (as defined in the Piontek Employment Agreement), (d) by us without Cause or (e) with 60-days’ prior written notice given by us or Mr. Piontek in advance of any successive employment terms under the Piontek Employment Agreement. In the event Mr. Piontek terminates his employment with us for Good Reason or is terminated by us without Cause, he will be entitled to (i) a lump sum payment equal to Mr. Piontek’s salary plus target level annual bonus (ii) continuation of medical and dental benefits for 12 months and (iii) payment of outplacement fees, within the one-year period after termination, of up to $20,000.

  50. EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL SEVERANCE BENEFITS

    | Employment Agreement with David A. Paterson |

  51. EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL SEVERANCE BENEFITS

    Mr. Paterson currently serves as Vice President and President, Fluids Systems pursuant to an employment agreement with us (the “Paterson Employment Agreement”) that automatically renews each October 11th for successive one-year periods, unless Mr. Paterson’s employment is terminated by either party giving 60-days’ prior written notice. As an inducement to accept employment with us and in order to align his interests with those of our stockholders, Mr. Paterson was granted an award of 100,000 time-based restricted stock units on July 15, 2019, which vested over a four-year period: 50% on July 15, 2021, and the remaining 50% on July 15, 2023. Under the Paterson Employment Agreement, Mr. Paterson’s employment with us may terminate (a) automatically upon his death or disability, (b) at Mr. Paterson’s election upon 30-days’ prior written notice to us for “Good Reason” (as defined in Mr. Paterson’s employment agreement) or Mr. Paterson’s voluntary resignation at his election and without Good Reason, (c) by us for “Cause” (as defined in Mr. Paterson’s employment agreement), (d) by us without Cause or (e) with 60 days’ prior written notice given by us or Mr. Paterson in advance of the expiration of any successive employment terms under the Paterson Employment Agreement. In the event Mr. Paterson terminates his employment with us for Good Reason or is terminated by us without Cause, he will be entitled to (i) a lump sum payment equal to the sum of the following: (A) Mr. Paterson’s salary for one year; (B) his target level annual bonus for the year in which the termination occurs; and (C) an amount equal to his target level annual bonus pro- rated based on months worked during the year of termination; (ii) continuation of medical and dental benefits for 12 months; and (iii) payment of outplacement fees, within the one-year period after termination, of up to $25,000.

  52. EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL SEVERANCE BENEFITS

    | Change in Control Agreements and CIC Plan |

  53. EMPLOYMENT AGREEMENTS, SEVERANCE AND CHANGE-IN-CONTROL SEVERANCE BENEFITS

    Our Compensation Committee believes change-in-control benefits help to motivate management to seek out change in control transactions that would be in the best interests of our stockholders, secure the continued dedication of our NEOs and management team prior to or following a change in control of our Company and promote continuity of management during a corporate transaction. Each of our active NEOs on December 31, 2023, would have been entitled to receive change-in-control benefits had a change in control occurred on that day. Receipt of the benefits by the executives is conditioned on a change in control of our Company and the termination of employment of the executive under certain circumstances described below (often referred to as a “double-trigger”).

  54. CIC Agreements (applicable to Mr. Piontek and Mr. Paterson)

    CIC Agreements (applicable to Mr. Piontek and Mr. Paterson) Under their legacy individual Change-in-Control Agreements (the “CIC Agreements”), Mr. Piontek and Mr. Paterson are entitled to the following upon a termination without cause or a resignation for good reason (each as defined in the CIC Agreements) during the period from the date that the Company first has knowledge of a potential change in control (as defined in the CIC Agreements) through two years following the closing of such change in control: •Cash Severance. A lump sum payment in an amount equal two times the sum of: (i) the executive’s base salary, plus (ii) the higher of (x) the target bonus the executive would be entitled to under the 2010 Annual Cash Incentive Plan for the fiscal year preceding the termination or (y) the highest bonus received by the NEO under the incentive plan in the two fiscal years immediately preceding the change of control event. •Pro Rata Bonus. A prorated annual bonus (at target level) through the date of termination. •Long-Term Incentives. Full vesting of all outstanding options, restricted stock (whether time or performance-based), and deferred compensation. •Benefits. Continuation of life insurance, medical and dental health benefits, and disability benefits for 12 months for Mr. Paterson and 24 months for Mr. Piontek. •Outplacement Services. Outplacement benefits for up to two years at a value not to exceed $5,000 for Mr. Piontek and $20,000 for Mr. Paterson. Total change-in-control benefits payable to the NEOs will be limited in accordance with the terms of the CIC Plan and incentive award arrangements under the 2015 Plan in certain cases to mitigate the adverse impact of the golden parachute excise tax under Section 4999 of the Internal Revenue Code on the NEOs.

  55. CIC Agreements (applicable to Mr. Piontek and Mr. Paterson)

    | Severance Plan |

  56. CIC Agreements (applicable to Mr. Piontek and Mr. Paterson)

    Severance benefits under the Severance Plan are determined based on the officer’s tier of employment as of December 31, 2023. Tier 1 included only Mr. Lanigan, and Tier 2 included each of our other NEOs. Upon a Qualifying Termination (as defined in the Severance Plan), the NEO would be entitled to receive the better of the severance benefits set forth in their employment agreement (if applicable) and the following severance benefits as set forth in the Severance Plan: a.Cash Severance. A lump sum cash payment equal to two times or one times the sum of the participant’s base salary and target annual bonus as of the date of termination for a Tier 1 or Tier 2 participant, respectively. b.Pro Rata Bonus. The participant’s target bonus under the Company’s annual bonus plan, pro-rated to reflect the participant’s base salary earned during the year in which the Qualifying Termination occurs. c.Time-Based Incentives. Any time-based equity or long-term cash award that would have otherwise vested during the year following the termination of employment would vest pro-rata, based on the period the participant remained employed following the most recent vesting date, to the extent such awards would have otherwise vested during the 12-month period following the date of termination. To the extent a time-based award was granted as an inducement grant, it would vest in full on the date of termination. The exercise period of any stock option, stock appreciation right or similar award would expire on the second anniversary of the date of termination or, if sooner, the original expiration date of the award. d.Performance-Based Incentives. Any performance-based awards (excluding annual bonus awards) granted to the participant more than one year prior to the date of termination that remain outstanding as of the date of termination will vest based on actual performance results, to the extent they do not exceed the target performance level, and pro-rated to reflect the period the participant remained employed during the performance period. Performance-based incentive awards granted to the participant within one year prior to the termination date would be forfeited. e.Health Benefits. A lump sum payment equal to 18 months of the COBRA cost of health and welfare coverage for such participant, based on the level of coverage in effect as of the date of termination. f.Outplacement Services. Outplacement services with a maximum value of $25,000. For information on Mr. Earle’s severance payment details, please refer to the chart summarizing his severance payments listed under the heading “Potential Payments upon Termination.”

  57. CIC Agreements (applicable to Mr. Piontek and Mr. Paterson)

    The impact of an employee’s disability or death on outstanding options can vary depending on whether the employee was eligible for retirement at the time of death and the stock option plan under which the grants were made. Under our Amended and Restated 2006 Equity Incentive Plan (the “2006 Plan”) and our 2015 Plan, upon termination of employment by reason of death or permanent disability, all vested options outstanding may be exercised in full at any time during the 12-month period following termination of employment. To help us attract and retain more experienced mid to late career talent, the Compensation Committee of the Board maintains a Retirement Policy (as amended, the “Retirement Policy”), applicable to all U.S. employees, including NEOs to provide for a retirement treatment that is advantageous for longer tenured employees who are nearing retirement. The Retirement Policy helps us better manage succession planning and provide career advancement opportunities for developing talent. If eligible, under our Retirement Policy, time-based restricted stock or restricted stock units and time-based long-term cash awards outstanding at the time of retirement will continue to vest according to the otherwise applicable vesting schedule. Stock options granted will also continue to vest according to the original vesting schedule. Stock options granted under our 2015 Plan will remain exercisable from the date of retirement until the original expiration date of the option. Stock options granted under any plan prior to the 2015 Plan will remain exercisable for one-year post-retirement, except stock options outstanding for our NEOs that will remain exercisable until the earlier of the second anniversary of the retirement date or the original expiration date of the option. During the continued vesting period or while any stock options remain outstanding, the Company maintains the right to claw back unvested awards or immediately cancel any outstanding stock options in the event of a violation of a non-compete or non-solicitation agreement or other restrictive covenants. For performance-based restricted stock units and performance-based cash awards, the award will remain outstanding and eligible to vest based on actual performance determined at the end of the performance period. Retirement eligibility under the Retirement Policy is defined as accumulating 70 or more “points,” calculated by adding the age of the employee to the employee’s full years of service. The minimum age for retirement eligibility under the Retirement Policy is 60 years. This same definition of retirement eligibility applies to the 2010 Annual Cash Incentive Plan.

  58. EXECUTIVE COMPENSATION

    | SUMMARY COMPENSATION TABLE |

  59. EXECUTIVE COMPENSATION

    | Name and Principal Position | Year | Salary | Bonus (1) | Stock Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | Matthew S. Lanigan (5) President and Chief Executive Officer | 2023 | $725,000 | $— | $1,169,198 | $1,045,830 | $36,399 | $2,976,427 | | | 2022 | $679,170 | $— | $1,339,671 | $994,156 | $32,912 | $3,045,909 | | | 2021 | $400,578 | $199,730 | $581,966 | $549,073 | $19,356 | $1,750,703 | | Gregg S. Piontek Senior Vice President and Chief Financial Officer | 2023 | $438,300 | $500,000 | $471,227 | $714,958 | $36,120 | $2,160,605 | | | 2022 | $438,300 | $— | $539,935 | $796,248 | $33,337 | $1,807,820 | | | 2021 | $405,432 | $77,643 | $503,628 | $515,458 | $24,145 | $1,526,306 | | David A. Paterson Vice President and President, Fluids Systems | 2023 | $435,000 | $500,000 | $329,502 | $517,307 | $34,632 | $1,816,441 | | | 2022 | $435,000 | $— | $377,545 | $309,350 | $24,907 | $1,146,802 | | | 2021 | $402,378 | $— | $352,157 | $108,914 | $15,222 | $878,671 | | Lori A. Briggs (6) Vice President and President, Industrial Solutions | 2023 | $375,000 | $— | $284,052 | $308,771 | $33,744 | $1,001,567 | | | 2022 | $370,834 | $— | $325,467 | $242,212 | $29,617 | $968,130 | | M. Celeste Frugé (7) Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary | 2023 | $311,367 | $— | $201,588 | $206,568 | $26,299 | $745,822 | | E. Chipman Earle (8) Former Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary | 2023 | $141,468 | $250,000 | $— | $322,136 | $880,157 | $1,593,761 | | | 2022 | $424,404 | $— | $499,044 | $729,269 | $33,244 | $1,685,961 | | | 2021 | $392,574 | $— | $465,488 | $218,181 | $24,587 | $1,100,830 |

  60. EXECUTIVE COMPENSATION

    | GRANTS OF PLAN-BASED AWARDS |

  61. EXECUTIVE COMPENSATION

    | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END |

  62. EXECUTIVE COMPENSATION

    | OPTION EXERCISES AND STOCK VESTED |

  63. Potential Payments Upon Termination

    Potential Payments Upon Termination The first five tables that follow reflect the amount of compensation that would have been payable as of December 31, 2023, to each of the NEOs actively employed on such date as a result of a change in control and qualifying termination of that executive’s employment under the terms of the arrangements described in the Compensation, Discussion & Analysis under “Employment Agreements, Severance and Change in Control Severance Benefits.” The amount that would have been payable to each NEO actively employed as of December 31, 2023, upon resignation for good reason or a termination without cause, such a termination in connection with a change in control, and a termination in the event of death or disability of the executive is shown below. The amounts shown assume that the termination was effective on December 31, 2023 and thus include amounts earned through that time and are estimates of the amounts that would have been paid to the executives upon their termination on such date. The amounts do not include compensation to which the NEO was otherwise entitled, such as previously vested equity awards. The value of the equity compensation awards was based on the closing price of our common stock of $6.64 per share on December 29, 2023 (the last trading day of the year). The actual amounts to be paid out can only be determined at the time of the executive’s separation from us. In the event of death or disability before the annual cash (short-term incentive) is paid, the Compensation Committee has the authority to pay (in full or on a pro-rated basis) the amount the employee would have received. We have assumed that the Compensation Committee would have authorized the payment of the full award for purposes of the tables that follow.

  64. CEO PAY RATIO

    CEO PAY RATIO The following information presents the ratio between the total annual compensation paid to our median compensated employee and the total annual compensation paid to our CEO. The ratio was determined based on a reasonable estimate in a manner consistent with applicable SEC rules. Pay ratio disclosures involve a degree of imprecision due to methodologies and compensation practices that may not be consistent across other companies; therefore, the pay ratio disclosed below may not be comparable to the pay ratio reported by other companies. The methodology used to determine the median employee for the CEO pay ratio is discussed below. For 2023, our most recent completed fiscal year: •The annual total compensation of the median employee identified was $49,207; and •The annual total compensation of Mr. Lanigan was $2,976,427. Based on this information, our CEO pay ratio was 60:1 for 2023. Median Compensated Employee Identification Methodology. We identified a new median employee for our CEO pay ratio disclosure in 2023. To identify our median compensated employee, we used the following methodology, material assumptions and estimates: •Measurement Date. The date used to identify the median employee was December 1, 2023. •De Minimis Exception. We considered 1,549 employees in over 24 countries, but that number excluded our workforce in the following 11 countries totaling 75 employees (or approximately 4.8% of our global workforce).

  65. CEO PAY RATIO

    | Countries Excluded | No. of Employees | | Hungary | 13 | | Australia | 12 | | Congo | 11 | | Bahrain | 10 | | Egypt | 9 | | Cyprus | 8 | | Saudi Arabia | 4 | | Brazil | 2 | | Chile | 2 | | New Zealand | 2 | | Oman | 2 |

  66. CEO PAY RATIO

    •Consistently Applied Compensation Measure. We use a variety of pay elements to structure compensation of our global workforce. For purposes of identifying the median employee, rather than using annual total compensation, we selected base pay for the period of January 1, 2023 through November 30, 2023, which includes base salary or wages and overtime pay, as our consistently applied compensation measure. Foreign salaries were converted to U.S. dollars using the 2023 yearly average exchange rate. Median Employee’s Annual Total Compensation. After identifying the median employee for 2023 based on the process described above, we combined all of the elements of that employee’s compensation for 2023 in accordance with Item 402(c)(2)(x) of Regulation S-K.

  67. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE We provide the following disclosure regarding executive “Compensation Actually Paid” or “CAP” (as calculated in accordance with SEC rules), and certain Company performance for the fiscal years listed below. You should refer to “Compensation Discussion and Analysis” in this proxy statement for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions. When referring to the CEO, the following table presents Mr. Lanigan for 2023, Mr. Lanigan and Mr. Howes for 2022, and Mr. Howes for 2021 and 2020. Effective February 28, 2022, Mr. Howes retired as Chief Executive Officer, and effective March 1, 2022, Mr. Lanigan was appointed President and Chief Executive Officer. The 2022 amounts shown for Mr. Lanigan represent total compensation for the full year, even though he was CEO for only a portion of the year.

  68. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | (in thousands) | | | Year | Summary Compensation Table Total for CEO - Lanigan (1) | Summary Compensation Table Total for CEO - Howes (1) | Compensation Actually Paid to CEO - Lanigan (2) | Compensation Actually Paid to CEO - Howes (2) | Average Summary Compensation Table Total for Non-CEO NEOs (3) | Average Compensation Actually Paid to Non-CEO NEOs (2)(3) | TSR (4) | Peer Group TSR (5) | Net Income (Loss) | Consolidated EBITDA (6) | | 2023 | $2,976,427 | N/A | $4,498,960 | N/A | $1,463,639 | $1,811,862 | $105.87 | $107.14 | $14,516 | $80,734 | | 2022 | $3,045,909 | $1,545,166 | $3,448,269 | $2,504,293 | $1,402,178 | $1,692,685 | $66.18 | $107.11 | $(20,834) | $66,715 | | 2021 | N/A | $3,830,170 | N/A | $4,308,180 | $1,314,128 | $1,501,135 | $46.89 | $67.34 | $(25,526) | $39,352 | | 2020 | N/A | $3,174,385 | N/A | $1,525,399 | $929,862 | $186,973 | $30.62 | $56.62 | $(80,696) | $(9,665) |

  69. PAY VERSUS PERFORMANCE

    (1) The dollar amounts shown represent the total compensation reported for our CEO, Mr. Lanigan for 2023, Mr. Lanigan and Mr. Howes for 2022, and Mr. Howes for 2021 and 2020, in the Summary Compensation Table for fiscal years 2023, 2022, 2021 and 2020. (2) To calculate “Compensation Actually Paid,” adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. “Compensation Actually Paid” does not necessarily represent cash and/or equity value paid to or earned by the applicable NEO, but rather is a value calculated under applicable SEC rules. In accordance with SEC requirements, the following adjustments were made to the applicable NEO’s total compensation for each year to determine the “Compensation Actually Paid”:

  70. PAY VERSUS PERFORMANCE

    | Year | Executive(s) | Summary Compensation Table Total | Reported Value of Equity Awards (A) | Equity Award Adjustments (B) | Compensation Actually Paid | | 2023 | CEO - Lanigan | $2,976,427 | $(1,169,198) | $2,691,731 | $4,498,960 | | | Non-CEO NEOs (Average) | $1,463,639 | $(257,274) | $605,497 | $1,811,862 |

  71. PAY VERSUS PERFORMANCE

    (A) Represents the grant date fair value of the equity awards, as reported in the “Stock Awards” column in the Summary Compensation Table for the year. (B) Represents the year-over-year change in the fair value of equity awards, as itemized in the tables below. With respect to equity award adjustments for each applicable year as disclosed in the table above, the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. No awards vested in the year they were granted, and no awards were forfeited in any of the covered years. There were no dividends or other earnings paid on stock or option awards in any applicable year.

  72. PAY VERSUS PERFORMANCE

    | Equity Award Adjustments for CEO - Lanigan | 2023 | | Year-end fair value of outstanding and unvested equity awards granted in the year | $1,995,752 | | Plus (Less): Year-over-year change in fair value of outstanding and unvested equity awards granted in prior years | 716,435 | | Plus (Less): Change in fair value from last day of prior year to vesting date for equity awards granted in prior years that vested in the year | (20,456) | | Total Equity Award Adjustments | $2,691,731 |

  73. PAY VERSUS PERFORMANCE

    | Equity Award Adjustments for Non-CEO NEOs (Average) | 2023 | | Year-end fair value of outstanding and unvested equity awards granted in the year | $439,151 | | Plus (Less): Year-over-year change in fair value of outstanding and unvested equity awards granted in prior years | 185,213 | | Plus (Less): Change in fair value from last day of prior year to vesting date for equity awards granted in prior years that vested in the year | (18,867) | | Total Equity Award Adjustments | $605,497 |

  74. PAY VERSUS PERFORMANCE

    (3) Reflects compensation information for our NEOs, other than our CEO. For 2023, reflects compensation information for Mr. Piontek, Mr. Paterson, Ms. Briggs, Ms. Frugé and Mr. Earle. For 2022, reflects compensation information for Mr. Piontek, Mr. Earle, Mr. Paterson and Ms. Briggs. For 2021, reflects compensation information for Mr. Lanigan, Mr. Piontek, Mr. Earle and Mr. Paterson. For 2020, reflects compensation information for Mr. Lanigan, Mr. Piontek, Mr. Earle and Mr. Paterson. (4) Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019. (5) The Peer Group TSR set forth in this table utilizes the Philadelphia Oil Service Index (OSX), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the years ended December 31, 2023, 2022 and 2021. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the OSX, respectively. Historical stock performance is not necessarily indicative of future stock performance. (6) See below for a reconciliation of Consolidated EBITDA, as adjusted by the Compensation Committee, to net income (loss), the most directly comparable GAAP financial measure for the year ended December 31, 2023. Included in the table is a reconciliation to Adjusted EBITDA. These measures should be considered in addition to, not as a substitute for, financial measures prepared in accordance with GAAP. For such reconciliations for the years ended December 31, 2022, December 31, 2021 and December 31, 2020 please see footnote 6 to our Pay Versus Performance Table in our 2023 Proxy Statement.

  75. PAY VERSUS PERFORMANCE

    | Consolidated | 12 Months Ended | | (In thousands) | December 31, 2023 | | Net income (loss) (GAAP) | $14,516 | | Interest expense, net | 8,181 | | Provision for income taxes | 10,666 | | Depreciation and amortization | 31,372 | | EBITDA (non-GAAP) | 64,735 | | Impairments and other charges | 6,356 | | Fluids sale process transaction expenses | 1,786 | | Facility exit costs and other, net | 4,594 | | Severance costs | 2,659 | | Adjusted EBITDA (non-GAAP) | 80,130 | | Other adjustments for the Annual Cash Incentive Plan | 604 | | Consolidated EBITDA, as adjusted by the Compensation Committee (non-GAAP) | $80,734 |

  76. Description of Certain Relationships between Information Presented in the Pay Versus Performance Table

    Description of Certain Relationships between Information Presented in the Pay Versus Performance Table As described in greater detail under “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a performance-based pay philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

  77. Alignment of Compensation Actually Paid and Total Shareholder Return (TSR)

    Alignment of Compensation Actually Paid and Total Shareholder Return (TSR) The following graph sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs and the Company’s cumulative TSR over the three most recently completed fiscal years. The graph also sets forth a comparison of the Company’s cumulative TSR over the three most recently completed fiscal years and the cumulative TSR of the Company’s peer group over the same period.

  78. Alignment of Compensation Actually Paid and Net Income (Loss)

    Alignment of Compensation Actually Paid and Net Income (Loss) The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our Net Income (Loss) during the three most recently completed fiscal years.

  79. Alignment of Compensation Actually Paid and Consolidated EBITDA, as adjusted by the Compensation Committee

    Alignment of Compensation Actually Paid and Consolidated EBITDA, as adjusted by the Compensation Committee The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our Consolidated EBITDA, as adjusted by the Compensation Committee, over the three most recently completed fiscal years.

  80. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee regularly reviews the compensation of non-employee directors. Our Compensation Consultant provides the Compensation Committee with industry trends in board compensation and recommends retainers and fees based on the peer Company proxy information as well as national board market data. The Compensation Committee then makes recommendations to the Board of Directors on the setting of Board compensation. The Compensation Committee regularly reviews the compensation of non-employee directors. Our compensation consultant provides the Compensation Committee with industry trends in board compensation and recommends retainers and fees based on the peer company proxy information as well as national board market data. The Compensation Committee then makes recommendations to the Board of Directors on the setting of Board compensation. As part of this review, the Board increased the Board Chair Annual Cash Retainer fee from $110,000 to $130,000 and the Board Chair Annual Equity Retainer from $145,000 to $155,000 in May of 2023. The following table describes the current compensation arrangements with our non-employee directors:

  81. DIRECTOR COMPENSATION

    | | Director Compensation | | Annual Cash Retainer Fee (Board Chair) | $130,000 | | Annual Cash Retainer Fee (other non-employee Directors) | $50,000 | | Committee Chair Cash Retainer - Audit and Compensation Committees | $25,000 | | Committee Chair Cash Retainer - ESG Committee | $15,000 | | Committee Member Cash Retainer - Audit Committee | $13,000 | | Committee Member Cash Retainer - Compensation and ESG Committees | $8,500 | | Annual Equity Retainer (Board Chair) (1) | $155,000 | | Annual Equity Retainer (other non-employee Directors) (1) | $125,000 |

  82. DIRECTOR COMPENSATION

    (1) Number of awards is determined by dividing the pre-determined value by the closing price of our common stock as reported on the NYSE on the date of grant, which is the date of our annual meeting of stockholders. The awards are granted under our 2014 Non-Employee Directors’ Restricted Stock Plan. The Board occasionally authorizes additional cash payments to non-employee directors for their service beyond Board and committee meetings, but no such payments were made to any non-employee directors in 2023. Each of our non-employee directors is reimbursed for travel expenses incurred in attending Board and committee meetings. The following table shows the total cash and non-cash compensation attributed to each of our non-employee directors during the fiscal year ended December 31, 2023. The restricted stock awards vest on May 18, 2024. Compensation for Mr. Lanigan is disclosed in the “Executive Compensation” section of this Proxy Statement, as he received no additional compensation in 2023 for serving on our Board.

  83. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) (3) | Total | | Anthony J. Best (4) | $32,823 | $— | $32,823 | | Roderick A. Larson | $80,000 | $125,001 | $205,001 | | Michael A. Lewis | $86,500 | $125,001 | $211,501 | | Claudia M. Meer | $90,418 | $125,001 | $215,419 | | John C. Mingé | $82,176 | $125,001 | $207,177 | | Rose M. Robeson | $124,989 | $155,001 | $279,990 | | Donald W. Young | $94,324 | $125,001 | $219,325 |

  84. DIRECTOR COMPENSATION

    (1)The Board members are paid on a quarterly basis in advance, with the exception of Mr. Best who was paid in advance on a monthly basis. (2)Represents the aggregate grant date fair value for restricted stock awards granted to the non-employee directors in 2023. The grant date fair value of the restricted stock awarded in 2023, as determined pursuant to ASC Topic 718, was $3.89 per share. See Note 12, “Stock-Based Compensation and Other Benefit Plans,” in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for the relevant assumptions used to determine the valuation of our stock awards. (3)At December 31, 2023, Messrs. Larson, Lewis, Mingé and Young, and Ms. Meer each had 32,134 shares of restricted stock outstanding, which will fully vest May 18, 2024, and Ms. Robeson had 39,846 shares of restricted stock outstanding, which will fully vest May 18, 2024. (4)Mr. Best did not stand for reelection at the annual meeting of stockholders held on May 18, 2023 and retired from the Board as of such date. As such, the cash fees reported for Mr. Best reflect his service through the date of his retirement from the Board. He also did not receive a grant of restricted stock awards in 2023.

  85. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  86. ELECTION OF DIRECTORS

    | Nominees and Voting |

  87. ELECTION OF DIRECTORS

    Seven directors are to be elected at the Annual Meeting, each to hold office until the next annual meeting of stockholders or until such director’s successor has been duly elected and qualified. The Board of Directors has nominated for election as directors the seven persons named below based on the recommendation of the ESG Committee. All nominees are incumbent directors. Proxies solicited hereby cannot be voted for a greater number of vacancies than the nominees for director set forth below. The Board of Directors recommends that the stockholders vote “FOR” the election of each of the seven nominees. Unless directed otherwise, the persons named in the enclosed proxy intend to vote the shares of common stock represented by the proxies in favor of the election of these nominees. All of the Board’s nominees have indicated that they are able and willing to serve as directors. If for any reason one or more of these nominees are unable to serve, the persons named in the enclosed proxy will vote instead for another person or persons that the Board of Directors may recommend, or the number of directors may be further reduced. Please note that brokers may not vote your shares on the election of directors in the absence of your specific instructions as to how to vote. We encourage you to provide instructions to your broker regarding the voting of your shares. Our Board members represent a desirable mix of diverse backgrounds, skills and experiences and we believe they all share the personal attributes of effective directors. They each hold themselves to the highest standards of integrity and are committed to the long-term best interests of our stockholders. No family relationships exist among any of our directors or executive officers. Biographical information for each of the director nominees, including the key qualifications, experience, attributes and skills that led our Board to the conclusion that each of the director nominees should serve as a director, is set forth below.

  88. ELECTION OF DIRECTORS

    | Matthew S. Lanigan | | | | EXPERIENCE | | | Mr. Lanigan joined our Board of Directors in March 2022 when he was promoted to President and Chief Executive Officer of Newpark. Mr. Lanigan joined Newpark in April 2016 in the position of President, Mats & Integrated Services and Vice President, Newpark Resources, Inc. Mr. Lanigan served in this role until September 2021 when he was promoted to President and Chief Operating Officer of Newpark. Mr. Lanigan received his Bachelor’s degree in Chemical Engineering from Royal Melbourne Institute of Technology and his MBA from the Melbourne Business School at the University of Melbourne and certification as a Six Sigma Master Black Belt. Mr. Lanigan began his professional career at ExxonMobil in Australia working on rigs as a Drilling & Completions Engineer, progressing from there to Offshore Production Engineer and as a Marketer for Crude & LPG. While pursuing his MBA he accepted a position with GE in the Plastics division where he rose to the role of Chief Marketing Officer before transferring to the Capital division of GE, based in the UK. His first opportunity to work in the United States came with the Enterprise Client Group of GE’s Capital division, where he worked in leadership roles in Sales & Marketing. In 2011, Mr. Lanigan was appointed as the Director of Commercial Excellence for Asia Pacific, based in Australia. In addition to growing revenue and market share, key responsibilities for this role included developing cross-organizational synergies and market entry strategies. | | Age 53 Director Since: 2022 Committees: None | | | | QUALIFICATIONS | | | Mr. Lanigan’s service as our President and Chief Executive Officer, along with his previous tenure as both President and Chief Operating Officer of the Company as well as President of our Industrial Solutions Segment, provide in-depth knowledge and expertise regarding our operations, customers, competitors, markets and strategy. His extensive international experience and knowledge of the industries we serve brings valuable insight and experience which is critical to our business. Mr. Lanigan also has previous experience with leading an executive team, in both domestic and international markets. His business judgment, management experience and leadership skills offer an exceptional perspective with respect to the opportunities, risks and challenges facing our company. |

  89. ELECTION OF DIRECTORS

    | Roderick A. Larson | | | | EXPERIENCE | | | Mr. Larson joined our Board of Directors in March 2014. Mr. Larson currently serves as a member of our Audit, ESG and Compensation Committees. Mr. Larson previously served as Chair of our ESG Committee from May 2018 until April 2022. Beginning in May 2012, Mr. Larson served as Chief Operating Officer of Oceaneering International, Inc. (NYSE: OII), a global provider of engineered services and products, and effective February 2015, was named President of the company. In May 2017, Mr. Larson was appointed to serve as a Director and President and Chief Executive Officer of Oceaneering International, Inc. From August 1998 until May 2012, Mr. Larson held varying positions of increasing responsibility at Baker Hughes, Inc., most recently as President, Latin America. While at Baker Hughes, Inc., Mr. Larson served as Vice President, Operations for the Gulf of Mexico and Deepwater Business Development Manager. From 1990 until 1998, he served as operations manager and field engineer for Western Atlas, Inc. (which was acquired by Baker Hughes) in the United States and Venezuela. | | Age 57 Director Since: 2014 Committees: Audit, Compensation and ESG | | | | QUALIFICATIONS | | | Mr. Larson brings over 29 years of experience in global oilfield services which, in the past, included management responsibility for a drilling fluids business. Based upon his experience and in his current position as President and Chief Executive Officer of Oceaneering, he provides valuable insight into the oil and gas industry, including its risks, opportunities, and challenges. In addition, based on his experience at all levels of various organizations, Mr. Larson offers leadership and understanding of the operations and management of a large, global business. |

  90. ELECTION OF DIRECTORS

    | Michael A. Lewis | | | | EXPERIENCE | | | Mr. Lewis joined our Board of Directors in January 2021. Mr. Lewis has served as Chair of the ESG Committee since April 2022 and currently serves as a member of our Audit Committee and Compensation Committee. Mr. Lewis has over 34 years of electric operations experience, having served as both Interim President as well as Senior Vice President, Electric Operations of Pacific Gas & Electric Corporation (“PG&E”), which filed for bankruptcy protection in 2019 and successfully emerged from bankruptcy in 2020. In these roles, Mr. Lewis oversaw all aspects of PG&E’s Electric Operations, including the company’s wildfire prevention and response efforts, longer-term grid resiliency initiatives, system-wide vegetation management work and emergency preparedness and response efforts. Mr. Lewis joined PG&E in 2018 and retired from PG&E in December 2020. Prior to joining PG&E, from 2016 to July 2018, Mr. Lewis served as Duke Energy’s Senior Vice President and Chief Distribution Officer, responsible for distribution operations across six states. Mr. Lewis previously served in increasingly more senior roles in electric transmission and distribution, including as Chief Transmission Officer at Duke Energy. He holds a bachelor’s degree in electrical engineering from the University of Florida and an MBA from Nova Southeastern University. He attended both the Advanced Management Program at Duke University and the Finance and Accounting for Non-Financial Management Program at the University of Pennsylvania Wharton School. In January 2021, Mr. Lewis was appointed and currently serves on the Board of Directors of Portland General Electric Company (NYSE: POR) as an independent director, as well as a member of the Board’s Compensation and Finance Committees. In October 2021, Mr. Lewis was appointed and currently serves on the Board of Directors of Osmose Utilities Services, Inc., as well a member of its Audit Committee. Additionally, in May 2023, Mr. Lewis was appointed and currently serves on the Board of Directors of Kinross Gold Corporation (NYSE:KGC), as well as a member of its Corporate Governance and Nominating Committee Corporate Responsibility and Technical Committee. | | Age 62 Director Since: 2021 Committees: Audit, Compensation and ESG (Chair) | | | | QUALIFICATIONS | | | Mr. Lewis brings over 34 years of electric and gas utility operations experience, much of which is directly applicable to our industrial services segment. In light of our strategic focus on accelerating growth within electrical utility and industrial end-markets, his extensive career in the electric utility industry and deep knowledge of the industry’s approach to environmental sustainability provides a distinctive perspective to our Board. Mr. Lewis brings valuable insight into the perspectives of our site access and solutions customers. In addition to his knowledge of the electric utility and industrial business, his background has provided Mr. Lewis with valuable experiences in the areas of senior management, human resources, ESG, strategic planning, safety and crisis management. |

  91. ELECTION OF DIRECTORS

    | Claudia M. Meer | | | | EXPERIENCE | | | Ms. Meer joined our Board of Directors in March 2022. Ms. Meer currently has served as Chair of the Audit committee since May 2023 and currently serves as a member of our Compensation and ESG Committees. Ms. Meer is the co-founder of CoreMax Consulting (“CoreMax”), a woman-owned consulting firm focusing on clean energy strategic advisory services with expertise in structured finance, project management, analytics and IT technology. Ms. Meer has served as the Chief Executive Officer of CoreMax since its founding in 2011. She has extensive cleantech and energy transition experience, most recently serving as Chief Investment Officer and Chief Financial Officer from July 2019 to September 2020 of AlphaStruxure, an EaaS joint venture between The Carlyle Group and Schneider Electric, formed to develop and fund clean energy infrastructure. Prior to AlphaStruxure, she served as the Chief Executive Officer and U.S. Country Director from August 2018 to July 2019 of Dalkia U.S., the EDF Group’s U.S.-based building energy efficiency business (“Dalkia”), where she focused on building-centric energy efficiency, smart technologies and clean energy generation to accomplish rapid organic growth and acquisitions. She had previously served as Senior Vice President, Business and Corporate Development of Dalkia from August 2017 to July 2019. From January 2001 to July 2017 she held various positions, including creating and overseeing the public-private partnership and clean energy development and investment groups at Clark Construction Group, LLC. Ms. Meer began her career in investment banking at J.P. Morgan and has significant experience in corporate finance and mergers and acquisitions. She has served since February 2021 as a Board member and Chairman of the Audit Committee of iSun, Inc. (NASDAQ: ISUN), a publicly traded engineering, procurement and construction company focused on solar, storage and electric vehicle services. As of 2021, Ms. Meer has served as Senior Strategic Advisor to DIF Capital Partners, a member of the Board of Directors of Bernhard, one of the largest energy as a service companies, and as a Member of the Executive Advisory Counsel at New Mountain Capital. Additionally, Ms. Meer was appointed as an Advisory Board Member in 2022 by HyAxiom, Inc., the North American Hydrogen Fuel Cell and Eletrolyzer division of Doosan Group. | | Age 62 Director Since: March 2022 Committees: Audit (Chair), Compensation and ESG | | | | QUALIFICATIONS | | | Ms. Meer brings over 37 years of experience in structured finance, mergers and acquisitions, and strategic planning. She has also served as a seasoned executive in roles such as CEO, CFO and CIO and as a member of the Board of one additional publicly traded company and several privately held companies focused on renewable energy development and generation and fleet electrification technology. Ms. Meer has extensive leadership and management experience, domestic and international, and has built new business lines for organizations to help them enter new markets and provide new services to clients. Ms. Meer provides our Board with a unique perspective with her background in infrastructure and the energy transition, including energy efficiency, smart system technologies and clean energy. |

  92. ELECTION OF DIRECTORS

    | John C. Mingé | | | | EXPERIENCE | | | Mr. Mingé joined our Board of Directors in December 2017. Mr. Mingé currently serves as a member of our Audit, ESG and Compensation Committees. Mr. Mingé previously served as Chair of our Compensation Committee from May 2018 until April 2023. Mr. Mingé retired as an employee of BP America, Inc. in December 2019, where he most recently served as chairman of a study by the National Petroleum Council into carbon capture utilization and storage technologies. From February 2013 to May 2018, he served as the Chairman and President of BP America, Inc., a subsidiary of BP plc (NYSE: BP), comprised of BP business units involved in exploration and production, refining, chemicals, supply and trading, pipeline operations, shipping and alternative energy. During his 37-year career with BP, Mr. Mingé held a variety of executive and engineering posts around the globe, including assignments as head of BP Alaska, head of BP’s Asia Pacific Exploration and Production Unit, president of BP Indonesia, and president of exploration and production for BP Vietnam and China. Mr. Mingé began his career with Standard Oil of Ohio in Cleveland, Ohio as a drilling research engineer and then served in varying positions of increasing responsibility throughout the United States, United Kingdom and Southeast Asia. Between July 2019 and July 2022, Mr. Mingé served as a non-executive director for Proserv Group Parent LLC. Mr. Mingé is currently engaged in consulting and advisory services through JC Mingé Energy Services, LLC, and is engaged as a Senior Advisor to KKR and a Senior Advisor to McKinsey & Company. Additionally, Mr. Mingé currently serves as a non-executive director for Lynden, Inc. and as Chairman of the Washington State University Foundation. | | Age 62 Director Since: 2017 Committees: Audit, Compensation and ESG | | | | QUALIFICATIONS | | | Mr. Mingé brings over 37 years of experience in the oil and gas exploration and production business, with senior level responsibilities at one of the largest companies in the world and continues to provide consulting and advisory services in this space. He has had extensive management experience at a number of significant business units, both in the United States and internationally. Mr. Mingé brings valuable insight into the perspectives of our domestic and global customers. In addition to his knowledge of the energy business, his background has provided Mr. Mingé with valuable experiences in the areas of organizational structure, talent development, government affairs, and crisis management. In addition, Mr. Mingé brings a global viewpoint to the development and execution of our long-term strategic plan. |

  93. ELECTION OF DIRECTORS

    | Rose M. Robeson | | | | EXPERIENCE | | | Ms. Robeson joined our Board of Directors in January 2018 and currently serves as the Board Chair. Ms. Robeson previously served as Chair of the Audit Committee from March 2021 and as a member of our Compensation and ESG Committees until her appointment as Board Chair in May 2023. Ms. Robeson served as Senior Vice President and Chief Financial Officer of DCP Midstream GP, LLC, the general partner of DCP Midstream GP LP, which is the general partner of DCP Midstream Partners, LP, a publicly-traded limited partnership, from May 2012 until her retirement in March 2014. Ms. Robeson also served as Group Vice President and Chief Financial Officer of DCP Midstream, LLC from January 2002 to May 2012. Prior to her appointment as Chief Financial Officer of DCP Midstream, LLC, Ms. Robeson was the Vice President and Treasurer. Prior to joining DCP Midstream, LLC, Ms. Robeson held a variety of executive finance positions at Total Petroleum and Kinder Morgan. In December 2020, Ms. Robeson was appointed and currently serves on the Williams Companies, Inc. (NYSE: WMB) Board of Directors as an independent director, as well as the chair of its Audit Committee, and a member of its Environmental, Health and Safety Committee. Since July 2014, Ms. Robeson has served as a member of the Board of Directors of SM Energy Company (NYSE: SM) and is currently serving as a member of the ESG Committee and Compensation Committee. From May 2017 to March 2019, Ms. Robeson served as a member of the Board of Directors and Audit Committee Chair of AMGP GP LLC, the general partner of Antero Midstream GP LP, (“AMGP”). Ms. Robeson previously served as a member of the Board of Directors of Antero Midstream Corporation (NYSE: AM) as of March 2019 as a result of the merger completed by AMGP until June 2022, and during her tenure on the Antero Midstream board she served as Audit Committee Chair and as a member of the Nominating and Governance Committee and as a member of the Conflicts Committee. From June 2014 until June 2016, Ms. Robeson served as a director of American Midstream GP, LLC, the general partner of American Midstream Partners, LP, a publicly traded limited partnership. From October 2015 until December 2017 (when Nabors Industries Ltd. completed its acquisition of Tesco Corporation), Ms. Robeson served as a director of Tesco Corporation, an upstream oilfield services company. | | Age 63 Director Since: 2018 Committees: None | | | | QUALIFICATIONS | | | Ms. Robeson has over 36 years of experience in various aspects of the energy industry, including exploration and production, midstream and refining, and marketing. In addition to her role as a senior financial professional, with accounting oversight responsibilities, she also has experience as a senior executive, as well as an independent board member of several publicly-traded companies. In addition to her background providing a well-rounded leadership experience, she is particularly knowledgeable in the areas of corporate finance, financial reporting, accounting, corporate governance, risk management and strategic planning. |

  94. ELECTION OF DIRECTORS

    | Donald W. Young | | | | EXPERIENCE | | | Mr. Young joined our Board in March 2022. Mr. Young currently serves as the Chair of our Compensation Committee and as a member of our Audit and ESG Committees. Mr. Young serves as the Managing Member of Race Rock Group, a private holding company focused on control and non-control investments in private companies, industrial and commercial real estate, hedge funds, private debt, venture capital and other alternative investments that he founded in May 2007. Mr. Young has served as Chairman and Chief Executive Officer of Race Rock Infrastructure, a leading manufacturer of highway and transportation, telecommunications, solar, utility and transmission infrastructure products that operate as Highway Safety LLC, Ohio Galvanizing LLC and Structural and Steel Products LLC. From October 2008 to July 2019, Mr. Young served as Chairman and Chief Executive Officer of Hoover Ferguson (now Hoover Circular Solutions) an international specialty rental, logistics, technology and service provider of tanks and containers, and, from October 2007 to October 2021, as a director of Hoover Ferguson. Prior to joining Hoover in October 2008, Mr. Young held various positions in private equity at Citigroup Venture Capital and Sciens Capital Partners and investment banking at Bank of America and Prudential Securities. Since December 2019, Mr. Young has served on the board of directors of Gulf Capital Bank where he is a member of the Nominating and Governance and Loan Committees. From November 2019 to March 2021, Mr. Young also served as Executive-in-Residence with Warburg Pincus LLC in their Industrial and Business Services Group. | | Age 51 Director Since: March 2022 Committees: Audit, Compensation (Chair) and ESG | | | | QUALIFICATIONS | | | Mr. Young has extensive and diverse business management experience and expertise. He has executive leadership experience in the industrial services, infrastructure, financial services, energy and manufacturing industries. Mr. Young has a history of management and operational oversight responsibilities for businesses of varying sizes in stable, fast growing and turnaround operating environments which offers valuable insight and knowledge. |