DEF 14A of Flotek Industries Inc/CN/, Apr 2, 2026

DEF 14A of Flotek Industries Inc/CN/

Filed Apr 2, 2026 · FY20250000928054-26-000033

Open on EDGAR

  1. Our Director Nominees, Board and Board Committees

    Our Director Nominees, Board and Board Committees Currently, the number of directors comprising our Board is set at six and will be increasing to seven in connection with the Meeting. Our Board is not classified, and all positions stand for election at each annual meeting of shareholders. The standing committees for our Board are the Audit Committee (the “Audit Committee”), the Compensation Committee (the "Compensation Committee"), the Corporate Governance & Nominating Committee (the “Governance Committee”) and the Risk & Sustainability Committee (the “Risk Committee”), designated by A, C, G and R in the table below, respectively. Mr. Agadi serves as our Non-Executive Chairman of the Board. Lisa Mayr, currently a director of the Company, having expressed her preference not to be renominated to the Board, is not being put forward as a director nominee and her term will end at the Meeting. The Board thanks her for her service and many contributions to the Company. The following table provides summary information about our nominees for election to the Board as of March 26, 2026.

  2. Our Director Nominees, Board and Board Committees

    | Name and Principal Occupation | | Age | Independent | Director Since | Committee Membership | | | | | | | | | | A | C | G | R | | | Harsha V. Agadi (1) | 63 | | 2020 | | | | | | | Chief Executive Officer of Conduent Inc. | | | | | | | | | | Ryan G. Ezell | 47 | | 2023 | | | | | | | Chief Executive Officer of Flotek Industries, Inc. | | | | | | | | | | Evan R. Farber | 53 | | 2022 | ● | ● | • | ● | | | General Counsel, The Cranemere Group | | | | | | | | | | Michael J. Fucci | 67 | | 2020 | ● | • | ● | • | | | Director, Acadia Healthcare Company, Inc. | | | | | | | | | | Katie Hill | 39 | | N/A | | | | | | | Former Chief Operating Officer, Vital Energy | | | | | | | | | | Kevin McDonald | 59 | | N/A | | | | | | | Founding Partner, Werner Ayers & McDonald LLP | | | | | | | | | | Matthew D. Wilks | 43 | | 2022 | | | | | | | Executive Chairman and President, ProFrac Holding Corp. | | | | | | | |

  3. Our Director Nominees, Board and Board Committees

    1 Non-Executive Chairman of the Board • Chair of Committee ● Member of Committee For additional information on our directors and nominees and their qualifications, please see the section entitled “Item 1: Election of Directors—Director Nominees.”

  4. Director Nominees

    Director Nominees Five of the seven nominees for director are incumbents that are up for reelection and the remaining two nominees for director are up for election for the first time. Highlights of their respective backgrounds and service on the Board to date, as applicable, are described below:

  5. Director Nominees

    | Harsha V. Agadi | | Age: 63 | | | | Director Since: July 2020 | | | EXPERIENCE •CEO of Conduent Incorporated (January 2026 to present) NASDAQ: CNDT* •Board member (May 2025 to present) and Chairman of the Board (May 2025 to January 2026) of Conduent Incorporated NASDAQ: CNDT •Chairman and CEO of GHS Holdings, L.L.C. (2000 to present)* •Interim CEO of Flotek Industries, Inc. (January 2023 to June 2023) •Board member (August 2010 to May 2021) and former President and CEO (August 2015 to May 2020) of Crawford & Company NYSE: CRD-A •Board member (March 2022 to present) of myKaarma* •Board member (May 2022 to present) of GLD Shop* •Former Board member of Diversified Foodservice Supply, Inc. •Former Chairman of Quiznos, LLC •Former Chairman, The Krystal Company •Former Chairman and CEO of Friendly’s Ice Cream, LLC •Former President and CEO of Church’s Chicken PHILANTHROPY & PUBLIC SERVICE •Chairman and Managing Trustee, GHS Charitable Foundation, Inc.* •Chairman and Managing Trustee SKSVMA Charitable Trust* •Board Member Emeritus of Fuqua School of Business, Duke University* •Member of the Board of Trustees of Babson College* •Member of the Board of Governors at the International Tennis Hall of Fame (ITHF)* | EDUCATION •Master of Business Administration, Fuqua School of Business at Duke University •Bachelor of Commerce, University of Mumbai BOARD ROLES •Non-Executive Chairman of the Board (June 2023 to present)* •Member and Chairman of the Compensation Committee (July 2020 to January 2023) •Member of the Audit Committee and Audit Committee Financial Expert (June 2021 to January 2023) •Member of the Risk and Sustainability Committee (June 2021 to June 2023) •Independent Director (July 2020 to January 2023, June 2023 to present)* |

  6. Director Nominees

    Mr. Agadi’s extensive experience serving on company boards, having served as a director of three public companies in addition to Flotek as well as several private companies, demonstrate his expertise in corporate governance. Furthermore, Mr. Agadi’s distinguished career, including multiple chief executive officer roles, underscores his strong leadership capabilities. Mr. Agadi also possesses valuable international experience, having built several successful global brands throughout his highly accomplished career. We believe Mr. Agadi’s combination of expertise in corporate governance, executive leadership and international business makes him a valuable member of our Board.

  7. Director Nominees

    | Ryan G. Ezell | | Age: 47 | | | | Director Since: June 2023 | | | EXPERIENCE •Chief Executive Officer of Flotek Industries, Inc. (June 2023 to present)* •Chief Operating Officer of Flotek Industries, Inc. (March 2022 to June 2023) •Various increasing roles of responsibility at Flotek industries including, President of Chemistry Technologies, SVP, Operations, VP, Operations (August 2019 to March 2022) •Various global leadership roles at Halliburton, most recently serving as Vice President of Baroid Drilling Fluids (May 2006 to July 2019) •Published scientist •Author on more than 26 patents •Member of the American Association of Drilling Engineers, American Chemical Society, Society of Petroleum Engineers, National Association of Corporate Directors, Sustainability Accounting Standards Board, Vistage Advisory Board PHILANTHROPY & PUBLIC SERVICE •Energy Workforce and Technology Council Advisory Board* •Neuhaus Education Center Advisory Board* •Volunteer at Houston Food Bank, Habitat for Humanity, Star of Hope Mission, Fellowship of Montgomery •Volunteer Coach i9 Sports, Montgomery Little League | EDUCATION •Ph.D. in Polymer Science, the University of Southern Mississippi •Bachelor of Science in Chemistry, Millsaps College BOARD ROLES •Member of the Board (June 2023 to present)* |

  8. Director Nominees

    With his background as a published scientist, extensive patent portfolio and over two decades of energy industry experience, Dr. Ezell brings a wealth of expertise and knowledge to the Board. His international experience further broadens his perspective and provides valuable insight for the Company’s international operations. Dr. Ezell’s strategic and operational understanding of the chemistry and data analytics fields provides our Board with a unique perspective on the opportunities and challenges we face. Dr. Ezell has also demonstrated exceptional leadership skills in helping return the Company to profitability. We believe Dr. Ezell’s unique knowledge of our Company, industry and international expertise and exceptional leadership skills make him a valuable asset to our Board.

  9. Director Nominees

    | Evan R. Farber | | Age: 53 | | | | Director Since: October 2022 | | | EXPERIENCE •General Counsel of The Cranemere Group, an industrial holding company (March 2019 to present)* •Acting General Counsel of NorthStar Anesthesia, an operating company of The Cranemere Group (July 2018 to March 2019) •Chief Legal Officer (September 2015 to April 2018), General Counsel (October 2007 to September 2015) of The Advisory Board Company NASDAQ: ABCO •Partner at Hogan & Hartson LLP (now Hogan Lovells US LLP) PHILANTHROPY & PUBLIC SERVICE •Emeritus Board of the Children’s Law Center* •Board of Trustees of Concord Hill School | EDUCATION •Juris Doctorate, The George Washington University Law School •Bachelor of Arts from State University of New York at Binghamton BOARD ROLES •Member and Chair of the Corporate Governance and Nominating Committee (October 2022 to present)* •Member of the Audit Committee (June 2023 to present)* •Member of the Risk and Sustainability Committee (June 2023 to present)* •Member of the Compensation Committee (October 2022 to June 2023, June 2024 to present)* •Independent Director (October 2022 to present)* |

  10. Director Nominees

    Mr. Farber has extensive senior executive experience, including at a public company. Mr. Farber brings valuable expertise to our Board relating to transformational change, corporate governance and risk management. We believe the combination of executive leadership and legal expertise makes Mr. Farber a valuable asset to our Board. Mr. Farber was appointed to our Board pursuant to certain contractual rights discussed more fully under “Corporate Governance — ProFrac Holdings Directors.”

  11. Director Nominees

    | Michael J. Fucci | | Age: 67 | | | | Director Since: November 2020 | | | EXPERIENCE •Director, Conduent Incorporated (October 2025 to present) NASDAQ: CNDT* •Director, Acadia Healthcare Company, Inc. (October 2020 to present) NASDAQ: ACHC* •Executive Chairman (March 2015 to June 2019), Chairman Emeritus (June 2019 to October 2020) of Deloitte U.S. LLP •Member of the Global Board of Deloitte •Chief Operating Officer of Deloitte Consulting (2009 to 2015) PHILANTHROPY & PUBLIC SERVICE •Supporter of Montclair State University Business School* •Involved in various community educational initiatives* | EDUCATION •Bachelor of Science in Mathematics, Montclair State University BOARD ROLES •Member and Chairman of the Risk and Sustainability Committee (June 2021 to present)* •Member of the Compensation Committee (June 2021-present); Chairman (June 2023 to present)* •Member of the Audit Committee (June 2024 to present)* •Member of the Corporate Governance and Nominating Committee (June 2024 to present)* •Independent Director (November 2020 to present)* •Audit Committee Financial Expert (March 2025 to present)* |

  12. Director Nominees

    Mr. Fucci's extensive experience spanning over four decades as a senior leader and practitioner at Deloitte U.S. LLP underscore his remarkable multinational leadership capabilities. Mr. Fucci’s unique perspective on human resource transformation, corporate talent strategies and risk mitigation adds a valuable dimension to our Board’s expertise. We believe that Mr. Fucci’s extensive operational and corporate governance experience both in the United States and globally provide a unique perspective to our Board.

  13. Director Nominees

    | Katie Hill | | Age: 39 | | | EXPERIENCE •Chief Operating Officer (November 2023 to December 2025), Vice President of Operations (September 2022 to October 2023) of Vital Energy •Senior Vice President of Operations of Javelin Energy, a Crescent Energy Operating Subsidiary (May 2020 to August 2022) •Various increasing roles of responsibility at Chesapeake Energy, including Production Manager, Planning Manager, and Engineering leadership roles across Eagle Ford, Midcontinent, and Utica assets (May 2012 to May 2020) •Various technical and operational engineering roles at BP, spanning Deep Water upstream and Onshore midstream assets (May 2008 to December 2010) PHILANTHROPY & PUBLIC SERVICE •Board Member, Helen's Project* •Junior League Dallas, Finance Committee •Women Energy Network, Mentor •University of Michigan Hail Alumni Program, Mentor | EDUCATION •Masters of Science in Engineering, University of Michigan •Bachelor of Science in Engineering, University of Michigan BOARD ROLES •Director nominee |

  14. Director Nominees

    Ms. Hill is an accomplished leader with more than 15 years’ experience in the energy sector and more specifically in both technical and operation roles. As an accomplished engineer, she has held operational as well as leadership roles in several energy companies spanning US land operations, deep water upstream and onshore midstream assets. As Senior Vice President and Chief Operating Officer of Vital Energy she oversaw both the governance as well as day to day operations. We believe that Ms. Hill’s extensive operational and leadership experience provides a unique and practical application to our Board.

  15. Director Nominees

    | Kevin McDonald | | Age: 59 | | | EXPERIENCE •Founding Partner, Werner Ayers & McDonald LLP (November 2023 to present)* •Executive Vice President, Chief Administrative Officer, General Counsel & Secretary of NexTier Oilfield Solutions Inc. (NYSE: NEX) (2019 to September 2023), and prior thereto Executive Vice President, General Counsel & Secretary of Keane Group, Inc. (NYSE: FRAC) (2016 to 2019), including advising through Keane’s 2017 initial public offering, the 2019 merger of equals with C&J Energy Services forming NexTier, and the 2023 merger with Patterson-UTI Energy •Global Chief Compliance Counsel reporting to the Audit Committee of the Board of Directors, and senior roles in corporate governance, disclosure and government relations, Marathon Oil Corporation (NYSE: MRO) •Executive officer with responsibility for legal, compliance and government and public affairs, Cooper Industries, Ltd. (NYSE: CBE), subsequently acquired by Eaton Corporation •Senior legal roles at Anadarko Petroleum Corporation (NYSE: APC), subsequently acquired by Occidental Petroleum Corporation, and Valero Energy Corporation (NYSE: VLO) PHILANTHROPY & PUBLIC SERVICE •Chair (2023) and Member, Board of Trustees, Texas A&M University 12th Man Foundation (2018 to 2024) •Director, Arms of Hope •Trustee, Houston Christian High School | EDUCATION •J.D., University of Texas School of Law •B.S. in Agricultural Economics, magna cum laude, Texas A&M University BOARD ROLES •Director nominee |

  16. Director Nominees

    Mr. McDonald brings to the Board extensive experience across the energy value chain, having spent most of his career in senior executive and legal leadership roles spanning oilfield services, upstream exploration and production, downstream refining and marketing, and energy-related industrial manufacturing. Over the course of his career, he has worked closely with executive leadership teams and boards of directors on matters involving corporate strategy, commercial operations, risk management, capital allocation and mergers and acquisitions. His tenure as a senior executive of a NYSE-listed oilfield services company — serving as a Named Executive Officer through Keane’s 2017 initial public offering, the 2019 merger of equals forming NexTier Oilfield Solutions, and the 2023 merger with Patterson-UTI Energy — provided deep involvement in corporate strategy, M&A execution, investor engagement and operational decision-making for a company that grew to approximately $3.7 billion in annual revenue. We believe Mr. McDonald’s combination of energy industry experience, public company executive leadership, transactional expertise, and corporate governance background make him a valuable member of our Board.

  17. Director Nominees

    | Matthew D. Wilks | | Age: 43 | | | | Director Since: June 2022 | | | Matt D. Wilks has served as the Executive Chairman of the Board of Directors for ProFrac Holding Corp. since August 2021. Mr. Wilks has been the President of ProFrac since October 2018 and previously served as the Chief Financial Officer from May 2017 to August 2021. Mr. Wilks also serves as Vice President of Investments for Wilks Brothers since January 2012. From 2010 to 2012, Mr. Wilks served as Vice President of Logistics for FTSI. Additionally, Mr. Wilks served as a member of the Board of Directors of Approach Resources, Inc. (NASDAQ: “AREX"), an upstream oil and gas company focused on the exploration, development and production of unconventional oil and gas resources in the United States, from January 2017 to November 2019. | |

  18. Director Nominees

    As the Executive Chairman of ProFrac Holdings Corp., a technology-focused, vertically integrated energy services company, Mr. Wilks has developed extensive industry knowledge and valuable executive experience. We believe Mr. Wilks energy industry background and executive leadership skills allow our Board to better navigate the complexities of the energy industry and enhance our strategic decision-making. Mr. Wilks was appointed to our Board pursuant to certain contractual rights discussed more fully under “Corporate Governance — ProFrac Holdings Directors.” The above biographical and other information for the seven director nominees is as of March 26, 2026. The Board is committed to ensuring that the composition of the Board reflects the appropriate level of diverse viewpoints, taking into account experience, background, perspective, gender and ethnicity.

  19. Director Compensation

    Director Compensation Board members receive an annual retainer of $52,000 and additional retainers for serving as a chair or member of a Board committee. Effective May 15, 2026, Board member annual retainers will increase to $65,000. Directors may elect to receive their annual retainer in stock of the Company in lieu of cash. The Audit Committee chair receives an annual retainer of $32,000 and Audit Committee members receive an annual retainer of $8,000. The Compensation Committee chair receives an annual retainer of $20,000 and Compensation Committee members receive an annual retainer of $8,000. The Governance Committee chair receives an annual retainer of $16,000 and Governance Committee members receive an annual retainer of $4,000. The Risk Committee chair receives an annual retainer of $16,000 and Risk Committee members receive an annual retainer of $4,000. The Non-Executive Chairman receives an annual retainer of $80,000. From time-to-time, the Board may form a special committee for a particular purpose and service on that special committee can generate additional director fees. Directors do not receive fees for attending Board or standing committee meetings. The members of the Board also receive an annual grant of restricted stock awards equal to a market value of $100,000 based upon the fair market value of the Company’s common stock on the grant date. The restricted stock awards vest on the one-year anniversary of the grant date or on the date of the annual meeting of shareholders following the grant, whichever is earlier, so long as the next annual meeting occurs at least fifty (50) weeks after the grant date. We do not expect to pay our directors who are also our officers, such as Dr. Ezell, any additional amounts for their service to us in their capacities as directors. Accordingly, Dr. Ezell did not receive any additional compensation for his service as a member of the Board. Dr. Ezell’s compensation is reported below in “Item 2. Advisory Vote on Named Executive Officer Compensation – Summary Compensation Table.” Mr. Wilks did not receive any compensation for his service as a member of the Board in 2025. The following table presents the total compensation for each person who served as a non-employee member of the Board during 2025:

  20. Director Compensation

    | Name | Fees earned or paid in cash(1) | | Stock awards(2)(3) | | Non-equity incentive plan compensation | | All other compensation | | Total | | | Harsha V. Agadi | | 160,333 | | 100,000 | | — | | — | | 260,333 | | Evan R. Farber | | 103,000 | | 100,000 | | — | | — | | 203,000 | | Michael J. Fucci | | 115,000 | | 100,000 | | — | | — | | 215,000 | | Lisa Mayr | | 115,000 | | 100,000 | | — | | — | | 215,000 | | Matthew D. Wilks | | — | | — | | — | | — | | — |

  21. Director Compensation

    (1)For each of Mr. Agadi, Mr. Farber, Mr. Fucci and Ms. Mayr these amounts reflect annual cash Board retainer fees, committee chair fees and committee membership fees, as applicable. (2)These amounts reflect the aggregate grant date fair value, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (ASC 718), of awards pursuant to the Flotek Industries, Inc. 2018 Long-Term Incentive Plan. Assumptions used in the calculation of these amounts are included in “Note 14 — Stock-Based Compensation and Other Benefit Plans” to the Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” in the Company’s 2025 Form 10-K. Awards were not vested as of December 31, 2025, and vest on the one-year anniversary of the grant, or on the date of the annual meeting of shareholders following the grant, whichever is earlier, so long as the next annual meeting occurs at least fifty (50) weeks after the grant date. (3)As of December 31, 2025, Mr. Agadi had 6,394 stock awards outstanding, Mr. Farber had 6,394 stock awards outstanding, Mr. Fucci had 6,394 stock awards outstanding, Ms. Mayr had 6,394 stock awards outstanding, and Mr. Wilks had no stock awards outstanding. Security Ownership of Certain Beneficial Owners,

  22. Named Executive Officer Compensation

    | Compensation Element | Objective | Key Features | | Base Salary | Provides regular income, reflecting scope of responsibilities, job characteristics, leadership skills and experience. | Reviewed annually based on individual performance. While base salary is not performance-based, annual increases are not guaranteed. | | Short-Term Incentives | Rewards contributions to achievement of annual targets and individual performance, with a focus on key financial indicators. | Compensation Committee determines performance metrics to align awards with short-term goals. | | Long-Term Incentives | Correlates pay with shareholder value and aligns executives with value increases; promotes retention in the competitive energy market. | Gives incentive for performance over the long term with a combination of time vesting and vesting tied to performance conditions. |

  23. Named Executive Officers

    Named Executive Officers Our named executive officers (“NEO”) for 2025 were as follows: •Ryan G. Ezell, Chief Executive Officer and President •J. Bond Clement, Chief Financial Officer •Amy E. Blakeway, former Senior Vice President, General Counsel and Corporate Secretary Dr. Ezell, Mr. Clement and Ms. Blakeway (collectively the “NEOs”) were eligible to participate in the 2025 compensation programs discussed below. Ms. Blakeway departed from the Company on November 13, 2025 and her departure was considered a termination for convenience. See “- Employment Agreements; Terminations and Change-in Control Arrangements” below for a further discussion regarding the severance benefits provided under Ms. Blakeway’s employment agreement.

  24. Short-Term Incentive Program

    Short-Term Incentive Program Historically, the short-term incentive program has incorporated financial and individual performance metrics designed to reward NEOs based on Company and/or individual performance, as determined by the Compensation Committee.

  25. 2025 Plan

    2025 Plan For 2025, Dr. Ezell and Mr. Clement each had an annual target bonus equal to 100% of base salary. Ms. Blakeway’s annual target bonus for 2025 was 50% of base salary. The Compensation Committee established four quantitative performance metrics to be used as the primary determinants of short-term incentive awards for the NEOs. These performance metrics were measured against the Company’s 2025 budget as approved by the Compensation Committee in January 2025, which was adjusted in May 2025 to include the forecasted impact of the PWRtek asset acquisition that closed in April 2025. The performance metrics for 2025 were as follows:

  26. 2025 Plan

    During 2025, the Company exceeded the performance metric requirements for related party revenue, non-related party revenue and Adjusted EBITDA under the adjusted budget. Data Analytics revenue achieved 93% of the adjusted budget. Adjusted EBITDA is the sum of net income, interest expense, depreciation and amortization expense, tax expense, non-cash amortization of contract assets and certain other non-cash or non-recurring items. Please refer to the reconciliations of this non-GAAP metric to the nearest comparable GAAP metric contained in our Form 8-Ks filed with the SEC with respect to our quarterly earnings releases. In addition to the quantitative performance metrics above, the Compensation Committee also considered the following 2025 accomplishments in evaluating awards under the 2025 short-term incentive program: •No reportable safety or lost-time incidents; •Achieved 93rd percentile ranking on Total Shareholder Return as measured against the Russell 2000 Oil and Gas Equipment & Services Companies; •81% increase in the Company’s stock price during 2025; •190% increase in the Company’s net income during 2025; and •Successful closing and integration of the PWRtek asset acquisition. After considering the positive shareholder impact relating to the above operational and financial accomplishments, as well as results with respect to the four quantitative performance metrics, the Compensation Committee determined that the Company achieved a bonus award equal to 117% of the 2025 named executive officers’ target bonus. As a result, the Compensation Committee approved the following awards to the NEOs under the 2025 short-term incentive program:

  27. 2025 Plan

    | Name | Target Bonus | Actual Bonus | % of Target Bonus | | Ryan G. Ezell | $566,500 | $662,805 | 117% | | J. Bond Clement | $412,000 | $482,040 | 117% | | Amy Blakeway (1) | $141,625 | $165,701 | 117% |

  28. 2024 Plan

    2024 Plan For 2024, Dr. Ezell and Mr. Clement each had an annual target bonus equal to 100% of base salary and Ms. Blakeway had an annual bonus target equal to 50% of base salary. The Compensation Committee established four quantitative performance metrics to be used as the primary determinants of short-term incentive awards for the NEOs. These performance metrics were measured against the Company’s 2024 budget as approved by the Compensation Committee in December 2023, as well as an updated forecast provided to the Compensation Committee in January 2024. The performance metrics for 2024 were as follows:

  29. 2024 Plan

    During 2024, the Company met the performance metric requirement for Adjusted Revenue under the January 2024 forecast and the Company exceeded the performance metric requirements for Adjusted Gross Margin and Adjusted EBITDA under both the December 2023 budget and the January 2024 forecast. The Company did not meet the performance metric for Data Analytics revenue under either the December 2023 budget or the January 2024 forecast. Adjusted Revenue is a non-GAAP metric that adds back non-cash amortization of contract assets to GAAP revenue. Adjusted Gross Margin is a non-GAAP metric that adds back non-cash amortization of contract assets and certain other non-cash items to GAAP gross margin. Adjusted EBITDA is the sum of net income, interest expense, depreciation and amortization expense, tax expense, non-cash amortization of contract assets and certain other non-cash or non-recurring items. Please refer to the reconciliations of these non-GAAP metrics to the nearest comparable GAAP metrics contained in our Form 8-Ks filed with the SEC with respect to our quarterly earnings releases. In addition to the quantitative performance metrics above, the Compensation Committee also considered the following 2024 accomplishments in evaluating awards under the 2024 short-term incentive program: •No lost time incidents or recordable spills; •143% increase in the Company’s stock price; •Addition to the Russell Microcap® Index; •Approximately $20 million increase in net income from 2023 (excluding 2023 non-cash gains); •Approximately 11% reduction in general and administrative expenses; and •Expansion of asset-based loan facility at improved interest rate. After considering the significant operational and financial accomplishments made during 2024 as outlined above, as well as results with respect to the quantitative performance metrics, the Compensation Committee determined that the Company achieved a bonus award equal to 90% of the NEOs’ target bonus. As a result, the Compensation Committee approved the following awards to the NEOs under the 2024 short-term incentive program:

  30. 2024 Plan

    | Name | Target Bonus | Actual Bonus | % of Target Bonus | | Ryan G. Ezell | $550,000 | $495,000 | 90% | | J. Bond Clement | $400,000 | $360,000 | 90% | | Amy E. Blakeway (1) | $150,000 | $112,500 | 90% |

  31. Long-Term Incentive Program

    Long-Term Incentive Program The long-term incentive program is designed to use equity awards to drive sustained performance and align executive compensation with shareholder returns. In 2025 and 2024, grants consisted of a combination of performance-based and time-vested awards, promoting the achievement of value-creating objectives and supporting long-term executive retention.

  32. 2025 Grants

    2025 Grants For 2025, the Compensation Committee approved grants of time vested and performance-based restricted stock units. Time vested restricted stock units vest ratably over a three year period. The allocation of 2025 grants made to the NEOs during 2025 was as follows:

  33. 2025 Grants

    (1)As a result of Ms. Blakeway’s departure in November 2025, these awards were forfeited. Performance-based restricted stock units granted during 2025 included 12,146, 8,097 and 4,049 units granted to Dr. Ezell, Mr. Clement and Ms. Blakeway, respectively, which were subject to a performance condition requiring the assets acquired in the PWRtek transaction to materially achieve projections as presented to the Board of Directors in connection with the evaluation to enter the transaction. Through its review of the Company’s fiscal year 2025 results, the Compensation Committee determined that the Company had materially achieved the projections. Final vesting of these units is subject to continued employment through May 16, 2026. With regard to the remainder of the performance-based restricted stock units granted to Dr. Ezell and Mr. Clement during 2025, 50% are subject to a performance condition tied to the Company’s total shareholder return (“TSR”) relative to the Russell 2000 Index – Oil Equipment and Services, measured over a performance period of January 1, 2026 through December 31, 2027, subject to continued employment through the date that the determination is made. Performance units tied to TSR are subject to the following performance levels:

  34. 2025 Grants

    | Performance Level | Target Performance Objective | Portion of Award to Vest | | Below threshold | < 25th % | 0% | | Threshold | 25th % | 50% | | Target | 50th % | 100% | | Stretch | 75th % | 150%* |

  35. 2024 Grants

    2024 Grants For 2024, the Compensation Committee approved grants of time vested restricted stock units and performance-based restricted stock units. Time vested restricted stock units vest ratably over a three year period. The allocation of 2024 grants made to the NEOs was as follows:

  36. 2024 Grants

    Half of the performance-based restricted stock units were subject to a vesting condition based on achieving a 2025 adjusted EBITDA threshold and the other half of the performance-based restricted stock units were subject to a share price vesting condition. Both performance conditions have been met.

  37. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee periodically utilizes the services of compensation consultants related to matters of executive compensation. In 2024, Pay Governance provided market pay analyses and reviewed annual and long-term incentive design with the Compensation Committee. During 2025, the Compensation Committee engaged Meridian Compensation Partners (“Meridian”) to act as its independent compensation advisor regarding all matters concerning the Company’s compensation philosophy, including annual and long-term incentive plan design. In connection with this engagement, Meridian provided the Compensation Committee with an executive compensation benchmarking study evaluating the Company’s compensation practices, including a holistic analysis of the Company’s NEO compensation, as compared to a representative peer group. In compliance with SEC rules, the Compensation Committee has assessed the independence of Pay Governance and Meridian and concluded that no conflict of interest exists that would prevent Pay Governance or Meridian from independently representing the Compensation Committee. Each of Meridian and Pay Governance periodically provides certain administrative services, the value of which was less than $120,000 per year during 2025 and 2024, respectively.

  38. Employment Agreements; Terminations and Change-in Control Arrangements

    Employment Agreements; Terminations and Change-in Control Arrangements A brief summary of the employment agreements of our NEOs is as follows:

  39. Ryan G. Ezell - Employment Agreement

    Ryan G. Ezell - Employment Agreement In connection with his appointment to Chief Executive Officer, Dr. Ezell entered into an employment agreement with the Company on June 7, 2023. Under the terms of the agreement, Dr. Ezell is paid a base salary of $566,500 annually and is eligible for an annual bonus with a target amount of 100% of base salary. In the event that Dr. Ezell’s employment is terminated without “cause” or for “good reason,” Dr. Ezell, upon execution and delivery of a suitable release agreement, will be eligible to receive severance benefits equal to 18 months of Dr. Ezell’s base salary (payable over 18 months) plus a pro-rata portion of Dr. Ezell’s annual bonus for the year of termination (determined and paid in the normal bonus cycle), and reimbursement of the difference between the amount Dr. Ezell pays for COBRA premiums and the amount similarly situated employees of the Company would pay for such coverage for up to 18 months. In addition, if such termination occurs within 18 months of a “change of control,” all unvested equity awards shall become fully vested immediately prior to such termination. Dr. Ezell’s unvested equity awards will continue to vest if he is terminated without “cause” or for “good reason.” For a full description of Dr. Ezell’s employment agreement, please see the Company’s Current Report on Form 8-K filed with the SEC on June 8, 2023.

  40. J. Bond Clement - Employment Agreement

    J. Bond Clement - Employment Agreement Mr. Clement entered into an employment agreement with the Company on December 19, 2022. Under the terms of the agreement, Mr. Clement is paid a base salary of $412,000 annually and is eligible for an annual bonus with a target amount of 100% of base salary. Mr. Clement will be eligible to receive severance equal to Mr. Clement’s base salary (payable over 12 months) plus a pro-rata portion of Mr. Clement’s annual bonus for the year of termination (determined and paid in the normal bonus cycle), and reimbursement of the difference between the amount Mr. Clement pays for COBRA premiums and the amount similarly situated employees of the Company would pay for such coverage for up to 12 months. In addition, if such termination occurs within 18 months of a “change of control,” all unvested equity awards shall become fully vested immediately prior to such termination. For a full description of Mr. Clement’s employment agreement, please see the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2022.

  41. Amy E. Blakeway – Employment Agreement

    Amy E. Blakeway – Employment Agreement Ms. Blakeway entered into an employment agreement with the Company on March 1, 2024. In connection with her departure in November 2025, which was treated as a termination for convenience, Ms. Blakeway is being paid the severance benefits under her employment agreement including severance equal to her base salary (payable over 12 months) plus a pro-rata portion of her annual bonus for the year of termination (determined and paid in the normal bonus cycle), and reimbursement of the difference between the amount she would pay for COBRA premiums and the amount similarly situated employees of the Company would pay for such coverage for up to 12 months. Ms. Blakeway’s employment agreement is filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2026.

  42. Tax Gross-Ups on Severance

    Tax Gross-Ups on Severance There were no tax gross-ups on any payments to executives, including severance payments during 2025 or 2024.

  43. Summary Compensation Table

    Summary Compensation Table The following table provides summary information regarding the total compensation awarded to, earned by, or paid to each of the named executive officers for services rendered to us for the years ended December 31, 2025 and 2024:

  44. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Bonus | Stock | Option | Non-Equity Incentive Plan | All Other | Total | | | | | | Awards(2) | Awards | Compensation (3) | Compensation(4) | | | Ryan G. Ezell – Chief Executive Officer | 2025 | $561,994 | $— | $1,356,750 | $— | $662,805 | $22,827 | $2,604,376 | | | 2024 | $550,000 | $— | $567,000 | $— | $495,000 | $48,262 | $1,660,262 | | J. Bond Clement - Chief Financial Officer | 2025 | $408,723 | $— | $656,993 | $— | $482,040 | $9,499 | $1,557,255 | | | 2024 | $400,000 | $— | $283,500 | $— | $360,000 | $9,546 | $1,053,046 | | Amy E. Blakeway (5) Former Senior Vice President, General Counsel and Corporate Secretary | 2025 | $274,454 | $— | $63,326 | $— | $— | $184,597 | $522,377 | | | 2024 | $251,538 | $— | $138,402 | $— | $112,500 | $490 | $502,930 |

  45. Summary Compensation Table

    (1)Amounts reflected in this column include total annual salary paid during the applicable fiscal year. (2)The amounts reported in this column reflect the aggregate grant date fair value of restricted stock unit awards granted during the applicable year, if any, computed in accordance with FASB ASC Topic 718, excluding estimated forfeitures. See Note 14, “Stock-Based Compensation and Other Benefit Plans,” to the Consolidated Financial Statements included under “Item 8. Financial Statements and Supplementary Data” in the Company’s 2025 Form 10-K for additional detail regarding assumptions used to calculate these amounts. (3)The amounts reported in this column represent annual cash incentive awards based upon the achievement of quantitative performance metrics and qualitative yearly accomplishments. For more information about our executive officers' discretionary bonuses and our short-term incentive program, see the section entitled "—2025 Executive Officer Compensation—Short-Term Incentive Program" above. (4)In 2025, “All Other Compensation” for Dr. Ezell consisted of 401(k) matching contribution costs, group term life insurance costs, parking expense and $12,745 in golf membership fees; for Mr. Clement consisted of 401(k) matching contribution costs, group term life insurance costs and parking expense; and for Ms. Blakeway consisted of group term life insurance costs, severance payments related to salary and non-equity incentive plan compensation amounts, payout of unused vacation in connection with her departure and $165,701 related to the annual cash incentive award payable pursuant to severance benefits in her employment contract. Amounts in 2024 for Dr. Ezell consisted of 401(k) matching contribution costs, group term life insurance costs, parking expense, a five-year service award, $28,229 in golf membership fees and $10,380 in peer advisory group fees; for Mr. Clement consisted of 401(k) matching contribution costs, group term life insurance costs and parking expense; and for Ms. Blakeway consisted of group term life insurance costs. (5)Ms. Blakeway was appointed the Company’s Senior Vice President, General Counsel and Corporate Secretary on March 1, 2024. Her fiscal year 2024 base salary was set at $300,000 per year. The salary, stock award and non-equity incentive plan compensation amounts for 2024 reported above for Ms. Blakeway are pro-rated reflecting Ms. Blakeway’s partial year of service during 2024. Ms. Blakeway departed the Company on November 13, 2025 and the salary amount for 2025 above is pro-rated for partial year of service.

  46. Outstanding Equity Awards

    Outstanding Equity Awards The following table provides information relating to outstanding equity-based awards held by each named executive officer as of December 31, 2025:

  47. Outstanding Equity Awards

    | | Option Awards | | | | | | | Stock Awards | | | | | | | Name | Year of Grant | Number of underlying unexercised options exercisable | Number of securities underlying unexercised options unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options | Option Exercise Price | | Option Expiration Date | Number of shares or units of stock that have not vested | Market value of shares of units of stock that have not vested (1) | | Equity Incentive plan awards: Number of shares, units or other rights that have not vested | Equity Incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested (1) | | | Ryan G. Ezell | 2025 (2) | — | — | — | | — | — | 39,532 | | 681,136 | — | | — | | | 2025 (3) | — | — | — | | — | — | — | | — | 39,532 | | 681,136 | | | 2025 (4) | — | — | — | | — | — | — | | — | 12,146 | | 209,276 | | | 2024 (5) | — | — | — | | — | — | 40,000 | | 689,200 | — | | — | | | 2024 (6) | — | — | — | | — | — | — | | — | 30,000 | | 516,900 | | | 2023 (8) | — | — | — | | — | — | 4,660 | | 80,292 | — | | — | | J. Bond Clement | 2025 (2) | — | — | — | | — | — | 17,969 | | 309,606 | — | | — | | | 2025 (3) | — | — | — | | — | — | — | | — | 17,969 | | 309,606 | | | 2025 (4) | — | — | — | | — | — | — | | — | 8,097 | | 139,511 | | | 2024 (5) | — | — | — | | — | — | 20,000 | | 344,600 | — | | — | | | 2024 (6) | — | — | — | | — | — | — | | — | 15,000 | | 258,450 | | | 2023 (7) | — | 61,984 | — | | 3.72 | 6/7/2023 | — | | — | — | | — | | | 2023 (8) | — | — | — | | — | — | 3,388 | | 58,375 | — | | — | | | 2022 (9) | — | — | — | | — | — | 16,530 | | 284,812 | — | | — |

  48. Outstanding Equity Awards

    (1)The market value is based upon the applicable number of shares shown in the table multiplied by $17.23, the closing market price of our stock on December 31, 2025. (2)Vests ratably over a three-year period on each anniversary of the grant date of November 19, 2025 (3)Fifty percent of this performance-based award is subject to a vesting condition tied to the Company’s total shareholder return (“TSR”) relative to the Russell 2000 Index – Oil Equipment and Services, measured over a performance period of January 1, 2026 through December 31, 2027, subject to continued employment through the date that the determination is made. Fifty percent of this performance-based award is subject to achieving a 2026 adjusted EBITDA threshold as compared to 2025, as well as a requirement for continuous employment through December 31, 2027. (4)This performance-based award is subject to a vesting condition requiring the assets acquired in the PWRtek transaction to materially achieve their projected 2025 cash flow contribution as presented to the Board of Directors in connection with the evaluation to enter the transaction. Through its review of the Company’s fiscal year 2025 results, in February 2026 the Compensation Committee determined that the Company had materially achieved the projections. Final vesting of these units is subject to continued employment through May 16, 2026. (5)Vests ratably over a three-year period on each anniversary of the grant date of October 30, 2024. (6)This performance-based award will vest if, and to the extent, the Company’s earnings before interest, taxes, depreciation, and amortization, and certain other adjustments meets or exceeds a certain threshold during the performance period of January 1, 2025 to December 31, 2025. In February 2026, the Compensation Committee determined that this performance condition had been achieved. (7)Vests if the Company’s average closing share price equals or exceeds $18 per share for thirty consecutive trading days at any point during the performance period of June 7, 2023 through June 7, 2033. (8)Vests ratably over a three-year period on each anniversary of the grant date of December 5, 2023. (9)Vests ratably over a five-year period on each anniversary of the grant date of December 19, 2022.

  49. Pay Versus Performance (PVP)

    Pay Versus Performance (PVP) As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our Named Executive Officers (NEOs) and certain financial performance metrics of the Company using a methodology prescribed by the SEC.

  50. Pay Versus Performance (PVP)

    | Fiscal Year | Summary Compensation Table Total for Mr. Gibson (1) | Summary Compensation Table Total for Mr. Agadi | Summary Compensation Table Total for Dr. Ezell | Compensation Actually Paid to Mr. Gibson | Compensation Actually Paid to Mr. Agadi | | Compensation Actually Paid to Dr. Ezell | Average Summary Compensation Table Total for non-PEO NEOs(2) | Average Compensation Actually Paid to non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based On: Total Shareholder Return | Net Income (Loss) ($ millions) | | (a) | (b) | (b) | (b) | (c) | (c) | | (c) | (d) | (e) | (f) | (g) | | 2025 | n/a | n/a | $2,604,377 | n/a | n/a | | $4,269,382 | $1,039,816 | $1,877,922 | $256.40 | $30.4 | | 2024 | n/a | n/a | $1,660,262 | n/a | n/a | | $2,675,380 | $777,988 | $1,458,457 | $140.56 | $10.5 | | 2023 | $1,568,553 | $683,050 | $1,575,345 | $305,193 | | 531,423 | $1,539,071 | $877,526 | $836,275 | $57.82 | $24.7 |

  51. Pay Versus Performance (PVP)

    (1)Mr. Gibson’s 2023 compensation includes $1,517,714 in severance payments. (2)Dr. Ezell served as principal executive officer (PEO) for a portion of 2023 and for 2024 and 2025. Mr. Gibson served as PEO for 2022 and a portion of 2023. Mr. Agadi served as interim PEO for a portion of 2023. Our non-PEO named executive officers (NEOs) included Mr. Clement for 2023, 2024 and 2025, Ms. Blakeway for 2024 and 2025, and Nathan Snoke for 2023. (3)The following amounts were deducted from / added to Summary Compensation Table (SCT) total compensation in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (CAP) to our principal executive officer (PEO) and average CAP to our non-PEO named executive officers. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards.