DEF 14A of Select Water Solutions, Inc., Mar 27, 2024

DEF 14A of Select Water Solutions, Inc.

Filed Mar 27, 2024 · FY20230001104659-24-039598

Open on EDGAR

  1. Audit Committee Financial Expert

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1) | TOTAL ($) | | Gayle L. Burleson | $82,677 | $153,502 | $236,179 | | Richard A. Burnett | $105,960 | $153,502 | $259,462 | | Robert V. Delaney(2) | $38,886 | — | $38,886 | | Luis Fernandez-Moreno | $72,828 | $153,502 | $226,330 | | Robin H. Fielder | $71,227 | $153,502 | $224,729 | | Troy W. Thacker | $72,828 | $153,502 | $226,330 | | Douglas J. Wall | $82,828 | $153,502 | $236,330 |

  2. BACKGROUND

    BACKGROUND • Has served as a member of our Board since November 2022. • Currently serves as the Executive Vice President, Low Carbon Strategy and Chief Sustainability Officer of Talos Energy Inc. (NYSE: TALO) (“Talos”) and serves as the lead executive for Talos’ carbon capture and sequestration portfolio, which includes oversight over its ESG and sustainability initiatives and reporting obligations. In connection with the recent sale of Talos’ carbon capture and sequestration business, Ms. Fielder announced she will be departing Talos following a short transition period. • Prior to joining Talos in December 2021, served as President, Chief Executive Officer and Director of the general partner of Noble Midstream Partners LP beginning in October 2020 after serving as its President and Chief Operating Officer, with Ms. Fielder’s appointment to such role in January 2020. • Previously served as President, Chief Executive Officer, and Director of the general partners of Western Midstream Operating LP (formerly Western Gas Partners LP) and Western Midstream Partners LP (NYSE: WES) (formerly Western Gas Equity Partners LP) from January 2019 to August 2019, and as President and Director of the general partners from November 2018 to January 2019. • Served as Senior Vice President, Midstream of Anadarko Petroleum Corporation (“Anadarko”) from November 2018 to August 2019. Prior to these positions, Ms. Fielder served in positions of increasing responsibility at Anadarko, including Vice President, Investor Relations from September 2016 to November 2018, Midstream Corporate Planning Manager from December 2015 to September 2016, Director, Investor Relations from June 2014 to December 2015 and General Manager, Carthage/North Louisiana from June 2013 to June 2014. Prior to serving in these roles, Ms. Fielder held various exploration and operations engineering positions at Anadarko in both the U.S. onshore and the deep-water Gulf of Mexico. • Serves a member of Women Corporate Directors and National Association of Corporate Directors, has served as a member of the board of directors of the Greater Houston March of Dimes since 2019 and is a member of the executive council of the KBH Energy Center for Business, Law and Policy for the McCombs School of Business at the University of Texas. • Ms. Fielder holds a Bachelor of Science in Petroleum Engineering from Texas A&M University and is a registered Professional Engineer in the State of Texas and a member of the Society of Petroleum Engineers. We believe Ms. Fielder’s extensive experience in the energy industry, as well as her expertise with ESG and sustainability matters, provides the Board with valuable experience and insight and makes her well-qualified to serve on our Board.

  3. BACKGROUND

    | 26 | Select Water Solutions |

  4. BACKGROUND

    SUSTAINABILITY AND CORPORATE RESPONSIBILITY We are committed to developing a corporate strategy that supports the long-term viability of our business model in a manner that focuses on our people, our customers, the environment, and the communities in which we operate. Whether it’s about uniting our teams around integrated water and chemistry solutions, creating sustainable partnerships with our customers, integrating large infrastructure networks, or being good stewards for our surrounding communities, our business is all about fostering connections. Whether it’s molecules or pipelines or people, we are all connected by water. We believe this focus will help our customers achieve their short-term and long-term sustainability goals, help us attract and retain top talent, and further our efforts to generate stockholder returns. We believe our commitment to foster a culture of corporate responsibility is an important part of being a company with operations spanning the contiguous United States. Further, we believe being a good corporate steward is strategic to our growth in the energy industry and will better allow us to develop solutions that both address the needs of our customers and contribute to sustainable business practices. As a leader in the water solutions industry, we place the utmost importance on safe, environmentally responsible management of water throughout the lifecycle of a well. Additionally, we believe that responsibly managing water resources through our operations to help conserve and protect the environment in the communities in which we operate is paramount to our continued success. We have identified the following four priorities as part of our comprehensive corporate responsibility initiative: Environmental Consciousness; Health and Safety; Human Capital Management; and Community Outreach. As a service company, we compete with other service providers based on various factors, including safety and operational performance, technological innovation, process efficiencies and reputational awareness. We believe there is a strong link between these corporate responsibility initiatives and our ability to provide value in our industry. Sustainability-Linked Credit Facility In March 2022, SES Holdings and Select Energy Services, LLC (“Select LLC”) entered into a $270.0 million amended and restated senior secured sustainability-linked revolving credit facility (the “Sustainability-Linked Credit Facility”) that replaced our previous credit facility. Under the Sustainability-Linked Credit Facility, the interest rate margin and the facility fee rates are subject to adjustments based on Select LLC’s performance of specified sustainability target thresholds with respect to (i) total recordable incident rate (“TRIR”), as the Employee Health and Safety Metric and (ii) barrels of produced water recycled at permanent or semi-permanent water treatment and recycling facilities owned or operated, as the Water Stewardship Metric, in each case, subject to limited assurance verification by a qualified independent external reviewer. The adjustment for the interest rate margin is a range of plus and minus 2.5 basis points for each of the Employee Health and Safety Metric and the Water Stewardship Metric, and the adjustment for the fee margin is a range of plus and minus 0.5 basis points for each of the Employee Health and Safety Metric and the Water Stewardship Metric, subject to the mechanics under the Sustainability-Linked Credit Facility. The threshold for TRIR and barrels of produced water recycled in

  5. RICHARD A. BURNETT, CHAIR GAYLE L. BURLESON, MEMBER TROY W. THACKER, MEMBER ROBIN H. FIELDER, MEMBER

    | PROPOSAL 5 | | Approval of the Select Water Solutions, Inc. 2024 Equity Incentive Plan | | The Board adopted the Select Water Solutions, Inc. 2024 Equity Incentive Plan (the “2024 Plan”) on March 25, 2024, subject to approval by the Company’s stockholders. The 2024 Plan will provide the Company with the ability to award stock-based compensation to attract, retain and motivate qualified persons to serve as its employees, directors and consultants, which compensation is designed to promote and closely align the interests of participants and the Company’s stockholders. The Board believes the 2024 Plan promotes the Company’s ability to drive performance and enhance long-term stockholder value; increases employee stock ownership; and enables the Company to engage outstanding employees and directors. If the 2024 Plan is approved by our stockholders at the Annual Meeting, it will become effective on May 8, 2024, and no further awards will be granted under (i) the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “2016 Plan”), (ii) the Nuverra Environmental Solutions, Inc. 2017 Long Term Incentive Plan (the “Nuverra 2017 Plan”), or (iii) the Nuverra Environmental Solutions, Inc. 2018 Restricted Stock Plan for Directors (the “Nuverra 2018 Plan” and collectively, the “Predecessor Plans”) after the effective date. If the 2024 Plan is approved by our stockholders, we intend to file a Registration Statement on Form S-8 with the SEC during the second or third quarter of 2024. Governance Best Practices The 2024 Plan incorporates a number of governance best practices: • Prohibition on Repricing: The 2024 Plan prohibits repricing of options or stock appreciation rights (“SARs”) and exchanging out-of-the-money options or SARs for other awards or cash without stockholder approval. • No Current Dividends or Dividend Equivalents: Dividends or dividend equivalent rights (“DERs”) earned as a component of another award under the 2024 Plan are subject to the same vesting and forfeiture conditions as the underlying award. • No Liberal Share Recycling on Options and SARs: The 2024 Plan prohibits liberal share recycling with respect to options and SARs. • Term and Exercise Price Limits on Options and SARs: Options and SARs granted under the 2024 Plan are subject to a maximum term of 10 years and may not be granted at a discount to the fair market value of our Class A common stock on the grant date. • Limit on Director Compensation: The 2024 Plan limits non-employee director compensation, including cash and equity to $750,000 per year. • No Automatic Single-Trigger Acceleration: In the event of a change in control, the 2024 Plan does not provide for automatic single-trigger acceleration of outstanding awards. Key Considerations As of March 22, 2024, a total of 102,916,154 shares of our Class A common stock and 16,221,101 shares of our Class B common stock were outstanding, and the fair market value of our Class A common stock was $9.14 based on the closing sale price of our Class A common stock on the New York Stock Exchange. The following table sets forth information regarding outstanding equity awards and shares available for future equity awards under the Predecessor Plans as of March 22, 2024. The Company also maintains an Employee Stock Purchase Plan (“ESPP”) under which 2,144,406 shares of Class A common stock remain available for issuance; however, offerings thereunder have been suspended since December 1, 2022. |

  6. RICHARD A. BURNETT, CHAIR GAYLE L. BURLESON, MEMBER TROY W. THACKER, MEMBER ROBIN H. FIELDER, MEMBER

    | | 2016 PLAN | NUVERRA 2017 PLAN | NUVERRA 2018 PLAN | | Total shares underlying outstanding options | 1,467,544 | 0 | 0 | | Weighted average exercise price of outstanding options | $16.63 | 0 | 0 | | Weighted average remaining life of outstanding options | 2.6 | 0 | 0 | | Total outstanding shares of restricted stock | 2,822,896 | 0 | 0 | | Total shares underlying outstanding PSUs (assuming target performance) | 2,028,286 | 0 | 0 | | Total shares available for issuance (assuming outstanding PSUs vest at maximum performance) | 1,178,135 | 55,769 | 14,736 |

  7. RICHARD A. BURNETT, CHAIR GAYLE L. BURLESON, MEMBER TROY W. THACKER, MEMBER ROBIN H. FIELDER, MEMBER

    | In evaluating the adoption of the 2024 Plan and the shares reserved thereunder, the Compensation Committee and the Board considered the dilutive impact of our equity award program, as measured by overhang and our historical burn rate. We measure our equity plan overhang as (i) the total number of shares subject to outstanding equity awards plus the total number of shares remaining available for grant under our equity plans (excluding the ESPP which was suspended in December 2022), divided by the (ii) sum of the total Class A and Class B common stock outstanding, the number of shares subject to outstanding equity awards and the total number of shares remaining available for grant under our equity plans (excluding the ESPP). As of March 22, 2024, our overhang was 6.0% excluding the impact of the 2024 Plan. If the 2024 Plan is approved, our overhang will be approximately 12.8%. Our equity plan share usage over 2021, 2022 and 2023 represented a three-year average burn rate of 2.12%, as described below: |

  8. RICHARD A. BURNETT, CHAIR GAYLE L. BURLESON, MEMBER TROY W. THACKER, MEMBER ROBIN H. FIELDER, MEMBER

    | YEAR | WEIGHTED AVERAGE COMMON STOCK OUTSTANDING(1) | STOCK OPTIONS GRANTED | TIME-BASED RESTRICTED STOCK GRANTED | PERFORMANCE STOCK UNITS EARNED(2) | ANNUALIZED BURN RATE(3) | | 2021 | 103,496,568 | 0 | 2,157,826 | 0 | 2.08% | | 2022 | 112,209,780 | 0 | 2,920,144 | 0 | 2.60% | | 2023 | 119,586,287 | 0 | 1,689,004 | 303,917 | 1.67% | | THREE-YEAR AVERAGE: | | | | | 2.12% | | (1) Reflects weighted-average shares of common stock outstanding — diluted of our Class A and Class B common stock. | | | | | | | (2) Reflected PSUs earned during each fiscal year. The following PSUs were granted during each fiscal year: (i) 689,551 for 2021, (ii) 665,992 for 2022, and (iii) 828,514 for 2023 | | | | | | | (3) Annualized burn rate defined as stock options granted, time-based restricted stock granted and PSUs earned as a percentage of weighted average common shares outstanding. | | | | | | | Vote Required | | | | | | | The approval of this Proposal 5 requires the affirmative vote of the majority of the shares present in person or by proxy and entitled to vote on the matter at the Annual Meeting. Abstentions will have the effect of a vote against the proposal. Broker non-votes, if any, will have no effect on the outcome of voting on the proposal. | | | | | |

  9. RICHARD A. BURNETT, CHAIR GAYLE L. BURLESON, MEMBER TROY W. THACKER, MEMBER ROBIN H. FIELDER, MEMBER

    Summary of 2024 Plan The following description of the 2024 Plan is not intended to be complete. This summary is qualified in its entirety by reference to the full text of the 2024 Plan, a copy of which is attached as Annex A to this Proxy Statement. Shares Subject to the 2024 Plan The shares of Class A common stock available for delivery with respect to awards under the 2024 Plan equals (i) 8,600,000, less (ii) the number of shares covered by awards granted under a Predecessor Plan following March 22, 2024, plus (iii) the number of shares subject to any award outstanding under a Predecessor Plan as of March 22, 2024 that after March 22, 2024 are not issued because the award is cancelled, forfeited, exchanged, settled in cash or otherwise terminated without issuance of Class A common stock. Shares issued under the 2024 Plan may consist of previously unissued shares, treasury shares or shares purchased on the open market. No more than 8,600,000 shares of Class A common stock may be issued upon exercise of ISOs (as defined below) under the 2024 Plan. Eligibility Members of our Board, employees (including executive officers) and other service providers of the Company or our subsidiaries are eligible to participate in the 2024 Plan. As of March 22, 2024, we had 6 non-employee directors, approximately 80 employees (including 6 executive officers) and approximately 1 other service provider that was eligible to participate in the 2024 Plan. Under the 2024 Plan, the aggregate value of all compensation, cash and equity-based, to be granted or paid in each calendar year to each non-employee member of Board for service as a non-employee director will not exceed $750,000 in total value, with the value of any equity awards calculated based on the grant date fair value of such awards for financial reporting purposes. Administration The 2024 Plan is administered by the Compensation Committee, or another committee designated by our Board, which we refer to in this Proposal 5 as the Committee. The Board may also act as the Committee under the 2024 Plan. The Committee has authority to select participants and make grants under the 2024 Plan, determine the terms and conditions of awards under the 2024 Plan, interpret and administer the 2024 Plan and make all other determinations and take all other actions that may be necessary or advisable to implement and administer the 2024 Plan. The Committee may delegate its authority to a subcommittee of directors or to any employee of the Company as permitted by applicable law. Types of Awards The 2024 Plan permits awards of restricted stock, restricted stock units (“RSUs”), options, SARs, the grant of options to purchase shares of our common stock, awards of stock appreciation rights, or SARs, stock awards, other stock-based awards and cash awards. Restricted Stock and Restricted Stock Units. Awards of restricted stock consist of shares of stock that are transferred to the participant subject to restrictions that may result in forfeiture if specified conditions are not satisfied. RSUs result in the transfer of cash or Class A common stock to the participant only after specified conditions are satisfied. The Committee will determine the restrictions and conditions applicable to each award of restricted stock or RSUs, which may include performance vesting conditions. Stock Options. All stock options granted under the 2024 Plan will be evidenced by a written agreement with the participant, which provides, among other things, whether the option is intended to be an incentive

  10. RICHARD A. BURNETT, CHAIR GAYLE L. BURLESON, MEMBER TROY W. THACKER, MEMBER ROBIN H. FIELDER, MEMBER

    stock option (“ISO”) under Section 422 of the Code or a non-qualified stock option (“NQSO”), the number of shares subject to the option, the exercise price, exercisability (or vesting), the term of the option, which may not generally exceed 10 years, and other terms and conditions. The exercise price for each stock option granted under the 2024 Plan will be determined by the Committee at the time of the grant but may not be less than the fair market value of our Class A common stock on the date such stock option is granted. Other than in connection with a change in our capitalization, we will not, without stockholder approval, reduce the exercise price of a previously awarded option, and at any time when the exercise price of a previously awarded option is above the fair market value of a share of common stock, we will not, without stockholder approval, cancel and re-grant or exchange such option for cash or a new Award with a lower (or no) exercise price. Stock Appreciation Rights. SARs may be granted alone or in conjunction with all or part of a stock option. Upon exercising a SAR, the participant is entitled to receive the amount by which the fair market value of the common stock at the time of exercise exceeds the exercise price of the SAR. This amount is payable in Class A common stock, cash, restricted stock, or a combination thereof, at the Committee’s discretion. Stock Awards. A stock award entitles the recipient to shares of our Class A common stock not subject to vesting or forfeiture restrictions. Stock awards are awarded with respect to such number of shares of our Class A common stock and at such times as the Board or our Committee may determine, and the Board or our Committee may require a participant to pay a stipulated purchase price for each share of our Class A common stock covered by a stock award. Other Stock-Based Awards. Other stock-based awards are Awards denominated in or payable in, valued in whole or in part by reference to, or otherwise based on or related to, the value of Class A common stock. Cash Awards. The 2024 Plan permits the grant of cash awards on a free-standing basis or as an element of, a supplement to or in lieu of any other award on such terms as the Committee may determine. Transferability Except for Stock Awards, other types of awards authorized under the 2024 Plan are not transferable other than by will, by the laws of descent and distribution, pursuant to a domestic relations order, or as otherwise approved by the Committee. Capitalization Adjustments The 2024 Plan provides protection against substantial dilution or enlargement of the rights granted to holders of awards in the event of stock splits, recapitalizations, mergers, consolidations, reorganizations or similar transactions. The 2024 Plan provides that, upon the occurrence of a change of control event, the Committee would have discretion, without the consent of any participant or holder of an award, to the extent permitted by applicable law, to cancel awards and make payments in respect thereof in cash; replace awards with other rights or property selected by the Committee; provide that awards will be assumed by a successor or survivor entity (or a parent or subsidiary thereof) or be exchanged for similar rights or awards covering the equity of the successor or survivor (or a parent or subsidiary thereof); adjust outstanding awards as appropriate to reflect the change of control event; provide that awards are payable; and/or provide that awards terminate upon such event. Clawback Awards will be subject to recoupment in accordance with our clawback policy, as described on page 54, or as specified by the Committee in an award agreement.

  11. RICHARD A. BURNETT, CHAIR GAYLE L. BURLESON, MEMBER TROY W. THACKER, MEMBER ROBIN H. FIELDER, MEMBER

    Amendment and Termination The Board may amend or discontinue the 2024 Plan at any time, except that amendments which require shareholder approval will be subject to approval of our stockholders. No awards may be granted under the 2024 Plan on or after May 8, 2034. Federal Income Tax Consequences The following is a brief description of the federal income tax consequences, under existing law, with respect to awards that may be granted under the 2024 Plan. This summary is not intended to provide or supplement tax advice to eligible employees. This summary is not intended to be exhaustive and does not describe state, local or foreign consequences, employment tax consequences, or the effect, if any, of gift, estate and inheritance taxes. Restricted Stock. For restricted stock awards, unless vested or the recipient elects under Section 83(b) of the Code to be taxed at the time of grant or purchase, the recipient will not have taxable income upon the grant but will recognize ordinary income upon vesting equal to the fair market value of the shares at the time of vesting less the amount paid for such shares (if any). Any gain or loss recognized upon any later disposition of the shares will be treated as a long-term capital gain or loss if the recipient held the shares for more than one year, and a short-term capital gain or loss if the recipient held the shares for one year or less. Restricted Stock Units. A holder of an RSU does not recognize taxable income when the RSU is granted. When vested RSUs (and dividend equivalents, if any) are settled and distributed, the participant will recognize ordinary income equal to the amount of cash and/or the fair market value of shares received less the amount paid for such RSUs (if any). Stock Options and SARs. A recipient of a stock option or SAR will not recognize taxable income upon the grant of those awards. For NQSOs and SARs, the participant will recognize ordinary income upon exercise in an amount equal to the difference between the fair market value of the shares and the exercise price on the date of exercise. Any gain or loss recognized upon any later disposition of the shares generally will be a capital gain or loss. The acquisition of shares upon exercise of an ISO will not result in any taxable income to the participant, except, possibly, for purposes of the alternative minimum tax. The gain or loss recognized by the participant on a later sale or other disposition of such shares will either be long-term capital gain or loss or ordinary income, depending upon whether the participant holds the shares for the legally required period (currently more than two years from the date of grant and more than one year from the date of exercise). If the shares are not held for the legally required period, the participant will recognize ordinary income equal to the lesser of (i) the difference between the fair market value of the shares on the date of exercise and the exercise price, or (ii) the difference between the sales price and the exercise price. Any additional gain recognized on the sale generally will be short-term or long-term capital gain. Different and complex rules may apply to ISOs that are early exercisable, and we encourage participants holding such any such awards to seek the advice of their own tax counsel. Stock Awards. A recipient of a stock award will recognize ordinary income upon the receipt of shares in an amount equal to the fair market value of any shares received over the amount, if any, paid for the shares. Any gain or loss realized by the grantee upon a subsequent disposition of such unrestricted stock will be treated as a long-term capital gain or loss if the recipient held the shares for more than one year, and a short-term capital gain or loss if the recipient held the shares for one year or less. Other Stock-Based Awards and Cash Awards. A recipient of an other stock-based award or cash award generally will recognize ordinary income upon the payment of the shares, cash or other property in an amount equal to the fair market value of the cash, Class A common stock or other property received. Dividend Equivalent Rights. No taxable income is recognized upon receipt of a right to dividend or dividend equivalents. The recipient will recognize ordinary income in the year in which a dividend or

  12. RICHARD A. BURNETT, CHAIR GAYLE L. BURLESON, MEMBER TROY W. THACKER, MEMBER ROBIN H. FIELDER, MEMBER

    (1) Includes stock options and PSUs (assuming target performance). (2) Only stock options have an exercise price. (3) Reflects the total number of shares of Class A common stock remaining available for issuance under the 2016 Plan and the ESPP. For the avoidance of doubt, while shares of Class A common stock technically remain available for issuance under the ESPP, the Company does not currently have an offering period open with respect to the ESPP. Shares remaining available under the 2016 Plan may be issued other than with respect to options, warrants or rights. (4) All awards assumed under the Nuverra 2017 Plan and Nuverra 2018 Plan (collectively, the “Assumed Plans’) have either fully vested or been forfeited such that as of December 31, 2023, there were no outstanding awards under the Assumed Plans. Reflects the total number of shares of Class A common stock remaining available for issuance under the Assumed Plans to legacy Nuverra employees and service providers. Shares remaining available under the Assumed Plans may be issued other than with respect to options, warrants or rights.

  13. RICHARD A. BURNETT, CHAIR GAYLE L. BURLESON, MEMBER TROY W. THACKER, MEMBER ROBIN H. FIELDER, MEMBER

    Features of the Assumed Plans On February 23, 2022, the Company assumed the Assumed Plans and certain equity awards outstanding under the Assumed Plans in connection with the Nuverra acquisition. Under the Nuverra 2017 Plan, the Company may grant to certain eligible participants who were employees, directors or other service providers of Nuverra prior to the Nuverra acquisition options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents, other stock-based awards, cash awards, substitute awards, performance awards, or any combination of the foregoing, with respect to up to 1,772,058 shares of Nuverra common stock. Under the Nuverra 2018 Plan, the Company may grant to certain eligible participants who were directors of Nuverra prior to the Nuverra acquisition restricted stock awards with respect to up to 100,000 shares of Nuverra common stock. The shares remaining available for issuance under the Assumed Plans were converted into shares of the Company’s Class A common stock at a conversion rate of one Nuverra share to 0.2551 shares of the Company’s Class A common stock such that at the time of the Nuverra acquisition an aggregate of 131,110 shares of the Company’s Class A common stock was available for issuance with respect to assumed awards and future awards under the Nuverra 2017 Plan and an aggregate of 24,984 shares of the Company’s Class A common stock was available for issuance with respect to assumed awards and future awards under the Nuverra 2018 Plan. The aggregate number of shares of the Company’s Class A common stock available for issuance under the Assumed Plans will be reduced by one share of the Company’s Class A common stock for every one share of the Company’s Class A common stock subject to an award granted under the Assumed Plans. If any award granted under the Nuverra 2017 Plan (in whole or in part) is cancelled, forfeited, exchanged, settled in cash, or otherwise terminated, the shares of the Company’s Class A common stock subject to such award will again be available at a rate of one share of the Company’s Class A common stock for every one share of the Company’s Class A common stock subject to such award, and if any award granted under the Nuverra 2018 Plan (in whole or part) is forfeited, the shares of the Company’s Class A common stock subject to such award will again be available at a rate of one share of the Company’s Class A common stock for every one share of the Company’s Class A common stock subject to such award. The Company registered the securities issuable under the Assumed Plans by filing a registration statement on Form S-8 with the Securities and Exchange Commission. As described above, upon approval of this Proposal 5 by our stockholders, no further awards will be granted under any of the Predecessor Plans, including the Assumed Plans.

  14. RICHARD A. BURNETT, CHAIR GAYLE L. BURLESON, MEMBER TROY W. THACKER, MEMBER ROBIN H. FIELDER, MEMBER

    | WHAT WE DO | WHAT WE DO NOT DO | | ✓ Emphasize at-risk pay and pay for performance | × Automatic base salary increases | | ✓ Maintain robust stock ownership guidelines | × Significant perquisites | | ✓ Engage an independent compensation consultant | × Guaranteed annual bonuses | | ✓ Perform annual risk assessments of compensation programs | × Hedging | | ✓ A significant portion of long-term incentives are performance-based | × Dividends on unearned performance-based equity awards or current dividends paid on unvested time-based equity awards | | ✓ All long-term incentives are impacted by changes in stock price | × Single-trigger cash payments or tax gross-ups upon a change in control | | ✓ Maintain a clawback policy applicable to all NEOs | × Repricing or exchange of underwater stock options without stockholder approval |

  15. RICHARD A. BURNETT, CHAIR GAYLE L. BURLESON, MEMBER TROY W. THACKER, MEMBER ROBIN H. FIELDER, MEMBER

    What Guides Our Compensation Structure Compensation Philosophy We generally reference the median of our competitive market for base salaries and target incentive opportunities, and the Compensation Committee maintains a focus on pay-for-performance and compensation in the form of equity awards to leverage the Company’s ability to attract, retain, and motivate key talent. The structure of our executive compensation program, including base pay and “at-risk” compensation (short- and long-term incentives) is intended to achieve the following objectives: • Align executive interests with the interests of our stockholders and our long-term strategy while discouraging undue risk taking by emphasizing long-term equity-based incentives and requiring executives to retain a significant portion of these incentives earned over time in common stock; Foster a pay-for-performance culture by tying a significant portion of compensation directly to Select’s operating and financial performance and execution of strategic objectives, including annual operating performance, return on assets, and free cash flow generated over a three-year period, and linking a portion of compensation to individual performance, including accomplishment of strategic goals that align with company goals. A large percentage of target compensation is “at

  16. RICHARD A. BURNETT, CHAIR GAYLE L. BURLESON, MEMBER TROY W. THACKER, MEMBER ROBIN H. FIELDER, MEMBER

    | FEBRUARY/MARCH | | MAY | | AUGUST | | DECEMBER | | • Review & certify prior year performance • Approve any base salary adjustments • Establish financial and operational targets for annual incentive program • Grant annual long-term incentive awards | | • Compensation risk assessment • Annual assessment of compensation consultant independence • Review performance against incentive plans | | • Approve peer group for benchmarking for following year compensation levels • Review Compensation Committee charter and compensation policies | | • Review peer group benchmarking • Establish target annual incentives for the next year • Approve design of incentive programs for the next year |

  17. RICHARD A. BURNETT, CHAIR GAYLE L. BURLESON, MEMBER TROY W. THACKER, MEMBER ROBIN H. FIELDER, MEMBER

    Board and may engage in discussions with other persons and advisors as it deems appropriate. For the other NEOs, the Compensation Committee approves each element of compensation following its review of the recommendations made by the CEO. The Compensation Committee also annually approves a number of shares that may be granted in the form of equity-based awards under the 2016 Plan by the CEO to certain non-executive officer employees, generally based on recommendations from the Compensation Committee’s independent compensation consultant. Role of the Chief Executive Officer. Our CEO evaluates the performance of all NEOs other than himself and makes compensation recommendations to the Compensation Committee. CEO’s recommendations are based on several factors, including individual performance evaluations, business results, and general information related to compensation at other public companies. In consultation with the CEO, the Compensation Committee has final approval over the compensation to be paid to the executive officers. Either as a director of the Company or in his role with management, the CEO is regularly invited to attend meetings of our Compensation Committee. Additionally, certain members of management may also be invited to attend selected meetings of our Board or Compensation Committee. Following each such meeting, the CEO and, if applicable, any other invited member of management, is excused from non-management executive sessions of our Board or Compensation Committee, as applicable. The CEO does not participate in the Compensation Committee’s determination of his own compensation. Role of the Independent Compensation Consultant. Since late 2018, the Compensation Committee has received independent compensation advice and data from Pearl Meyer & Partners, LLC (“Pearl Meyer”). Pearl Meyer was directly engaged by the Compensation Committee to provide advice and information regarding: • Compensation philosophy and practices; • Peer group composition; • Compensation program design; • Short-term and long-term incentive plan administration; and • Competitive compensation analysis for executive officers and non-employee directors. With respect to non-employee director compensation, Pearl Meyer reviewed the Company’s philosophy and practices regarding general Board compensation, committee compensation, committee chair compensation, and non-employee director equity award programs. In connection with these reviews, Pearl Meyer provided the Compensation Committee comparative market assessments of executive and non-employee director compensation levels, including information relative to compensation trends and prevailing practices. The Compensation Committee meets regularly in executive session with Pearl Meyer outside the presence of management. The Compensation Committee regularly reviews the services provided by its outside consultants and, after considering all relevant factors, including the factors listed in Section 303A.05(c)(iv) of the New York Stock Exchange Listed Company Manual, believes that Pearl Meyer is independent in providing executive compensation consulting services. The Compensation Committee monitors the independence of its compensation consultant on a periodic basis. Based on these reviews and this monitoring, the Compensation Committee is not aware of any conflict of interest that has been raised by the work performed by Pearl Meyer. Role of Market Data. Our Compensation Committee relies in part, but not exclusively, on market data from Pearl Meyer in determining appropriate levels of pay for our NEOs. Market data provided by Pearl Meyer during 2023 included data from proprietary energy industry and general industry executive compensation data sources and from our peer group. The Compensation Committee reviews the composition of our peer group on an annual basis and, after consultation with Pearl Meyer, revises the group as it deems appropriate. The information from the compensation peer group is used to help define the competitive market for executive pay in similarly situated companies in our industry for each of our NEOs, to the extent available, and information from compensation surveys more generally helps define the competitive market for executive pay for our other NEOs for which peer group information is unavailable.

  18. RICHARD A. BURNETT, CHAIR GAYLE L. BURLESON, MEMBER TROY W. THACKER, MEMBER ROBIN H. FIELDER, MEMBER

    Pearl Meyer employed the following general approach when analyzing our 2022 peer group to determine if any updates should be made for 2023: Focused the pool of potential peer companies based on the GICS industry (Energy Equipment & Services) and sub-industry (Oil & Gas Equipment & Services), direct competitors identified by management, companies identified as peers by our competitors, companies listed in various institutional investor research reports, and companies listed in shareholder advisor reports. 2. Looked for any potential removals due to acquisition, bankruptcy, etc. 3. Screened out potential additions based on a combination of the following: • Public companies: Eliminated privately-held companies, subsidiaries, recently acquired firms, or financially distressed companies to provide assurance that more relevant executive compensation and financial results will be disclosed. • Company size: Current and projected revenue, employees, market capitalization, and assets, excluding companies outside a reasonable revenue range compared to Select (approximately 1/3x to approximately 3x) as executive compensation levels are generally correlated with company financial size. • Financial / Operating / Business: Considered factors such as type of business, structure, geographic footprint, corporate office location, and stock price correlation to provide more appropriate performance comparisons, make pay and performance analyses more meaningful, and ensure that peers are operating in similar areas or are located in areas where direct competition for executives is more pronounced. As a result of their review, Pearl Meyer recommended, and our Compensation Committee approved, the removal of CES Energy Solutions Corp. and Secure Energy Services Inc. as both are traded on the Canadian Stock Exchange and the United States Over-the-Counter (OTC) and Exterran Corp., in light of their acquisition by Enerflex Ltd. (EFXT), which is also trading on the Canadian Stock Exchange and OTC. Additionally, NexTier Oilfield Solutions Inc., Patterson-UTI Energy, Inc., and USA Compression Partners, LP were added in consideration of their comparable size, scope, and common peers shared, which also indicates comparable industry pay levels and practices. The following 16 peers comprised our peer group for 2023:

  19. RICHARD A. BURNETT, CHAIR GAYLE L. BURLESON, MEMBER TROY W. THACKER, MEMBER ROBIN H. FIELDER, MEMBER

    2023 Executive Compensation Program Base Salary Each NEO’s base salary is a fixed component of compensation and does not vary depending on the level of performance achieved. Base salaries are determined for each NEO based on individual roles and responsibilities, internal equity, and positioning relative to similarly situated executives in our peer group. Our Compensation Committee reviews the base salaries for each NEO annually as well as at the time of any promotion or significant change in job responsibilities, and in connection with each review, our Compensation Committee considers individual and company performance over the course of the applicable year. During 2023, our Compensation Committee determined to increase the base salaries for Mr. Schmitz and Mr. Skarke as set forth below to better reflect market practices based on peer group and other data provided by Pearl Meyer. The increase for Mr. Schmitz reflects the restoration of the June 2020 CEO salary reduction, which Mr. Schmitz inherited at the time of his appointment and a 6.7% increase from the restored amount. The base salary of each of our NEOs for 2023, as established by our Compensation Committee, is as follows:

  20. RICHARD A. BURNETT, CHAIR GAYLE L. BURLESON, MEMBER TROY W. THACKER, MEMBER ROBIN H. FIELDER, MEMBER

    Annual Cash Incentives Annual cash incentives for our NEOs are provided through our Short-Term Incentive Plan (“STI Plan”) and are structured to reward achievement relative to annual financial, operational, and individual performance objectives. Our Compensation Committee reviews and approves the annual cash incentive awards for each NEO based upon performance achievements established by the Compensation Committee at the beginning of the year. Our Compensation Committee established the target 2023 annual cash incentive awards for our NEOs based on the level of responsibility and ability to impact our overall results, as well as consideration of market pay practices. Each NEO’s 2023 target annual incentive, as a percentage of each NEO’s base salary as in effect on February 22, 2023 is set forth below:

  21. RICHARD A. BURNETT, CHAIR GAYLE L. BURLESON, MEMBER TROY W. THACKER, MEMBER ROBIN H. FIELDER, MEMBER

    | NAME | 2023 TARGET ANNUAL INCENTIVE (% OF BASE SALARY) | | John D. Schmitz | 115% | | Nick L. Swyka | 80% | | Michael C. Skarke | 80% | | Christopher K. George | 80% | | Cody J. Ortowski | 80% |

  22. RICHARD A. BURNETT, CHAIR GAYLE L. BURLESON, MEMBER TROY W. THACKER, MEMBER ROBIN H. FIELDER, MEMBER

    The following table sets forth threshold, target and maximum performance goals established by the Compensation Committee with respect to the company-wide adjusted EBITDA, FCF per share, safety and environmental metrics, as well as our actual achievement with respect to those performance metrics. If threshold financial performance is achieved under the STI Plan, then 50% of the target annual incentive awards will be earned by the NEOs, and if maximum financial performance is achieved under the STI Plan, then 200% of the target annual incentive awards will be earned by the NEOs. The payout percentage for safety performance ranges from 100% (threshold and target) to 120% (maximum) of the target annual incentive awards, and the payout percentage for environmental and sustainability performance ranges from 50% (threshold) to 120% (maximum).

  23. Company-Wide Metrics

    | PERFORMANCE METRIC | THRESHOLD | TARGET | MAXIMUM | 2023 ACTUAL PERFORMANCE | PERCENT OF TARGET METRIC EARNED | WEIGHT | PERCENT OF TARGET BONUS EARNED | | Adjusted EBITDA | $157.6mm | $315.1mm | $472.7mm | $258.3mm | 78.4%x | 45% | 35.3% | | FCF Per Share | $0.71 | $1.42 | $2.13 | $1.37 | 95.4%x | 15% | 14.3% | | Safety | | | | | 120%x | 5% | 6.0% | | TRIR(1) | — | 0.75 | — | 0.51 | | | | | LTIR | 0.28 | 0.28 | 0.224 | 0.20 | | | | | Recycled Water Volumes | 54.5 mmbbls | 109.0 mmbbls | 130.8 mmbbls | 157.2 mmbbls | 120%x | 5% | 6.0% |

  24. 2023 Annual Incentive Payouts

    2023 Annual Incentive Payouts In light of the above results, the Compensation Committee approved the following payments under the STI Plan:

  25. 2023 Annual Incentive Payouts

    | NAME | TARGET BONUS | COMPANY-WIDE METRICS ACHIEVEMENT (WEIGHTED) | | INDIVIDUAL ACHIEVEMENT (WEIGHTED) | | TOTAL PERCENT OF TARGET EARNED | APPROVED 2023 ANNUAL INCENTIVE PAYOUT | | John D. Schmitz | $920,000 | 61.59% | + | 25% | = | 86.59% | $796,628 | | Nick L. Swyka | $288,000 | 61.59% | + | 18% | = | 79.59% | $229,219 | | Michael C. Skarke | $312,000 | 61.59% | + | 22% | = | 83.59% | $260,801 | | Christopher K. George | $272,000 | 61.59% | + | 25% | = | 86.59% | $235,525 | | Cody J. Ortowski | $292,000 | 61.59% | + | 25% | = | 86.59% | $252,843 |

  26. 2023 Annual Incentive Payouts

    | 2024 Proxy Statement | 57 |

  27. 2023 Annual Incentive Payouts

    Long-Term Incentives

  28. 2023 Annual Grants

    | Our Compensation Committee reviews and approves annual equity awards for each NEO, which for 2023 were granted under the Select Energy Services, Inc. 2016 Equity Incentive Plan (as amended, the “2016 Plan”). Our Compensation Committee uses equity awards to align the executives’ interests with those of our stockholders, retaining our high performing executives and focusing executives on those long-term financial measures that are critical to long-term Company performance. The 2023 grants were comprised 50% of time-based restricted shares that vest ratably over three years, 25% of performance share units (“PSUs”) that vest based on the Company’s relative ROA performance over a three-year performance period (the “Relative ROA PSUs”) and 25% of PSUs based on the Company’s FCF per share performance over a three-year performance period (the “FCF PSUs”). Our Compensation Committee selected relative ROA and FCF per share as the performance metrics for the PSUs because they: | |

  29. 2023 Annual Grants

    | NAME | 2023 RESTRICTED SHARES (50% OF GRANT) | 2023 RELATIVE ROA PSUS (25% OF GRANT) | 2023 FCF PER SHARE PSUS (25% OF GRANT) | 2023 TOTAL | | John D. Schmitz | $1,580,800 | $790,000 | $790,000 | $3,160,000 | | Nick L. Swyka | $342,000 | $171,000 | $171,000 | $684,000 | | Michael C. Skarke | $370,500 | $185,250 | $185,250 | $741,000 | | Christopher K. George | $323,000 | $161,500 | $161,500 | $646,000 | | Cody J. Ortowski | $346,750 | $173,375 | $173,375 | $693,500 |

  30. Relative ROA PSUs

    Relative ROA PSUs The Relative ROA PSUs will become earned based on our return on assets over the three-year performance period beginning January 1, 2023 and ending December 31, 2025, as compared to the following peer companies (the “Performance Peer Group”):

  31. Relative ROA PSUs

    | 58 | Select Water Solutions |

  32. Relative ROA PSUs

    | • Cactus, Inc. | • Nine Energy Service Inc. | • ProPetro Holding Corp. | | • Liberty Oilfield Services Inc. | • Oil States International, Inc. | • Ranger Energy Services, Inc. | | • Newpark Resources Inc. | • Patterson UTI Energy, Inc. | • RPC, Inc. | | • NexTier Oilfield Solutions Inc.* | • ProFrac Holding Corp. | • TETRA Technologies Inc. |

  33. Relative ROA PSUs

    NexTier Oilfield Solutions Inc. was subsequently removed from the Performance Peer Group for the 2023 Relative ROA PSUs following its acquisition on September 1, 2023, and the payout scale described below has been adjusted accordingly. ROA is calculated by dividing Adjusted Net Income by Net Assets. For the Company, Adjusted Net Income is calculated by multiplying 0.79 by our adjusted earnings before tax (calculated as Adjusted EBITDA (defined as described under “— Annual Cash Incentives” above) minus Depreciation and Amortization and Interest Expense) and Net Assets is calculated based on our average net property and equipment, plus our average total current assets, less our current liabilities. For each member of the Performance Peer Group, Adjusted Net Income is calculated by multiplying 0.79 by the company’s adjusted earnings before tax (calculated as Adjusted EBITDA minus Depreciation and Amortization and Interest Expense), in each case, adjusted in a manner consistent with the adjustments determined by the Compensation Committee and included in the determination of the Company’s Adjusted Net Income. Achievement under the Relative ROA at the end of the three-year performance period is determined based on the following scale, as adjusted for the removal of NexTier Oilfield Solutions Inc. from the Performance Peer Group:

  34. Relative ROA PSUs

    | LEVEL OF ACHIEVEMENT | PEER GROUP RANKING | RELATIVE ROA PSUS EARNED (% OF TARGET) | | Below Threshold | Outside of Top 9 | 0% | | Threshold | Top 9 | 55% | | Target | Top 6 | 110% | | Maximum | Top 3 | 175% |

  35. Relative ROA PSUs

    Notwithstanding the foregoing, the Relative ROA PSUs provide that in the event our total shareholder return over the performance period is negative, no Relative ROA PSUs will be earned, regardless of the Company’s ranking among the Performance Peer Group.

  36. FCF PSUs

    FCF PSUs The FCF PSUs will become earned based on our FCF per share over the three-year performance period beginning January 1, 2023 and ending December 31, 2025. FCF is calculated based on our cash flow from operations, determined in accordance with generally accepted accounting principles (“GAAP”) or on a non-GAAP basis consistent with our practices (as determined by our Compensation Committee), minus net capital expenditures, including the impact of asset sales in the ordinary course of business. As used below, “FCF Performance Percentage” means the percentage obtained by dividing (i) the sum of the FCF per share by (ii) the sum of the annual target for each calendar year of the performance period.

  37. FCF PSUs

    | LEVEL OF ACHIEVEMENT | FCF PERFORMANCE PERCENTAGE | FCF PSUS EARNED (% OF TARGET) | | Below Threshold | Less than 70% | 0% | | Threshold | 70% | 50% | | Target | 100% | 100% | | Maximum | 130% | 175% |

  38. FCF PSUs

    | 2024 Proxy Statement | 59 |

  39. FCF PSUs

    FCF per share is calculated consistent with the methodology described under “— Annual Cash Incentives” above.

  40. Results of the 2021-2023 PSUs

    Results of the 2021-2023 PSUs During 2021, each of our NEO received grants of Relative ROA PSUs and FCF PSUs with a three-year performance period ending December 31, 2023. The terms of these PSUs were substantially similar to the PSUs granted in 2023, as described above. With respect to the Relative ROA PSUs, our ROA of 6.4% ranked 6 out of the 13 members of the performance peer group (adjusted to remove a member of the performance peer group that was acquired prior to December 31, 2023) and our total shareholder return over the performance period was 90.2%. As a result of the positive TSR and relative ROA ranking over the three year period, the target PSUs earned equals 110% of the target award. Under the FCF PSUs, the following table sets forth the target FCF per share for each year during the performance period, the actual FCF per share achieved for each year, and the resulting FCF Performance Percentage, which resulted in 0% of the target FCF PSUs becoming earned, as determined by our Compensation Committee.

  41. Results of the 2021-2023 PSUs

    | YEAR | FCF PER SHARE TARGET | | ACTUAL FCF PER SHARE | | FCF PERFORMANCE PERCENTAGE | | 2021 | ($ | 0.01) | ($ | 0.42) | — | | 2022 | | 0.05 | ($ | 0.07) | — | | 2023 | | 1.42 | | 1.37 | — | | TOTAL | | 1.91 | | 0.88 | 0% |

  42. Results of the 2021-2023 PSUs

    Other Compensation Elements Employment Agreements. In May 2023, we entered into an employment agreement with Mr. Schmitz, which provides for an initial term ending December 31, 2025, with automatic renewals for successive one-year periods unless either party provides at least 60 days advance written notice of non-renewal. The employment agreement with Mr. Schmitz provides for an annualized base salary of $800,000, a target annual incentive of 115% of his base salary and eligibility to receive annual equity awards. We also maintain employment agreements with Messrs. Swyka and Skarke which provide for an initial term of three years, with automatic renewals for successive one-year periods unless either party provides at least 60 days advance written notice of non-renewal. The employment agreements contain certain restrictive covenants, including provisions that prohibit, with certain limitations, the NEO from competing with the Company and its affiliates, soliciting any of the Company’s or its affiliates’ customers, or soliciting or hiring any of the Company’s or its affiliates’ employees or inducing them to terminate their employment with the Company and its affiliates. These restrictions will generally apply during the term of the NEO’s employment with the Company and for one year following the termination date. The employment agreements each provide for severance payments and benefits upon certain qualifying terminations of employment, as described below under “2023 Executive Compensation Tables — Potential Payments Upon Termination or Change in Control.” Benefit Plans. We offer participation in broad-based retirement, health and welfare plans to all our employees. We currently maintain a plan intended to provide benefits under section 401(k) of the Code (the “401(k) Plan”), where employees are allowed to contribute portions of their base compensation into a retirement account in order to encourage all employees, including any participating NEO, to save for the future. During 2023, the 401(k) Plan provided a matching contribution in an amount up to 4% of a

  43. Results of the 2021-2023 PSUs

    | 60 | Select Water Solutions |

  44. Results of the 2021-2023 PSUs

    participant’s eligible compensation. We have not maintained and do not currently maintain a defined benefit pension plan or nonqualified deferred compensation plan. Other Compensation-Related Guidelines and Policies Clawback Policy In 2023, we adopted the Select Water Solutions, Inc. Clawback Policy, which is intended to comply with the requirements of NYSE Listing Standard 303A.14 implementing Exchange Act Rule 10D-1. In the event we are required to prepare an accounting restatement of our financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws or that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, we will recover the excess incentive-based compensation received by any covered executive officer, including the NEOs, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated amounts. Stock Ownership and Retention Guidelines We maintain stock ownership and retention guidelines for all executive officers and directors of the Company. The guidelines are determined by using a multiple of the executive officer’s annual base salary or the non-employee director’s base annual retainer and converting it into a fixed number of shares. The minimum levels of stock ownership, reflecting recent increases in the minimum ownership guidelines for Executive Vice Presidents, Senior Vice Presidents, and Non-Employee Directors in early 2024, are outlined below:

  45. Results of the 2021-2023 PSUs

    | TITLE | OWNERSHIP GUIDELINE | | Chief Executive Officer | 5x annual base salary | | Chief Financial Officer | 3x annual base salary | | Executive Vice President | 3x annual base salary | | Senior Vice President | 3x annual base salary | | Chief Accounting Officer | 1.5x annual base salary | | Non-Employee Director | 5x base annual retainer |

  46. Results of the 2021-2023 PSUs

    Stock ownership levels must be achieved by the later of five years after the initial adoption of the guidelines or five years after the individual’s first appointment as an executive officer or non-employee director. Following any change in title or change in base salary of any executive officer, the corresponding ownership guideline for such person shall be revised accordingly. The executive officer must achieve the new stock ownership level within five years of the effective date of such change in title or base salary. Executive officers must retain all net shares received until the stock ownership guideline is attained unless approval is received from the Board of Directors. Shares owned director or indirectly (including, for non-employee directors, shares directly owned by entities, or their affiliates, which are the primary employers of such non-employee directors) by the executive officer or non-employee director and time-vesting restricted shares are counted towards satisfaction of the guidelines. Unexercised stock options and unearned performance-based awards are not counted.

  47. Results of the 2021-2023 PSUs

    | 2024 Proxy Statement | 61 |

  48. Results of the 2021-2023 PSUs

    All executive officers and Non-Employee Directors subject to these guidelines have satisfied the minimum ownership level or are on track to satisfy the guideline by the end of the five-year compliance period. Anti-Hedging Policy Because hedging transactions can present the appearance of a bet against the Company, hedging or monetization transactions, whether direct or indirect, involving any of the Company’s securities are completely prohibited with respect to all directors, officers, other employees, and consultants of the Company and its subsidiaries. In particular, “short sales” (sales of securities that the seller either does not own at the time of the sale or will not be delivered within 20 days of the sale) are prohibited under the Company’s Insider Trading Policy. Our Insider Trading Policy applies to all directors, officers, other employees and certain contractors and consultants of the Company and its subsidiaries, and generally prohibits all transactions involving Company-based derivative securities, other than holding, exercising, or settling awards such as options, restricted stock, restricted stock units, or other derivative securities granted under a Company equity incentive plan or other substantially similar or related compensation-related transactions as otherwise expressly permitted by the Policy. In addition, purchasing the Company’s common stock on margin (for example, borrowing money from a brokerage firm or other third party to fund the stock purchase) is strictly prohibited by the Insider Trading Policy, and pledging Company securities as collateral for a loan requires pre-approval from the Audit Committee. Risk Management The Compensation Committee has reviewed our compensation policies as generally applicable to our employees and believes that our policies do not encourage excessive and unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on the Company. Our management team regularly assesses the risks arising from our compensation policies and practices by reviewing and discussing the design features, characteristics, performance metrics at the company and segment levels and approval mechanisms of total compensation for all employees, including salaries, incentive plans, and equity-based compensation awards, to determine whether any of these policies or programs could create risks that are reasonably likely to have a material adverse effect on the Company. Our compensation philosophy and culture support the use of base salary, performance-based compensation, and benefits that are generally uniform in design and operation throughout our organization and across similarly-situated levels of employees. In addition, the following specific factors applicable to senior management, in particular, reduce the likelihood of excessive risk-taking: • Our compensation mix is balanced among (i) fixed components like salary and benefits, (ii) annual incentives that reward our overall short-term financial performance, business unit financial performance, operational measures, and individual performance, and (iii) a portfolio approach for equity-based awards, primarily consisting of ratable vesting and cliff vesting, each over a three-year period. • An important portion of our executive compensation is tied to how our stock price performs over a period of multiple years, with equity-based awards generally vesting over a three-year period. This minimizes the benefit of a temporary spike in stock price. • The Compensation Committee has discretion to reduce performance-based awards when it determines that such adjustments would be appropriate based on our interests and the interests of our stockholders. Executive officers are subject to certain holding requirements and our Insider Trading Policy.

  49. Results of the 2021-2023 PSUs

    | 62 | Select Water Solutions |

  50. Results of the 2021-2023 PSUs

    Although a significant portion of the compensation provided to NEOs is performance-based, these programs are designed to encourage employees to remain focused on both our short- and long-term operational and financial goals that are reasonable in light of our past performance and market conditions. A portion of the variable compensation we provide is comprised of long-term incentives in the form of time-based restricted shares, which retain value even in a depressed market, so executives are less likely to take unreasonable risks. REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS The following report of the Compensation Committee of the Company shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall this report be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. The Compensation Committee has reviewed and discussed the above Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference to our Annual Report on Form 10-K. Compensation Committee of the Board of Directors,

  51. GAYLE L. BURLESON, CHAIRMAN LUIS FERNANDEZ-MORENO, MEMBER DOUGLAS J. WALL, MEMBER

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($)(1) | STOCK AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | John D. Schmitz Chairman, President, and Chief Executive Officer | 2023 | 792,308 | 230,000 | 2,787,281 | 566,628 | 13,289 | 4,389,506 | | | 2022 | 600,000 | 258,750 | 6,074,602 | 675,726 | 6,189 | 7,615,267 | | | 2021 | 576,923 | 270,929 | 6,521,966 | 393,714 | 3,320 | 7,766,852 | | Nick L. Swyka Former Chief Financial Officer and Senior Vice President | 2023 | 360,000 | 51,840 | 603,321 | 177,379 | 13,289 | 1,205,829 | | | 2022 | 359,901 | 51,840 | 1,508,371 | 225,634 | 6,189 | 2,151,935 | | | 2021 | 306,000 | 57,600 | 875,312 | 164,333 | 3,149 | 1,406,394 | | Michael C. Skarke Chief Operating Officer and Executive Vice President | 2023 | 388,846 | 68,640 | 653,600 | 192,161 | 24,089 | 1,327,336 | | | 2022 | 350,684 | 63,072 | 1,508,371 | 225,634 | 16,989 | 2,164,750 | | | 2021 | 263,500 | 49,600 | 763,409 | 141,509 | 2,724 | 1,220,742 | | Christopher K. George Executive Vice President and Chief Financial Officer; Former Senior Vice President, Corporate Development, Investor Relations, Sustainability & Treasurer | 2023 | 340,000 | 68,000 | 569,802 | 167,525 | 13,289 | 1,158,616 | | | 2022 | 321,934 | 54,672 | 1,547,290 | 213,098 | 5,298 | 2,142,292 | | Cody J. Ortowski Executive Vice President, Business Strategy | 2023 | 365,000 | 73,000 | 611,702 | 179,843 | 13,289 | 1,242,834 | | | 2022 | 365,000 | 51,602 | 1,122,983 | 269,517 | 6,189 | 1,815,291 | | | 2021 | 365,000 | 68,800 | 963,249 | 196,286 | 1,180 | 1,594,515 |

  52. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship between executive compensation and the Company’s financial performance for each of the four years in the period ended December 31, 2023. In accordance with the applicable SEC rules, the adjustments described and quantified below were made to the values reported in the Summary Compensation Table for each applicable year to determine the “actual” compensation paid to our principal executive officers (“PEOs”) and the average “actual” compensation paid to our other NEOs. The following table summarizes compensation values reported in the Summary Compensation Table for our PEO and the average for our other NEOs, as compared to “compensation actually paid” or “CAP” and the Company’s financial performance for the years ended December 31, 2023, 2022, 2021, and 2020:

  53. PAY VERSUS PERFORMANCE

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR JOHN SCHMITZ ($)(1) | SUMMARY COMPENSATION TABLE TOTAL FOR HOLLI LADHANI ($)(1) | COMPENSATION ACTUALLY PAID TO JOHN SCHMITZ ($)(1)(2) | COMPENSATION ACTUALLY PAID TO HOLLI LADHANI ($)(1)(2) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS ($)(3) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS ($)(2)(3) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME (LOSS) ($M)(6) | ADJUSTED EBITDA ($M)(7) | | | | | | | | | TSR ($)(4) | PEER GROUP ($)(5) | | | | 2023 | $4,389,506 | N/A | $1,640,954 | N/A | $1,233,654 | $861,017 | $84.05 | $107.14 | $79.2 | $258.3 | | 2022 | $7,615,267 | N/A | $10,649,825 | N/A | $2,161,293 | $1,783,376 | $100.11 | $107.11 | $54.9 | $194.8 | | 2021 | $7,766,852 | $3,265,117 | $7,344,500 | $3,185,568 | $1,366,099 | $1,447,609 | $67.13 | $67.34 | $(50.1) | $50.0 | | 2020 | N/A | $4,226,328 | N/A | $1,012,595 | $1,229,165 | $484,329 | $44.18 | $56.62 | $(401.7) | $20.9 |

  54. PAY VERSUS PERFORMANCE

    (1) Mr. Schmitz was appointed as Chief Executive Officer effective January 3, 2021. Ms. Ladhani’s employment and service relationship with the Company terminated on January 3, 2021. The following individuals served as our PEOs for the following years: