DEF 14A of Select Water Solutions, Inc., Mar 18, 2025

DEF 14A of Select Water Solutions, Inc.

Filed Mar 18, 2025 · FY20240001104659-25-025144

Open on EDGAR

  1. Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1) | TOTAL ($) | | Gayle L. Burleson | $90,777 | $151,477 | $242,254 | | Richard A. Burnett(2) | $115,777 | $151,477 | $267,254 | | Luis Fernandez-Moreno | $75,777 | $151,477 | $227,254 | | Robin H. Fielder | $75,777 | $151,477 | $227,254 | | Troy W. Thacker(3) | $75,777 | $151,477 | $227,254 | | Douglas J. Wall | $85,777 | $151,477 | $237,254 |

  2. BACKGROUND

    BACKGROUND • Has served as a member of our Board since November 2016 and our Lead Director. • Currently serves as the President and Chief Executive Officer of Silver Creek Exploration III, LLC, a privately held company focused on direct investments in non-operated working interests and royalties. Previously, Mr. Burnett served in the same roles at Silver Creek Oil & Gas, LLC, beginning in November 2019. • Previously served as the Chief Financial Officer of Covey Park Energy, a private exploration and production company sponsored by Denham Capital, from June 2017 to October 2019. Prior to joining Covey Park, served as Chief Financial Officer of Double Eagle Energy Holdings II, a U.S. onshore exploration and production partnership with Apollo Natural Resource Partners from August 2016 until its sale to Parsley Energy, Inc. during the first half of 2018. Prior to Double Eagle Energy Holdings II, Mr. Burnett served as Vice President, Chief Financial Officer and Chief Accounting Officer at EXCO Resources, Inc., a publicly traded U.S. onshore exploration and production company, from November 2013 through August 2016.

  3. BACKGROUND

    | 16 | Select Water Solutions |

  4. BACKGROUND

    From 2002 to November 2013, was at KPMG LLP, an international accounting firm, serving as a Partner beginning in 2007. Starting in June 2012, Mr. Burnett served as the Partner in charge of the Energy Audit Practice within the Dallas/Ft. Worth Business Unit. Prior to joining KPMG LLP in 2002, Mr. Burnett spent time at Arthur Andersen LLP and Marine Drilling Companies, Inc. • Mr. Burnett received a B.B.A. in Accounting from Texas Tech University. • Mr. Burnett served on the Board of Directors and as the Chairman of the Audit Committee for US Well Services, Inc., (NYSE: USWS) from 2018 through its sale in November 2022 and served on the board of directors for Ranger Oil Corporation (NYSE: ROCC) from to October 2021 to June 2023 when it was sold to Baytex Energy Corp. Mr. Burnett brings extensive business and financial expertise to our board from his two decades of financial management, accounting and public company expertise in the oil and gas and accounting industries. For these reasons we believe he is well-qualified to serve on our Board.

  5. BACKGROUND

    | | BRUCE E. COPE | | | COMMITTEES • Audit • Nominating, Governance, and Sustainability OTHER PUBLIC COMPANY BOARDS • None |

  6. BACKGROUND

    BACKGROUND • Has served as a member of our Board since January 2025. • Previously served as the Senior VP/Chief Accounting Officer at Hunt Consolidated Inc., a privately held exploration and production company, from 1993 to 2020. • Before joining Hunt, he held various positions of increasing responsibility at Pacific Enterprises Oil Company USA from 1988 to 1993 and Frates Enterprises from 1984 to 1988. • He has been involved with various professional organizations, including as a Board Member of the Dallas Petroleum Club from 2017 to 2019, including the role of Secretary in 2019, Past Advisory Board Member for the Institute of Petroleum Accounting at North Texas State University, Committee Member for the Energy Special Interest Group at Financial Executives International, and Member of the UT Dallas Institute for Excellence in Corporate Governance. • Mr. Cope received recognition from D-CEO Magazine as Controller of the Year for Large Private Companies in 2016. • Mr. Cope began his career with KMG Main Hurdman (now KPMG) where he worked as an Auditor from 1981 to 1984. • Mr. Cope holds a Bachelor of Business Administration degree in Accounting from Harding University and a Master of Business Administration degree from Oklahoma State University. • He is also an active Certified Public Accountant (CPA) in Arkansas. We believe Mr. Cope is well-qualified to serve on our Board given his extensive experience in financial management within the energy sector, his industry recognition, and his expertise in the energy and petroleum sectors aligns well with our focus on water and chemical solutions.

  7. BACKGROUND

    | 2025 Proxy Statement | 17 |

  8. BACKGROUND

    | | LUIS FERNANDEZ-MORENO | | | COMMITTEES • Compensation • Nominating, Governance, and Sustainability OTHER PUBLIC COMPANY BOARDS • Ingevity Corporation (NYSE: NGVT) |

  9. BACKGROUND

    • Has served as a member of our Board since May 2022. • Currently serves as Interim President and CEO and as a board member of Ingevity Corporation (NYSE: NGVT), a products and technologies company, since October 2024. • Currently serves as sole manager of Strat and Praxis, LLC (“Strat and Praxis”), a business and management consulting firm specializing in design of corporate strategy, development of processes, and organizational design, since May 2018. • Prior to founding Strat and Praxis, served as Senior Vice President of Ashland Company until February 2017, with responsibilities as president of its Chemicals group since April 2015. Mr. Fernandez-Moreno previously served as president of Ashland Specialty Ingredients from 2013 to 2015, and as president of Ashland Water Technologies from 2012 to 2013. Before joining Ashland, Mr. Fernandez-Moreno was executive vice president of HTH Water Products & Wood Protection for Arch Chemicals, Inc. from 2010 to 2011. • Spent approximately 25 years at Rohm & Haas Company until it was acquired by Dow Chemical Company, after which he managed the newly formed Dow Coatings Materials business until 2010. • Mr. Fernandez-Moreno serves as a director of Huber Engineered Materials and Hasa, Inc. and is a member of the Director’s Council at the University of Pennsylvania Museum of Archeology and Anthropology. Mr. Fernandez-Moreno previously served on the boards of Ascensus Specialties and OQ Chemicals. • Mr. Fernandez-Moreno received his B.S. in Chemical Engineering from Universidad Iberoamericana in Mexico City, Mexico and is a graduate from the University of Pennsylvania Wharton Management Program. We believe Mr. Fernandez-Moreno has extensive executive experience across the chemical and water industries, as well as operational and organizational management skills which make him well-qualified to serve on our Board.

  10. BACKGROUND

    | 18 | Select Water Solutions |

  11. BACKGROUND

    | | ROBIN H. FIELDER | | | COMMITTEES • Audit • Nominating, Governance, and Sustainability OTHER PUBLIC COMPANY BOARDS • None |

  12. BACKGROUND

    • Has served as a member of our Board since November 2022. • Served as the Executive Vice President, Low Carbon Strategy and Chief Sustainability Officer of Talos Energy Inc. (NYSE: TALO), an independent exploration and production company, from December 2021 through March 2024 where she oversaw ESG and sustainability initiatives and reporting obligations. She also served as the lead executive for Talos’ carbon capture and sequestration portfolio and business segment, Talos Low Carbon Solutions, which was divested to TotalEnergies. • 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 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 deepwater Gulf of Mexico. • Serves as a member of the PRAGMA (enabling a pragmatic approach to the Energy Transition through Investment, Technology, Talent and Advocacy) energy advisory board, the Women Corporate Directors and National Association of Corporate Directors, and has served as a member of the board of directors of the Greater Houston March of Dimes since 2019. She is also a member of the executive council of the KBH Energy Center at the McCombs School of Business at the University of Texas at Austin. • 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 sustainability matters, provides the Board with valuable experience and insight and makes her well-qualified to serve on our Board.

  13. BACKGROUND

    | 2025 Proxy Statement | 19 |

  14. BACKGROUND

    | | TIMOTHY A. ROBERTS | | | COMMITTEES • Audit • Compensation OTHER PUBLIC COMPANY BOARDS • None |

  15. BACKGROUND

    • Has served as a member of our Board since January 2025. • Currently serves as Chief Executive Officer and Partner of Iron Horse Midstream, LLC (previously Cardinal Midstream III, LLC), a company that provides natural gas gathering, processing, compression, treating, and transmission services, since May 2017. • Previously held positions of increasing responsibility within the Iron Horse & Cardinal Midstream Family of Companies, including Chief Financial Officer & Partner at Cardinal Midstream II, LLC, and Vice President — Finance at Cardinal Midstream, LLC from April 2009 to April 2013. • Before joining Iron Horse & Cardinal Midstream, he worked at American Capita Ltd.’s Energy Group from July 2006 to April 2009, progressing from Associate to Vice President. • Started his career in investment banking as a Senior Analyst at Wachovia Energy Investment Banking Group in Houston from September 2003 to July 2006. • Began his professional journey as an Audit Associate at KPMG LLP Assurance and Advisory Services in Houston from September 2002 to August 2003. • Mr. Roberts holds a Master in Professional Accounting (MPA) from The University of Texas at Austin, McCombs School of Business, graduating summa cum laude, and a Bachelor of Arts in Business Administration, Accounting and Philosophy from the University of Notre Dame, graduating magna cum laude. We believe Mr. Roberts is well-qualified to serve on our Board given his extensive experience in the midstream energy sector, his proven leadership in private equity-backed companies, and his expertise in financial management and corporate development, which aligns well with our company’s strategic goals and operations.

  16. BACKGROUND

    | 20 | Select Water Solutions |

  17. BACKGROUND

    | | DOUGLAS J. WALL | | | COMMITTEES • Compensation • Nominating, Governance, and Sustainability (Chair) OTHER PUBLIC COMPANY BOARDS • None |

  18. BACKGROUND

    • Rejoined our Board in November 2016, having previously served on the board of SES Holdings from January 2012 through December 2014. • Formerly served as President and Chief Executive Officer of Patterson-UTI Energy, Inc. from October 2007 through September 2012, after joining the company as Chief Operating Officer in April 2007. • Joined Patterson-UTI Energy, Inc. after a 16-year career with Baker Hughes, Inc., most recently as Group President, Completions & Production. In that role, Mr. Wall was responsible for the operations of Baker Oil Tools, Inc., Baker Petrolite Corporation, and Centrilift, Inc., as well as the company’s production optimization efforts. • From 2003 to 2005, served as President of Baker Oil Tools, Inc., and from 1997 to 2003, he was President of Hughes Christensen Company. From 1991 to 1997, he was President and Chief Executive Officer of Western Rock Bit Company Ltd., then Hughes Tool Company’s distributor in Canada. Prior to joining Baker Hughes, Inc. and its predecessors, Mr. Wall held a variety of senior executive positions with oilfield service companies in Canada. He began his career in the drilling industry in 1978 with ATCO Drilling (previously Thomson Drilling) and later spent 10 years with Adeco Drilling & Engineering Company Ltd., an affiliate of Parker Drilling Company. • Served on the board of directors of Fugro N.V., a Dutch-based company involved in the geotechnical, survey, subsea and seismic business from 2014 to May 2021. Additionally, from August 2016 through April 2017, Mr. Wall served on the board of directors of Seventy-Seven Energy Inc., an Oklahoma-based oilfield services company providing drilling, pressure pumping, oilfield rental tools and other services to U.S. onshore exploration and production companies. • Mr. Wall received a B.A. in Economics from the University of Calgary and an M.B.A. in Finance and Marketing from the University of Alberta. We believe Mr. Wall’s extensive experience as a public energy company executive and his service on multiple public company boards brings valuable experience and insight to our Board.

  19. BACKGROUND

    | 2025 Proxy Statement | 21 |

  20. BACKGROUND

    SUSTAINABILITY AND CORPORATE RESPONSIBILITY We are committed to a corporate strategy that not only supports the long-term viability of our business model, but does it in a manner that focuses on and protects our people, our customers, the environment, and the communities in which we operate. Whether it’s about uniting our teams around long-term end-to-end water solutions, creating sustainable partnerships with our customers, integrating and expanding 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 helps our customers achieve their short-term and long-term sustainability goals, helps us attract and retain top talent, and furthers 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 its lifecycle. Additionally, we believe that responsibly managing water resources through our operations helps conserve and protect the environment in the communities in which we operate. This 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. Prior Sustainability-Linked Credit Facility In March 2022, SES Holdings and Select Water Solutions, LLC f/k/a Select Energy Services, LLC (“Select LLC”) entered into a $270.0 million amended and restated senior secured sustainability-linked revolving credit facility (the “Prior Sustainability-Linked Credit Facility”) that replaced our previous credit facility. Under the Prior 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 2024 were 1.55 and 40.0 million barrels, respectively. The target for TRIR and barrels of produced water recycled in 2024 were 1.16 and 43.8 million barrels, respectively. In 2024, we outperformed the target for each metric with a TRIR of 0.54 and approximately 185.4 million barrels of produced water recycled at our fixed facilities, achieving the maximum downward adjustment to our interest rate margin and fee margin.

  21. RICHARD A. BURNETT, CHAIR BRUCE E. COPE, MEMBER ROBIN H. FIELDER, MEMBER TIMOTHY A. ROBERTS, MEMBER TROY W. THACKER, MEMBER

    Executive Summary Our executive compensation program is structured to achieve a number of objectives, including: • aligning executive interests with our long-term strategy and those of our stockholders; • tying a significant portion of compensation directly to our operating and financial performance and execution of strategic objectives; • enabling us to attract and retain high performing executives through competitive pay practices; and • aligning pay and performance in a way that is transparent and understood by all executives and stockholders. This CD&A provides detail on how our Company achieves these objectives and best aligns our NEO interests with those of our stockholders. 2024 Performance Highlights Select Water Solutions delivered strong performance in 2024, demonstrating resilience and growth in a challenging market environment: • delivered total shareholder returns of 79% during 2024, including a 17% increase to the quarterly dividend; • generated full year 2024 consolidated revenue of $1.5 billion; • achieved Water Infrastructure full year 2024 revenues of $291 million, up 26% year-over-year, with gross profit up 62% year-over-year; • realized full year 2024 operating cash flow of $235 million and generated significant free cash flow; and • expanded our contract portfolio of long-term dedication and right-of-first refusal agreements. 2024 Executive Compensation Highlights Our 2024 executive compensation decisions reflect our strong performance and commitment to aligning pay with stockholder interests: • Annual Bonus Payout — Based on our 2024 performance, the Compensation Committee approved a bonus payout of 95.1% of target for our NEOs. For 2024, we replaced free cash flow (“FCF”) per share with FCF. • Vesting of 2022 PSU — The performance share units (PSUs) granted in 2022 based on relative return on assets (ROA) performance vested at 132% of target, and PSUs based on FCF performance vested at 62% of target over the three-year performance period ending December 31, 2024. • 2024 LTI Design Changes — For the 2024 long-term incentive (LTI) awards, we removed FCF as a measure on PSUs and replaced it with Total Shareholder Return (TSR). Additionally, we increased the maximum opportunity to 200% of target. • Strategic Component Weighting — As previously announced, we reduced the weighting of the strategic component in our annual bonus program for 2024, emphasizing quantitative financial and operational metrics. • PSU Termination Provisions — We modified our PSU agreements to allow for pro-rata vesting upon termination without “Cause,” aligning with market practices and enhancing retention. These compensation decisions and program enhancements reinforce our pay-for-performance philosophy and commitment to creating long-term stockholder value.

  22. RICHARD A. BURNETT, CHAIR BRUCE E. COPE, MEMBER ROBIN H. FIELDER, MEMBER TIMOTHY A. ROBERTS, MEMBER TROY W. THACKER, MEMBER

    | ✓ Emphasize at-risk pay and pay for performance ✓ Maintain robust stock ownership guidelines ✓ Engage an independent compensation consultant ✓ Perform annual risk assessments of compensation programs ✓ A significant portion of long-term incentives are performance-based and all long-term incentives are impacted by changes in stock price ✓ Underwater stock options may not be repriced or exchanged without stockholder approval | ✓ No dividends are paid on unearned performance-based equity awards and dividends on unvested time-based equity awards are subject to the same vesting conditions ✓ No NEOs receive significant perquisites or guaranteed annual bonuses ✓ Executives and employees are prohibited from hedging our securities ✓ Upon a change in control, no NEO is entitled to single-trigger cash payments or tax gross-ups ✓ Maintain a clawback policy applicable to all NEOs |

  23. RICHARD A. BURNETT, CHAIR BRUCE E. COPE, MEMBER ROBIN H. FIELDER, MEMBER TIMOTHY A. ROBERTS, MEMBER TROY W. THACKER, MEMBER

    What Guides Our Compensation Structure Compensation Philosophy We generally reference the middle range 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, ROA, and FCF, 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 risk” (84% for our Chief Executive Officer (“CEO”) and an average of 73% for the other NEOs) and performance-related (51% for the CEO and an average of 47% for the other NEOs), as shown below: • Attract and retain high performing executives through competitive pay practices (including equity), considering relevant market pay for similarly situated companies in our industry and other factors; and • Align pay outcomes with performance in a way that is transparent and understood by all stakeholders through clear and complete disclosure of executive compensation policies and practices, including alignment of certain metrics to strategy. The Compensation Committee regularly reviews and considers the effectiveness of the Company’s existing compensation programs and modifies such programs or develops new programs to better effectuate the Compensation Committee’s compensation objectives.

  24. RICHARD A. BURNETT, CHAIR BRUCE E. COPE, MEMBER ROBIN H. FIELDER, MEMBER TIMOTHY A. ROBERTS, MEMBER TROY W. THACKER, 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 |

  25. RICHARD A. BURNETT, CHAIR BRUCE E. COPE, MEMBER ROBIN H. FIELDER, MEMBER TIMOTHY A. ROBERTS, MEMBER TROY W. THACKER, MEMBER

    Role of the Compensation Committee — The Compensation Committee has ultimate responsibility for reviewing, evaluating, and approving all compensation and awards to the NEOs. The Compensation Committee on its own reviews the performance and compensation of the CEO and approves his level of compensation. The Compensation Committee may choose to gather input from the other members of the 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 2024 Plan by the CEO to certain non-executive officer employees, generally based on recommendations from the CEO and after consultation with 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 — In May 2024, the Compensation Committee engaged Meridian Compensation Partners (“Meridian”) as its independent compensation consultant, replacing Pearl Meyer & Partners, LLC (“Pearl Meyer”) who had served in this role since late 2018. Pearl Meyer assisted with program design and other compensation-related matters for the 2024 fiscal year, while Meridian has handled the majority of tasks since their appointment, including with respect to the 2025 fiscal year compensation program. Meridian is 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, the independent compensation consultant reviews 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, the independent compensation consultant provides the Compensation Committee comparative market assessments of executive and non-employee director compensation levels, including information relative to compensation trends and prevailing practices.

  26. RICHARD A. BURNETT, CHAIR BRUCE E. COPE, MEMBER ROBIN H. FIELDER, MEMBER TIMOTHY A. ROBERTS, MEMBER TROY W. THACKER, MEMBER

    The Compensation Committee meets regularly in executive session with its independent compensation consultant 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 was and Meridian 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 Meridian or Pearl Meyer during 2024. Role of Market Data — Our Compensation Committee relies in part, but not exclusively, on market data from its independent compensation consultants in determining appropriate levels of pay for our NEOs. Market data provided by Pearl Meyer during 2024 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 its independent compensation consultant, 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. Pearl Meyer employed the following general approach when analyzing our 2023 peer group to determine if any updates should be made for 2024: 1. 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, the compensation consultant recommended, and our Compensation Committee approved, the removal of DNOW Inc. (formerly NOW Inc.), Precision Drilling Corporation, and SECURE Waste Infrastructure Corp. (formerly SECURE Energy Services Inc.) and the addition of Aris Water Solutions, Inc., Helmerich & Payne, Inc., and KLX Energy Services Holdings, Inc. The following 16 peers comprised our peer group for 2024:

  27. RICHARD A. BURNETT, CHAIR BRUCE E. COPE, MEMBER ROBIN H. FIELDER, MEMBER TIMOTHY A. ROBERTS, MEMBER TROY W. THACKER, MEMBER

    (1) Mr. Swyka was terminated without “Cause” effective March 29, 2024. 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 2024 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. The target annual equity awards for 2024 were unchanged from

  28. RICHARD A. BURNETT, CHAIR BRUCE E. COPE, MEMBER ROBIN H. FIELDER, MEMBER TIMOTHY A. ROBERTS, MEMBER TROY W. THACKER, MEMBER

    | NAME | 2024 TARGET ANNUAL INCENTIVE (% OF BASE SALARY) | | John D. Schmitz | 115% | | Christopher K. George | 80% | | Michael C. Skarke | 80% | | Cody J. Ortowski | 80% | | Michael J. Lyons | 80% | | Nick L. Swyka(1) | 80% |

  29. RICHARD A. BURNETT, CHAIR BRUCE E. COPE, MEMBER ROBIN H. FIELDER, MEMBER TIMOTHY A. ROBERTS, MEMBER TROY W. THACKER, 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, 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). There is an opportunity for safety and environmental and sustainability payouts above the 120% maximum when Adjusted EBITDA exceeds a 120% payout.

  30. Company-Wide Metrics

    | PERFORMANCE METRIC | THRESHOLD | TARGET | MAXIMUM | 2024 ACTUAL PERFORMANCE | PERCENT OF TARGET METRIC EARNED | WEIGHT | PERCENT OF TARGET BONUS EARNED | | Adjusted EBITDA | $191.5 mm | $278.7 mm | $334.4 mm | $258.4 mm | 87.8%x | 40% | 35.1% | | FCF(1) | $50.6 mm | $101.1 mm | $151.7 mm | $98.9 mm | 97.8%x | 30% | 29.3% | | Safety | | | | | 100%x | 5% | 5.0% | | TRIR | — | 0.68 | — | 0.54 | | | | | LTIR | — | 0.24 | 0.20 | 0.25 | | | | | Recycled Water Volumes | 116.5 mmbbls | 233.0 mmbbls | 279.6 mmbbls | 264.3 mmbbls | 113.4%x | 5% | 5.7% |

  31. 2024 Annual Incentive Payouts

    2024 Annual Incentive Payouts Based on the results above, the Compensation Committee approved the following STI Plan payments:

  32. 2024 Annual Incentive Payouts

    | NAME | TARGET BONUS | COMPANYWIDE METRICS ACHIEVEMENT (WEIGHTED) | | INDIVIDUAL ACHIEVEMENT (WEIGHTED) | | TOTAL PERCENT OF TARGET EARNED | APPROVED 2024 ANNUAL INCENTIVE PAYOUT | | John D. Schmitz | $920,000 | 75.1% | + | 20% | = | 95.1% | $875,196 | | Christopher K. George | $328,000 | 75.1% | + | 20% | = | 95.1% | $312,026 | | Michael C. Skarke | $312,000 | 75.1% | + | 20% | = | 95.1% | $296,806 | | Michael J. Lyons | $312,000 | 75.1% | + | 20% | = | 95.1% | $296,806 | | Cody J. Ortowski | $292,000 | 75.1% | + | 20% | = | 95.1% | $277,780 | | Nick L. Swyka(1) | $70,042 | 75.1% | + | 20% | = | 95.1% | $66,631 |

  33. 2024 Annual Incentive Payouts

    (1) In accordance with Mr. Swyka’s Employment Agreement and the terms of the Swyka Separation Agreement (as defined below), his 2024 bonus was prorated for the time he was with the Company in 2024 for a total payout of $66,631. Long-Term Incentives

  34. 2024 Annual Grants

    | Our Compensation Committee reviews and approves annual equity awards for each NEO. For 2024, these awards were granted under our 2016 Equity Incentive Plan (the “2016 Plan”) and our 2024 Equity Incentive Plan (the “2024 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 2024 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 Total Shareholder Return (TSR) performance over a three-year performance period (the “TSR PSUs”). Our Compensation Committee selected relative ROA and TSR as the performance metrics for the PSUs because they: | |

  35. 2024 Annual Grants

    | NAME | 2024 RESTRICTED SHARES (50% OF GRANT) ($) | 2024 RELATIVE ROA PSUS (25% OF GRANT) ($) | 2024 TSR PSUS (25% OF GRANT) ($) | 2024 TOTAL ($) | | John D. Schmitz | $1,580,000 | $790,000 | $790,000 | $3,160,000 | | Christopher K. George(1) | $389,500 | $194,750 | $194,750 | $779,000 | | Michael C. Skarke | $370,500 | $185,250 | $185,250 | $741,000 | | Michael J. Lyons | $370,500 | $185,250 | $185,250 | $741,000 | | Cody J. Ortowski | $346,750 | $173,375 | $173,375 | $693,500 | | Nick L. Swyka(2) | $342,000 | $171,000 | $171,000 | $598,500 |

  36. 2024 Annual Grants

    (1) In connection with his promotion to Executive Vice President and Chief Financial Officer, in July 2024, Mr. George received a supplemental grant on the same terms as the annual equity awards granted in February 2024. The amounts reflected in this table include both his February and July grants. (2) In accordance with Mr. Swyka’s Employment Agreement and the terms of the Swyka Separation Agreement (as defined below), his restricted shares were forfeited and his PSUs were prorated for the time he was with the Company in 2024.

  37. 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, 2024 and ending December 31, 2026, as compared to the following peer companies (the “Performance Peer Group”):

  38. Relative ROA PSUs

    | • Aris Water Solutions, Inc. | • Nine Energy Services, Inc. | • Ranger Energy Services, Inc. | | • KLX Energy Service Holdings, Inc. | • Patterson-UTI Energy, Inc. | • RPC, Inc. | | • Kodiak Gas Services, Inc. | • ProFrac Holding Corp. | • TETRA Technologies, Inc. | | • Liberty Energy Inc. | • ProPetro Holding Corp. | • ChampionX Corporation |

  39. Relative ROA PSUs

    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.

  40. Relative ROA PSUs

    | 42 | Select Water Solutions |

  41. Relative ROA PSUs

    Achievement under the Relative ROA at the end of the three-year performance period is determined based on the following scale:

  42. Relative ROA PSUs

    | LEVEL OF ACHIEVEMENT | PEER GROUP RANKING | RELATIVE ROA PSUS EARNED (% OF TARGET) | | Below Threshold | Outside of Top 10 | 0% | | Threshold | Top 10 | 50% | | Target | Top 7 | 100% | | Maximum | Top 3 | 200% |

  43. 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.

  44. TSR PSUs

    TSR PSUs The TSR PSUs will become earned based on our annualized Total Shareholder Return over the three-year performance period beginning January 1, 2024 and ending December 31, 2026. Annualized TSR is calculated by the following formula: For purposes of the formula, the share price is determined based on the volume-weighted average price per share for the 20 consecutive trading days preceding the beginning and end of the performance period. The amount of dividends and other distributions declared on a share of stock during the performance period will be treated as if it were reinvested in the Company as of the applicable ex-dividend date. Achievement of the TSR PSUs at the end of the three-year performance period is determined based on the following scale:

  45. TSR PSUs

    | LEVEL OF ACHIEVEMENT | ANNUALIZED TSR | TSR PSUS EARNED (% OF TARGET) | | Below Threshold | Less than 0% | 0% | | Threshold | 0% | 50% | | Target | 10% | 100% | | Maximum | Greater than or equal to 30% | 200% |

  46. Results of the 2022-2024 PSUs

    Results of the 2022-2024 PSUs During 2022, each of our NEOs received grants of Relative ROA PSUs and FCF PSUs with three-year performance periods ending December 31, 2024. The terms of these awards are described in our proxy describing 2022 compensation. With respect to the Relative ROA PSUs, our ROA of 12.1% ranked 5 out of the 13 members of the performance peer group (adjusted to remove members of the performance peer group that were acquired or otherwise no longer publicly traded prior to December 31, 2024) and our total shareholder return over the performance period was 7.33%. As a result of the positive total shareholder return and Relative ROA ranking over the three-year period, the target PSUs earned equals 132% 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 62%

  47. Results of the 2022-2024 PSUs

    | 2025 Proxy Statement | 43 |

  48. Results of the 2022-2024 PSUs

    of the target FCF PSUs becoming earned, as determined by our Compensation Committee. The FCF used in the per-share calculation is consistent with the FCF definition outlined in the STI Plan.

  49. Results of the 2022-2024 PSUs

    | YEAR | FCF TARGET ($) | ACTUAL FCF ($) | | FCF PERFORMANCE PERCENTAGE(1) (%) | | 2022 | $0.44 | ($ | 0.06) | — | | 2023 | $1.51 | | 1.41 | — | | 2024 | $0.85 | | 0.83 | — | | TOTAL | $2.80 | | 2.18 | 62% |

  50. Results of the 2022-2024 PSUs

    (1) This column represents the percentage of equity awards that vest based on meeting service requirements where vesting is contingent on free cash flow performance targets. The percentage shown indicates the proportion of awards that become available to the recipient over time, not the actual level of free cash flow performance achieved. Swyka Separation Nick L. Swyka, Select’s former Senior Vice President and Chief Financial Officer, was terminated without “Cause” effective March 29, 2024. Mr. Swyka and the Company entered into a Separation Agreement (the “Swyka Separation Agreement”), which provided for the severance payments and benefits described below under “2024 Executive Compensation Tables — Potential Payments Upon Termination or Change in Control — Separation Agreement with Mr. Swyka” set forth in his employment agreement. 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 an employment agreement with Mr. Skarke that provides 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. Our other NEOs are not party to an employment agreement. 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 “2024 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 2024, the 401(k) Plan provided a matching contribution in an amount up to 4% of a 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 We maintain the Select Water Solutions, Inc. Clawback Policy, which complies 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

  51. Results of the 2022-2024 PSUs

    | 44 | Select Water Solutions |

  52. Results of the 2022-2024 PSUs

    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:

  53. Results of the 2022-2024 PSUs

    | TITLE | OWNERSHIP GUIDELINE | | Chief Executive Officer | 5x annual base salary | | Chief Operating Officer | 3x 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 annual base retainer |

  54. Results of the 2022-2024 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 directly 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. 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. Equity Grant Timing The Compensation Committee grants annual equity awards each year on February 24th following our annual earnings release and the filing of our Annual Report on Form 10-K. The Compensation Committee may also consider and approve interim or mid-year grants, from time to time based on business needs. During 2024, the Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Insider Trading and Anti-Hedging Policy Our Board adopted a securities and insider trading policy (the “Insider Trading Policy”), which governs the purchase, sale and other dispositions of our securities by directors, officers and employees (including, as applicable, their family members

  55. Results of the 2022-2024 PSUs

    | 2025 Proxy Statement | 45 |

  56. Results of the 2022-2024 PSUs

    and controlled entities, in each case, as defined in the Insider Trading Policy) and the Company and is designed to promote compliance with insider trading, rules and regulations, and the NYSE listing standards. 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 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. The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy, which is included as Exhibit 19.1 in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 19, 2025. 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. • A significant 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. 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.

  57. Results of the 2022-2024 PSUs

    | 46 | Select Water Solutions |

  58. Results of the 2022-2024 PSUs

    REPORT OF THE COMPENSATION COMMITTEE 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 for the year ended December 31, 2024 filed with the SEC on February 19, 2025. Compensation Committee of the Board of Directors,

  59. GAYLE L. BURLESON, CHAIRMAN LUIS FERNANDEZ-MORENO, MEMBER TIMOTHY A. ROBERTS, 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 | 2024 | $800,000 | $184,000 | $3,214,772 | $691,196 | $13,880 | $4,903,858 | | | 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 | | Christopher K. George Executive Vice President and Chief Financial Officer | 2024 | $381,154 | $65,600 | $804,565 | $246,426 | $13,889 | $1,511,634 | | | 2023 | $340,000 | $68,000 | $569,802 | $167,525 | $13,289 | $1,158,616 | | | 2022 | $321,937 | $54,672 | $1,547,290 | $213,098 | $5,298 | $2,142,292 | | Michael C. Skarke Executive Vice President and Chief Operating Officer | 2024 | $390,000 | $62,400 | $753,852 | $234,406 | $24,689 | $1,465,347 | | | 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 | | Michael J. Lyons Executive Vice President and Chief Strategy and Technology Officer | 2024 | $390,000 | $62,400 | $753,852 | $234,406 | $13,889 | $1,454,547 | | Cody J. Ortowski Executive Vice President, Business and Regulatory Affairs | 2024 | $365,000 | $58,400 | $705,517 | $219,380 | $13,889 | $1,362,186 | | | 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 | | Nick L. Swyka Former Senior Vice President and Chief Financial Officer | 2024 | $103,154 | $14,008 | $695,855 | $52,623 | $474,501 | $1,340,141 | | | 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 |

  60. GAYLE L. BURLESON, CHAIRMAN LUIS FERNANDEZ-MORENO, MEMBER TIMOTHY A. ROBERTS, MEMBER DOUGLAS J. WALL, MEMBER

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR SCHMITZ ($)(1) | SUMMARY COMPENSATION TABLE TOTAL FOR LADHANI ($)(1) | COMPENSATION ACTUALLY PAID TO SCHMITZ ($)(1)(2) | COMPENSATION ACTUALLY PAID TO LADHANI ($)(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) | | | | 2024 | $4,903,858 | N/A | $10,459,283 | N/A | $1,426,771 | $2,771,538 | $45.37 | $92.73 | $35.5 | $258.4 | | 2023 | $4,389,506 | N/A | $720,873 | N/A | $1,233,654 | $667,885 | $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 |