DEF 14A of ProFrac Holding Corp.
Filed Apr 27, 2026 · FY20250001104659-26-049044
PROPOSAL NO. 1: ELECTION OF DIRECTORS
PROPOSAL NO. 1: ELECTION OF DIRECTORS Our Board currently consists of six (6) directors. All of our current directors will stand for re-election at the Annual Meeting. Our Board proposes that each of the nominees named below be elected as a director for a one-year term expiring at our 2027 Annual Meeting, or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. Unless otherwise instructed, shares represented by proxies will be voted “FOR” the election of each of the nominees named below. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than six (6) directors. Stockholders may not cumulate votes for the election of directors.
Nominees to Our Board
Nominees to Our Board The nominees and their ages, occupations and lengths of service on our Board as of the date of the Proxy are provided in the table below and in the additional biographical descriptions set forth in the text below the table.
Nominees to Our Board
| Name | Age | Position | Director Since | | Matthew D. Wilks | 43 | Executive Chairman | May 2022 | | Theresa Glebocki(1)(2) | 64 | Director | May 2022 | | Gerald Haddock(1)(2) | 78 | Director | May 2022 | | Sergei Krylov | 48 | Director | May 2022 | | Stacy Nieuwoudt(1)(2) | 46 | Director | May 2022 | | Matthew Rinaldi | 51 | Director | December 2025 |
Nominees to Our Board
(1) Members of our Audit Committee (2) Members of our Compensation Committee Matthew D. Wilks has served as Executive Chairman of our Board since May 2022 and has served as President of ProFrac Services, LLC since October 2018. Previously, Mr. Wilks served as Chief Financial Officer of ProFrac Services, LLC from March 2018 to November 2021, and as interim Chief Financial Officer of ProFrac Services, LLC from January 2022 to March 2022. Mr. Wilks has also served as Vice President of Investments for THRC Holdings, LP since January 2012. In June 2022, Mr. Wilks was appointed to and continues to serve on the board of directors of Flotek Industries, Inc. (“Flotek”), a chemistry technologies company serving the oil and gas industry. In January 2022, Mr. Wilks was appointed to and continues to serve as Executive Chairman of the board of directors of Dawson Geophysical Company (“Dawson”). Earlier in his career, Mr. Wilks served as a member of the board of directors of Approach Resources, Inc. (“Approach”), an E&P company focused on the exploration, development and production of unconventional oil and gas resources in the United States, and as Vice President of Logistics for FTS International, Inc. We believe that Mr. Wilks’ background in numerous roles with ProFrac and his familial connection to ProFrac’s founders as the son of Dan Wilks and nephew of Farris Wilks, allows him to engage in Board deliberations with valuable insight and experience. Theresa Glebocki has served on our Board since May 2022 and currently serves as Chairwoman of the Audit Committee and as a member of the Compensation Committee. Ms. Glebocki has also served as President and General Manager of Delaware Park Racing Association since March 2023. Prior to that, Ms. Glebocki served as Chief Executive Officer from December 2019 to October 2021, as well as Chief Financial Officer from February 2019 to December 2019, of Ocean Casino. Ms. Glebocki also previously served as Executive Vice President, Chief Financial Officer, and Treasurer of Tropicana Entertainment Inc. from April 2015 to October 2018. Prior to that, Ms. Glebocki served as Vice President of Finance and Chief Financial Officer of Revel Entertainment Group LLC from June 2007 to April 2015. Ms. Glebocki holds a B.S. from Lehigh University. We believe that Ms. Glebocki’s leadership skills and experience, including serving as an executive officer for several companies, will bring valuable insights to our Board and qualifies her to serve as a director. Gerald Haddock has served on our Board since May 2022 and currently serves as a member of each of the Audit Committee and Compensation Committee. Mr. Haddock founded Haddock Enterprises, LLC in 2000 and has served as its President since such time. Mr. Haddock was appointed to serve as a director of Silver Star Properties REIT Inc. in June 2020, and has served as its Executive Chairman since 2023 and its Chief Executive Officer since 2024. Since January 2005, Mr. Haddock has served as a director of Meritage Homes Corporation, a real estate development company, and has also served as Chairman of its Nominating and Corporate Governance Committee since January 2006 and as a member of its Audit Committee from January 2009 to December 2018. In the last five years, he has served as a Founder and Director of Union Acquisition Corp. I., which recently completed a business combination with Bioceres Crop Solutions Corp., and as a Founder and Director of Union Acquisition Corp. II, which recently completed a business combination with Procaps Group, S.A. From 1986 to 2020, Mr. Haddock served as director of Valaris, Plc. (formerly ESCO International, Plc.), a leading global offshore oil and gas drilling service company, where he led much of its mergers and acquisitions and oversaw strategic development, as well as served as its co-lead Director and Chairperson of the Audit Committee and was also a member of the Nominating and Governance Committee. Additionally, from December 2004 to October 2008, Mr. Haddock served as a Board Member of Cano Petroleum, Inc. Formerly, Mr. Haddock co-founded Crescent Real Estate Equities Company and served as its President and Chief Operating Officer from 1994 to 1999, and as its Chief Executive Officer from 1996 to 1999. Mr. Haddock serves on the board of the CEELI Institute and has previously served on the board of trustees for Baylor College of Medicine in Houston and as a member of various other committees for Baylor University and at Baylor College of Medicine. Those committees included the Executive Investment Committee at both Baylor University and Baylor College of Medicine. Mr. Haddock has also previously served on the board of the M.D. Anderson Proton Therapy Education and Research Foundation. Mr. Haddock led the acquisition team to purchase the Texas Rangers, in which he was a minority owner along with George W. Bush from 1989 to 1998 and served as its General Counsel. Mr. Haddock holds a B.B.A and J.D. from Baylor University. He also holds an L.L.M in Taxation from New York University School of Law and an M.B.A. from Dallas Baptist University. We believe that Mr. Haddock’s significant and extensive experience advising multiple companies across a breadth of industries, combined with his understanding and background in business, will bring proven leadership and business and industry acumen to the Board and qualify him to serve as a director. Sergei Krylov has served on our Board since May 2022. Mr. Krylov has been in the energy industry for more than 20 years as an executive officer, an investment banker and an investor. Currently, Mr. Krylov serves as Investment Partner and Chief Financial Officer of Wilks Brothers, LLC. From 2014 to 2020, Mr. Krylov was as an executive at Approach, initially serving as its Executive Vice President and Chief Financial Officer and subsequently as its President and Chief Executive Officer. From 2000 to 2013, Mr. Krylov worked at J.P. Morgan Securities LLC in the Energy Investment Banking group in New York and Houston, where he most recently served as Managing Director. In addition, he currently serves on the board of directors of Dawson. During his career, Mr. Krylov has executed numerous mergers and acquisitions, capital markets offerings and financial restructurings. Mr. Krylov holds a B.B.A. in Finance from Pace University. We believe that Mr. Krylov’s skills and experience, particularly his financial expertise and understanding of capital markets, knowledge of the oil and gas industry and his public company executive experience, make him qualified to serve as a director.
Nominees to Our Board
Stacy Nieuwoudt has served on our Board since May 2022 and currently serves as Chairwoman of the Compensation Committee and as a member of the Audit Committee. Ms. Nieuwoudt has been a private investor since 2019. From 2017 to 2019, Ms. Nieuwoudt served as a Senior Energy and Industrials Analyst at Aptigon Capital, a Citadel Company and fundamental equities investing business. Prior to that, Ms. Nieuwoudt served as an Energy Equities Analyst at Surveyor Capital, a Citadel Company and investing firm, from September 2010 to November 2017. Prior to that, Ms. Nieuwoudt served as Vice President at Crosslink Capital Management LLC, a venture capital firm, from 2008 to 2010; as Energy Equities Research Vice President at Tudor, Pickering, Holt & Co. Securities, LLC, a financial services firm, from 2005 to 2008; as a Private Equity Energy Analyst at EnCap Investments L.P., a private equity firm specializing in the energy industry, from 2004 to 2005; and as an Energy Research Analyst at Simmons & Company International Limited, an investment bank specializing in the energy sector, from 2002 to 2004. Previously, Ms. Nieuwoudt served on the board of directors of enCore Energy Corp. (NASDAQ: EU), a uranium producer and clean energy company, from October 2024 to August 2025, and Independence Contract Drilling (NYSE: ICD), an energy drilling services company, from January 2021 to August 2024, where she also served as Chair of the Audit and Nominating and Corporate Governance Committees and as a member of the Compensation Committee. Ms. Nieuwoudt holds a B.A. from Rice University. We believe that Ms. Nieuwoudt’s skills and experience, particularly her specialized knowledge, background and expertise in the energy industry, combined with her understanding of capital markets and career-long experience covering the energy industry, qualify her to serve on our Board. Matthew Rinaldi has served on our Board since December 2025. Mr. Rinaldi is a licensed attorney whose practice has focused on in-house corporate, real estate, and regulatory matters, as well as representing businesses in a broad range of complex commercial litigation and appellate matters, including securities class action lawsuits, director and officer liability, real estate, antitrust, insurance and intellectual property litigation. Mr. Rinaldi is the General Counsel of FARJO Holdings, LP, a Wilks Party, a position he has held since June 2023. He has served as a member of the Board of Directors of Braemar Hotels & Resorts since November 2013, where he currently serves as chair of the Compensation Committee and as a member of its Related Party Transactions Committee. Mr. Rinaldi also serves as a member of the Board of Managers of Bentkey Ventures, LLC, where he currently serves as chair of the Audit Committee and as a member of the Conflicts Committee. Previously, Mr. Rinaldi was General Counsel of Quantas Healthcare Management, LLC and its affiliated medical facilities from June 2017 to June 2023. Mr. Rinaldi also served as an elected representative of Texas House District 115 in the Texas House from 2014 to 2019. Mr. Rinaldi served as Senior Counsel with the law firm of Dykema Gossett, PLLC from 2014 through 2017 and served as counsel with the law firm of Miller, Egan, Molter & Nelson, LLP from 2009 to 2013. Prior to joining Miller, Egan, Molter & Nelson, LLP, Mr. Rinaldi was an associate attorney at the law firm of K&L Gates LLP from 2006 to 2009 and an associate attorney at the law firm of Gibson, Dunn and Crutcher, LLP from 2001 to 2006, where he defended corporate officers and accounting firms in securities class action lawsuits and assisted with SEC compliance issues. Mr. Rinaldi has extensive experience in corporate and real estate law, in federal, state and appellate courts, and has represented and counseled a broad spectrum of clients, including Fortune 500 companies, “Big Four” accounting firms, insurance companies, healthcare companies and real estate developers, as well as small businesses and individuals. Mr. Rinaldi holds a J.D., cum laude, from Boston University and a B.B.A.in Economics, cum laude, from James Madison University. We believe that Mr. Rinaldi’s significant and extensive experience advising multiple companies across different industries, combined with his understanding and background in business, qualifies him to serve as a director.
Director Compensation
Director Compensation We have adopted a comprehensive director compensation program in order to attract and retain qualified non-employee directors who are essential to our future success, growth, and governance. Under the director compensation program, during 2025, each non-employee director was entitled to receive the following compensation: • an annual cash retainer of $95,000 for each calendar year; • an additional cash retainer of $20,000 for the chair of the Audit Committee; • an additional cash retainer of $15,000 for the chair of the Compensation Committee; • an annual award of restricted stock units with an aggregate fair market value of approximately $150,000 on the grant date that vests following a one-year vesting period; and • an additional cash fee of $1,500 for attendance at each meeting of our Board or a committee thereof.
Director Compensation Table for 2025 Fiscal Year
Director Compensation Table for 2025 Fiscal Year The table below sets forth the compensation of our non-employee directors who served at any time during the fiscal year ended December 31, 2025. The Company did not provide option awards, non-equity incentive plan compensation, nonqualified deferred compensation, or any perquisites or other compensation to the Board of Directors during fiscal year 2025, and as such, those columns are not reflected in this table.
Director Compensation Table for 2025 Fiscal Year
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3)(4) | Total ($) | | Gerald W. Haddock | 153,500 | 150,000 | 303,500 | | Stacy Nieuwoudt | 170,000 | 150,000 | 320,000 | | Theresa Glebocki | 175,000 | 150,000 | 325,000 | | Sergei Krylov | 117,500 | 150,000 | 267,500 | | James Coy Randle, Jr.(5) | 119,000 | — | 119,000 | | Matthew Rinaldi(6) | — | — | — |
Director Compensation Table for 2025 Fiscal Year
For information regarding Matthew D. Wilks’ compensation, see the Summary Compensation Table below. (2) Represents the total annual cash retainer of $95,000 for each director, an additional cash retainer of $15,000 for Ms. Nieuwoudt as Chair of the Compensation Committee, an additional cash retainer of $20,000 for Ms. Glebocki as Chair of the Audit Committee, and the aggregate dollar amount of meeting fees for each director ($1,500 per meeting). (3) Represents the aggregate grant date fair value of restricted stock units granted under the LTIP that will vest following a one-year service vesting period, computed in accordance with ASC Topic 718, Compensation — Stock Compensation. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Please see the discussion of the assumptions made in the valuation of these awards in “Note 10 — Stock-Based Compensation” to the audited consolidated financial statements included in our Annual Report on Form 10K for the year ended December 31, 2025. Generally, the full grant date fair value is the amount that we would expense in our financial statements over the award’s vesting schedule. These amounts reflect our accounting expense, and do not correspond to the actual value that will be recognized by the director. (4) As of December 31, 2025, the number of unvested restricted stock unit awards held by Messrs. Haddock and Krylov and Mses. Glebocki and Nieuwoudt was 75,664. Neither Mr. Randle nor Mr. Rinaldi held any unvested equity as of December 31, 2025. (5) Mr. Randle resigned from the Board of Directors effective December 17, 2025. Amounts reported reflect compensation earned for service on the Board through the date of his resignation. (6) Mr. Rinaldi was appointed to the Board of Directors effective December 17, 2025. Mr. Rinaldi did not receive any compensation for service as a director during fiscal year 2025.
Non-Employee Director Compensation Arrangements
Non-Employee Director Compensation Arrangements Under our director compensation program, members of our Board who are also employees will not receive additional compensation for their service as directors. Each director is entitled to be reimbursed for reasonable and necessary travel and miscellaneous expenses incurred to attend meetings and activities of the Board or any of its committees. Each director is also indemnified by us for actions associated with serving as a director to the fullest extent permitted under Delaware law.
OUR BOARD RECOMMENDS A VOTE “FOR” ALL NOMINEES FOR ELECTION AS DIRECTORS FOR PROPOSAL NO. 1
OUR BOARD RECOMMENDS A VOTE “FOR” ALL NOMINEES FOR ELECTION AS DIRECTORS FOR PROPOSAL NO. 1
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation awarded to, earned by or paid to our NEOs for the fiscal years ended December 31, 2024 and December 31, 2025. We have omitted the columns entitled “Bonus” and “Option Awards” because our NEOs did not receive any bonuses outside of the 2025 Annual Incentive Plan (as defined below) or option awards during the years presented. We have also omitted the column entitled “Change in Pension Value and Nonqualified Deferred Compensation Earnings” as ProFrac has not sponsored any nonqualified deferred compensation plans or arrangements during the years presented.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total Compensation ($) | | Matthew D. Wilks Principal Executive Officer | 2025 | 475,000 | 839,615 | 59,375 | 30,214 | 1,404,204 | | | 2024 | 475,000 | 759,225 | 123,444 | 28,341 | 1,386,010 | | Johnathan L. Wilks Chief Executive Officer | 2025 | 475,000 | 780,488 | 47,500 | 79,595 | 1,382,583 | | | 2024 | 475,000 | 709,472 | 98,755 | 78,567 | 1,361,794 | | Austin Harbour(5) Chief Financial Officer | 2025 | 450,000 | 632,996 | 427,500 | 19,623 | 1,530,120 |
Summary Compensation Table
(1) The amounts in this column reflect total base salary earned by each of the NEOs as of December 31 of the applicable year. (2) Reflects the grant date fair value of awards granted pursuant to the LTIP of certain restricted stock units (“RSUs”) granted to Messrs. Matthew D. Wilks and Johnathan L. Wilks on March 31, 2023 (the “2023 LTIP Awards”), awards of RSUs granted to Messrs. Matthew D. Wilks and Johnathan L. Wilks on March 28, 2024 (the “2024 LTIP Awards”), and awards of RSUs granted to Messrs. Matthew D. Wilks, Johnathan L. Wilks, and Austin Harbour on March 28, 2025 (the “2025 LTIP Awards”, and together with the 2023 LTIP Awards and the 2024 LTIP Awards, the “LTIP Awards”), which include a grant date fair value determined for accounting purposes on certain dates in 2025, consistent with ASC Topic 718, Compensation — Stock Compensation. The number of underlying shares awarded to each of the NEOs as the LTIP Awards were determined based on the closing price of the Common Stock on the March 31, 2023, March 28, 2024 and March 28, 2025 grant dates of the LTIP Award, respectively, as approved by the Compensation Committee. The 2024 LTIP Awards and 2025 LTIP Awards consist of time-based RSUs (such RSUs granted in 2024, the “2024 RSUs” and such RSUs granted in 2025, the “2025 RSUs”) and performance-based RSUs (“PSUs,” and such PSUs granted in 2024, the “2024 PSUs,” and such PSUs granted in 2025, the “2025 PSUs”). Each 2024 PSU and 2025 PSU includes a service component that vests in equal annual installments over a three-year period from the grant date, two performance conditions that vest based on the achievement of Adjusted EBITDA and Adjusted Free Cash Flow targets, and a discretionary component that vests based on the achievement of company performance objectives. For accounting purposes, the applicable NEO grant date fair values for the 2024 RSUs are based on the closing price of the Common Stock on March 28, 2024, for the 2024 PSUs are based on the closing price of the Common Stock on May 31, 2024 and June 6, 2024, and for the 2025 PSUs and 2025 RSUs are based on the closing price of the Common Stock on March 28, 2025. The 2023 LTIP Awards consist in part of performance-based restricted stock units (“2023 PSUs”). The 2023 PSUs that met the definition of having a grant date in 2025 for accounting purposes also have a service component that vests one year from the grant date along with two performance conditions that vest based on the achievement of Adjusted EBITDA and Adjusted Free Cash Flow, targets and a discretionary component that vests based on the achievement of other company performance objectives. For accounting purposes, the applicable NEO grant date fair values for the 2023 PSUs are based on the closing price of the Common Stock on March 13, 2025. Amounts reported for all PSUs are consistent with the grant date fair value of the probable outcome of the target performance-based conditions subject to each grant of the PSUs as well as the estimate of aggregate compensation cost to be recognized over fiscal year ending on December 31, 2025, without taking into account forfeitures, consistent with ASC Topic 718, Compensation — Stock Compensation. Because the annual performance targets specific to the awards of the 2023 PSUs, 2024 PSUs, and 2025 PSUs are set at the start of each respective single year during the three-year performance period under the respective award, the grant date fair value reflects the performance period with respect to the 2025 PSUs and 2024 PSUs, and the third year’s performance period with respect to the 2023 PSUs. For the 2025 PSUs, based on the probable outcome of the target performance-based conditions, the aggregate grant date fair value is $108,341. Based on the highest level of performance conditions (200% of the grant date fair value), the aggregate grant date fair value is $3,940,226. With respect to the 2023 PSUs, based on the probable outcome of the target performance-based conditions, the aggregate grant date fair value is $8,338. Based on the highest level of performance conditions (200% of the grant date fair value), the aggregate date fair value is $303,149. The assumptions used in calculating grant date fair value of the stock awards reported in this column are included in our audited consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 13, 2026. These amounts do not reflect the actual economic value that may be realized by the NEO as Messrs. Matthew D. Wilks and Johnathan L. Wilks elected to forego the 2023 PSUs and 2024 PSUs after the Compensation Committee approved the grants (the “Relinquished 2023 and 2024 PSUs”). The Relinquished 2023 and 2024 PSUs and the LTIP Awards are further described in the Narrative to the Summary Compensation Table below under the heading Stock Awards. (3) Amounts in this column reflect certain amounts earned in 2025 by Messrs. Matthew D. Wilks, Johnathan L. Wilks, and Austin Harbour in connection with the 2025 annual incentive plan (the “2025 Annual Incentive Plan” and, such awards granted thereunder, the “2025 AI Awards”) as approved by the Compensation Committee. Messrs. Matthew D. Wilks and Johnathan L. Wilks voluntarily decided not to receive any payment of their 2025 AI Awards and received no other replacement compensation. Because they nonetheless earned the 2025 AI Awards pursuant to the terms of the 2025 Annual Incentive Plan as previously approved by the Compensation Committee, their 2025 AI Award amounts are included in this column. Mr. Harbour’s 2025 AI Award was earned pursuant to the Company’s 2025 Annual Incentive Plan, as previously approved by the Compensation Committee, on the same basis as that of the Company’s other executive officers. The 2025 AI Awards are further described in the Narrative to the Summary Compensation Table below under the heading Non-Equity Incentive Plan Compensation. (4) Amounts in this column reflect the aggregate incremental cost associated with Mr. Johnathan L. Wilks’ personal use of a Company vehicle, which amounts to $45,977. In 2025, the Company calculated the “aggregate incremental cost” of the Company vehicles for accounting purposes by taking into account the cost of the vehicle, insurance, maintenance, and fuel costs. Amounts in this column also reflect: (a) matching contributions made under the Company’s 401(k) retirement plan to each of the NEOs (b) life insurance, accidental death and dismemberment insurance, and long-term disability premiums paid on behalf of the NEOs. Mr. Harbour was appointed Chief Financial Officer effective June 17, 2024, and was not an NEO in 2024. Accordingly, no compensation for that year is reported.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table reflects information regarding outstanding equity-based awards held by each NEO as of December 31, 2025, including performance-based restricted stock units and time-based restricted stock units granted under the LTIP. Such awards are reflected in each row below on an award-by-award basis. These awards do not reflect the Relinquished 2023 and 2024 PSUs, which were not outstanding as of December 31, 2025. The vesting schedule for each award that has not fully vested is shown in the footnotes to this table. The Company has not granted stock options or any stock awards to our NEOs other than the awards detailed in the table below.
Outstanding Equity Awards at Fiscal Year-End
| | Equity Incentive Plan Awards | | | | | | Name and Principal Position | Award Date | Number of Shares or Units of Stock that have not Vested (#)(1) | Market Value of Shares or Units of Stock that have not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(3) | | Matthew D. Wilks Principal Executive Officer | 3/28/2024 | 56,619 | 220,248 | | | | | 3/28/2025 | 92,088 | 358,222 | | | | | 3/28/2025 | | | 138,132 | 537,333 | | Johnathan L. Wilks Chief Executive Officer | 3/28/2024 | 52,631 | 204,735 | | | | | 3/28/2025 | 85,603 | 332,996 | | | | | 3/28/2025 | | | 128,405 | 499,495 | | Austin Harbour Chief Financial Officer | 3/28/2025 | 77,821 | 302,724 | | | | | 3/28/2025 | | | 116,732 | 454,087 |
Outstanding Equity Awards at Fiscal Year-End
(1) All of the RSUs awarded on March 28, 2025 are unvested and will vest in equal one-third tranches on each anniversary of the grant date, subject to the holder’s continuous employment through such vesting date and the terms of the corresponding award agreement. Two-thirds of the RSUs awarded to the NEOs on March 28, 2024 remain unvested and will vest in equal tranches on the second and third anniversaries of the grant date, subject to the holder’s continuous employment through such vesting date and the terms of the corresponding award agreement. All RSUs are subject to accelerated vesting upon the NEO’s termination of employment by the Company without Cause or by the NEO with Good Reason (as such terms are defined in the applicable award agreement), subject to the NEO’s execution and non-revocation of a Release. Each RSU represents the contingent right to receive one share of the Company’s Common Stock (or a cash equivalent as set forth in the LTIP). All of the PSUs awarded on March 28, 2025 are unvested and will vest annually in equal one-third tranches over each of the annual performance periods upon the achievement of the Adjusted EBITDA, Adjusted Free Cash Flow, and other objective metrics as set forth by the Compensation Committee, subject to the holder’s continued employment through such vesting date and the terms of the corresponding award agreement. All PSUs reported reflect the target number of shares of Common Stock that may be earned. The 2025 PSUs may be determined to be eligible to vest in amounts that are lower or greater than target payout amounts. Each 2025 PSU represents the contingent right to receive one share of the Company’s Common Stock (or a cash equivalent as set forth in the LTIP). 2025 PSUs for the performance period immediately preceding an NEO’s termination of employment by the Company without Cause or by the NEO with Good Reason (as such terms are defined in the applicable award agreement) are subject to accelerated vesting, subject to the NEO’s execution and non-revocation of a Release. The actual number of shares that may be earned ranges from 0% to 200% of the target number. Represents the aggregate market value of the shares underlying the number of unvested RSUs and PSUs (based on achieving target performance goals) based on the closing price of our Common Stock of $3.89 on December 31, 2025.
Potential Payments on Termination of Employment under the NEO Employment Agreement
Potential Payments on Termination of Employment under the NEO Employment Agreement The following discussion describes the amounts and benefits that would be owed to Mr. Harbour under his NEO Employment Agreement in the event of a termination of employment with the Company or upon a change in control of the Company. Messrs. Matthew D. Wilks or Johnathan L. Wilks do not have employment agreements and are not entitled to the following payments or benefits. Non-Renewal, Voluntary Termination, or Termination for Cause In the event of a termination of employment by Mr. Harbour without Good Reason, by the Company for Cause (as each term is defined below), or upon the end of the then-applicable employment term following provision of the 90-day notice of non-renewal, then the Company will pay any unpaid base salary and approved unreimbursed business expenses (the “Accrued Obligations”) when due under applicable law. Termination without Cause or Resignation for Good Reason Under the NEO Employment Agreement, in the event that Mr. Harbour’s employment were to be terminated by the Company without Cause (and not due to death or Disability) or due to his resignation for Good Reason (as each term is defined below), other than pursuant to a timely non-renewal notice, then, in addition to payment of any Accrued Obligations, the NEO Employment Agreement provides that Mr. Harbour would be entitled to receive (i) an amount equal to his then-current annual base salary; and (ii) a prorated annual bonus with respect to the immediately preceding fiscal year based on the number of days he was employed with the Company during the year of termination (together the “Severance Benefits”), paid in substantially equal installments in accordance with the Company’s normal payroll practices for the 12-month period beginning on the Company’s first regularly scheduled pay date on or after the date that is 60 days following such termination of employment. Mr. Harbour’s receipt of the Severance Benefits would be conditioned on his execution of a Release. For purposes of the NEO Employment Agreement, Cause and Good Reason are generally defined as follows: “Cause” means (A) the NEO’s willful failure or refusal, other than due to death or Disability (as defined in the NEO Employment Agreement), to perform, or gross negligence in performing, the executive’s obligations pursuant to the NEO Employment Agreement which, if capable of cure, is not cured within 15 days following written notice being delivered to the NEO, which notice specifies such failure or negligence; (B) the NEO’s willful commission of an act of fraud or material dishonesty in the performance of his duties or with respect to any member of the Company Group, the nature of which, and the support for which, shall be provided to the NEO in writing; (C) the NEO’s material breach of any Company Group policy applicable to the NEO and made known to the NEO which, if capable of cure, is not cured within 15 days following a written notice being delivered to the NEO, which notice specifies the applicable breach; (D) the indictment of the NEO, conviction, or entry by the NEO of a guilty or no contest plea to any felony or any other crime or misdemeanor involving moral turpitude; (E) any breach by the NEO of his fiduciary duty or duty of loyalty to the Company or any member of the Company Group; or (F) the NEO’s material breach of any of the provisions of his NEO Employment Agreement, or any other written agreement between the NEO and the Company which, if capable of cure, is not cured within 15 days following written notice thereof from the Company. “Good Reason” means (A) a material reduction in the NEO’s duties, authority or responsibilities; (B) a material reduction in the NEO’s Base Salary (as defined in the NEO Employment Agreement); (C) the relocation of the geographic location of the NEO’s principal place of employment by more than 25 miles from the Company’s headquarters; or (D) Company’s material breach of its obligations under the NEO Employment Agreement, except that the foregoing shall not constitute Good Reason unless (i) the NEO provides 90 days written notice to the Company that Good Reason exists, (ii) the Company fails to cure such circumstances for 15 days and (iii) the NEO terminates his employment within 45 days of providing notice of the existence of the circumstances that constitute Good Reason.
Payments upon Termination of Employment under the LTIP Award Agreements
Payments upon Termination of Employment under the LTIP Award Agreements Under the LTIP Award agreements governing the time-based RSUs granted to each of the NEOs, all unvested time-based RSUs will become fully vested and payable on the NEO’s termination of employment due to death, Disability (as defined in the NEO Employment Agreement), by the Company without Cause, or by the NEO for Good Reason (as “Cause” and “Good Reason” are defined in substantial form under the heading Potential Payments on Termination of Employment under the NEO Employment Agreement), subject to the NEO’s execution and non-revocation of a Release. Under the LTIP Award agreements governing the performance-based RSUs granted to each of the NEOs under the LTIP, all performance-based RSUs for the immediately-preceding annual performance period will become vested and payable on the NEO’s termination of employment due to death, Disability, by the Company without Cause, or by the NEO for Good Reason as long as the NEO was employed by the Company as of the last day of such performance period, subject to the NEO’s execution and non-revocation of a Release.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company and are relying on the scaled disclosure requirements applicable to a “smaller reporting company” within the meaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules. This disclosure was prepared in accordance with the requirements of Item 402(v) and does not necessarily reflect the value actually realized by our executives, how our executives’ compensation relates to Company performance, or how our Compensation Committee evaluates compensation decisions in light of Company or individual NEO performance. Our Compensation Committee does not use “compensation actually paid” as a basis for making compensation decisions, nor does it use net income (as reflected below) for purposes of determining our executive’s incentive compensation.
2025 Pay Versus Performance Table
2025 Pay Versus Performance Table
2025 Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(4) | Net Income (Loss) ($M)(5) | | 2025 | 1,404,204 | 658,199 | 1,456,352 | 944,482 | 47.04 | (355.5) | | 2024 | 1,386,010 | 1,268,804 | 1,616,743 | 1,548,570 | 97.24 | (207.8) | | 2023 | 901,175 | (147,385) | 1,088,654 | 55,329 | 39.63 | (59.2) |
2025 Pay Versus Performance Table
Matthew D. Wilks was our PEO for each year presented. SEC rules require certain adjustments be made to the “Total” column as reported in the “Summary Compensation Table” to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. The equity values are calculated in accordance with ASC Topic 718, Compensation — Stock Compensation. Valuation assumptions used to calculate fair values used a consistent process as done on the date of grant and were not materially different from those disclosed at the time of grant. The following table details adjustments for our PEO:
2025 Pay Versus Performance Table
| Matthew D. Wilks | | | | | | 2023 | 2024 | 2025 | | Summary Compensation Table Total | 901,175 | 1,386,010 | 1,404,204 | | Less Aggregate Grant Date Fair Market Value of Equity Awards Granted During the Fiscal Year | 411,139 | 759,225 | 839,615 | | Plus Fair Value at Fiscal Year End of Outstanding Equity Awards Granted During The Fiscal Year | 277,584 | 659,041 | 358,222 | | Plus the change in Fair Value as of the vesting date of Outstanding Equity Awards granted in prior Fiscal Years (for which vesting conditions were satisfied) | (915,005) | (15,713) | (261,342) | | Plus the change in FMV as of the vesting date of equity awards granted in prior fiscal years (for which applicable vesting conditions were satisfied) | — | (1,309) | (3,270) | | Compensation Actually Paid to Mr. Matthew D. Wilks | (147,385) | 1,268,804 | 658,199 |
2025 Pay Versus Performance Table
(3) As discussed in footnote (2), SEC rules require certain adjustments to be made in order to determine “compensation actually paid” as reported in the Pay versus Performance table above. Compensation actually paid reflects the exclusions and inclusions of certain amounts calculated according to Item 402(v) of Regulation S-K, using the valuation methodology consistent with the accounting principles under ASC Topic 718, Compensation — Stock Compensation. The following table details adjustments for the non-PEO NEOs:
2025 Pay Versus Performance Table
| Non-PEO NEOS(a) | | | | | | 2023(b) | 2024 | 2025 | | Summary Compensation Table Total | 1,088,654 | 1,616,743 | 1,456,352 | | Less Grant Date Fair Market Value of Equity Awards Granted During the Fiscal Year | 504,282 | 379,487 | 706,742 | | Plus Fair Market Value at Fiscal Year End of Outstanding Equity Awards Granted During The Fiscal Year | 240,436 | 321,787 | 317,860 | | Plus the change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Fiscal Years (as of Year End) | (144,491) | (9,667) | (121,468) | | Plus, for any Equity Awards Granted that Vest in the Same Year, the Fair Value as of the Vesting Date | 58,879 | — | — | | Plus the change in Fair Value as of the vesting date of Outstanding Equity Awards Granted in Prior Fiscal Years (for which vesting conditions were satisfied) | (683,867) | (806) | (1,520) | | Compensation Actually Paid to our Non-PEO NEOs | 55,329 | 1,548,570 | 944,482 |
2025 Pay Versus Performance Table
(a) The Non-PEO NEOs for each year were as follows: Lance Turner, Johnathan L. Wilks, Robert Willette, Matthew Greenwood, Blaine Wilbanks, Heather Klein in 2023; Lance Turner, Johnathan L. Wilks, Matthew Greenwood in 2024; and Austin Harbour, Johnathan L. Wilks in 2025. (b) In the 2023 Proxy, the amount in this column reflected the aggregate (and not the average) amount of compensation actually paid to the Company’s non-PEO NEOs. The 2023 amount has been updated to reflect the average amount of compensation actually paid to the Company’s non-PEO NEOs, consistent with the calculation principles under Item 402(v) of Regulation S-K. (4) TSR for each fiscal year is calculated based on a fixed $100 investment, assuming reinvestment of dividends, and uses the closing price on the first trading day of the applicable calendar year and the closing price on the last trading day of such year. The 2023 TSR in the Company’s proxy statement for the 2023 fiscal year, was calculated using the IPO date (May 13, 2022) as the beginning price and the year-end 2023 closing price. It has been updated herein to align with the methodology used for all other fiscal years. (5) The dollar amounts reported represent the amount of net income (loss) previously disclosed in the Company’s audited GAAP financial statements for the applicable year, as required by Regulation S-X.
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the “Executive Compensation” above, our executive compensation program reflects a pay-for-performance philosophy that emphasizes long-term equity awards intended to align our executives’ interests with stockholders’ long-term interests. Thus, the value of these awards and, therefore, a large portion of the compensation actually paid to our NEOs is inherently correlated to the Company’s stock price over time. Please refer to the section entitled “Executive Compensation” above for more information about our executive compensation program. Over the three-year period from 2023 to 2025, our Net Income (Loss) declined from 2023 to 2024 and from 2024 to 2025, while our “Compensation Actually Paid” to our PEO and the average “Compensation Actually Paid” to our non-PEO NEOs increased from 2023 to 2024 and decreased from 2024 to 2025. Over the three-year period from 2023 to 2025, our total shareholder return moved in the same direction as our “Compensation Actually Paid” to our PEO and the average “Compensation Actually Paid” to our non-PEO NEOs, with total shareholder return increasing from 2023 to 2024 and decreasing from 2024 to 2025. The cumulative total shareholder return of the Company across the Company’s last three completed fiscal year is $18.18.