DEF 14A of Atlas Energy Solutions Inc.
Filed Mar 28, 2025 · FY20240001140361-25-010959
BOARD NOMINEES
BOARD NOMINEES
BOARD NOMINEES
| Name | Age | Director Since | Principal Occupation | Independent | AC | NCGC | CC | | A. Lance Langford | 62 | 2023 | Chief Executive Officer of Langford Energy Partners I, LLC | X | | X | X | | Mark P. Mills | 72 | 2023 | Senior Fellow at the Manhattan Institute, Faculty Fellow at Northwestern University’s McCormick School of Engineering and Applied Science and Distinguished Senior Fellow at the Texas Public Policy Foundation | X | X | | X | | Douglas G. Rogers | 66 | 2023 | Executive Director and Secretary/Treasurer of The Sealy & Smith Foundation | | | | |
BOARD NOMINEES
AC: Audit Committee NCGC: Nominating & Corporate Governance Committee CC: Compensation Committee
BOARD NOMINEES
| PROXY SUMMARY | i | | ABOUT ATLAS ENERGY SOLUTIONS INC. | 1 | | ABOUT THE ANNUAL MEETING | 3 | | PROPOSAL ONE: ELECTION OF DIRECTORS | 6 | | DIRECTOR NOMINEES | 7 | | INCUMBENT DIRECTORS AND EXECUTIVE OFFICERS | 9 | | CORPORATE GOVERNANCE | 12 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 18 | | DIRECTOR COMPENSATION | 21 | | COMPENSATION DISCUSSION AND ANALYSIS | 23 | | COMPENSATION COMMITTEE REPORT | 31 | | EXECUTIVE COMPENSATION | 32 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 42 | | EQUITY COMPENSATION PLAN INFORMATION | 44 | | PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 45 | | PROPOSAL THREE: VOTE ON THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION | 47 | | AUDIT COMMITTEE REPORT | 48 | | DELINQUENT SECTION 16(a) REPORTS | 49 | | SUBMISSION OF STOCKHOLDER PROPOSALS FOR NEXT YEAR | 50 | | HOUSEHOLDING | 50 | | SOLICITATION OF PROXIES | 50 | | STOCKHOLDER PROXY SOLICITATION FOR SHAREHOLDER DIRECTOR NOMINEES | 51 | | STOCKHOLDER LIST | 51 | | OTHER MATTERS | 51 | | DIRECTIONS TO ANNUAL MEETING | 51 | | ADDITIONAL INFORMATION | 51 | | INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS | 51 |
BOARD NOMINEES
Atlas Energy Solutions Inc.
PROPOSAL ONE: ELECTION OF DIRECTORS
PROPOSAL ONE: ELECTION OF DIRECTORS The Board, upon the recommendation of the Nominating & Corporate Governance Committee, has nominated the following individuals for election as Class II directors of the Company, to serve for three-year terms beginning at the Annual Meeting and expiring at our 2028 Annual Meeting of Stockholders, and until his successor shall have been elected and qualified or until his earlier death, resignation or removal: A. Lance Langford Mark P. Mills Douglas G. Rogers All of the nominees are currently directors of the Company and each of the nominees’ terms are expiring at the Annual Meeting. If Mr. Langford, Mr. Mills and Mr. Rogers are re-elected to the Board, the size of the Board will remain at nine members. Biographical information for each director nominee is contained in the “Directors and Executive Officers” section below. The Board has no reason to believe that its director nominees will be unable or unwilling to serve if elected. If a director nominee becomes unable or unwilling to accept nomination or election, either the number of the Company’s directors will be reduced or the persons acting under the proxy will vote for the election of a substitute nominee that the Board recommends.
DIRECTOR NOMINEES
DIRECTOR NOMINEES The Board has determined that its current composition provides a balanced mix of expertise, including with respect to the energy and logistics sectors, public company management, financial acumen and other expertise and diversity of ideas. The Board believes that each director nominee possesses the leadership, experience, qualifications, attributes and skills to make significant contributions to the Board, our stockholders and the Company as a whole. Additionally, the information detailed below specifies each nominee’s experience, qualifications, attributes and skills the Board considered in concluding that the nominee should serve as a director. There are no family relationships between any of our executive officers or directors.
DIRECTOR NOMINEES
| A. Lance Langford Age: 62 Director Since: 2023 Committee Membership: Compensation Committee and Nominating & Corporate Governance Committee | A. Lance Langford has served as a member of our Board since March 2023 and currently serves on our Compensation Committee and as chair of our Nominating & Corporate Governance Committee. Mr. Langford served on the board of managers of Atlas Sand Company, LLC, the pre-IPO predecessor of the Company (“Atlas LLC”), since 2018, and previously served as a director of Brigham Minerals from August 2020 until its merger with Sitio Royalties in December 2022. Mr. Langford has over 30 years of oil and gas industry experience. He has served as the Chief Executive Officer of Langford Energy Partners I, LLC since 2020. He is also a co-founder and has served as a member of the general partner of Brigham Royalties Fund I, LP since 2023. Previously, he was the Chief Executive Officer, Co-Founder, and director of Luxe Energy LLC and Luxe Minerals LLC from 2015 to 2020. Prior to that, Mr. Langford served as Senior Vice President for Equinor ASA (formerly named Statoil ASA) from 2011 to 2015. From 1995 to 2011, Mr. Langford built and led Brigham Exploration’s engineering, operations, marketing and midstream departments, ultimately serving as Executive Vice President—Operations at the time the company was purchased by Statoil. He started his engineering career with Burlington Resources Inc. from 1987 to 1995. Mr. Langford earned a Bachelor of Science in Petroleum Engineering from Texas Tech University. Relevant Skills and Expertise: Mr. Langford has extensive knowledge and leadership experience in the energy industry, has previously served on public company boards and has a deep familiarity and experience with our predecessor, Atlas LLC. |
DIRECTOR NOMINEES
| Mark P. Mills Age: 72 Director Since: 2023 Committee Membership: Compensation Committee and Audit Committee | Mark P. Mills has served as a member of our Board since March 2023 and currently serves on our Compensation Committee and our Audit Committee. Mr. Mills currently serves as a Distinguished Senior Fellow at the Texas Public Policy Foundation. Mr. Mills has been a senior fellow at the Manhattan Institute, an economics and policy research institute, since 2013, and a faculty fellow at Northwestern University’s McCormick School of Engineering and Applied Science since 2014. He has also served as a strategic non-operating partner with Montrose Lane (an energy-tech venture fund) since 2017, and Chief Executive Officer of Digital Power Capital LLC, a boutique venture fund he co-founded in 2001 (which ceased operation in 2009). Previously, Mr. Mills was chairman and Chief Technology Officer of ICx Technologies, Inc., from 2005 to 2008, aiding in its public offering in 2007. Mr. Mills served in the White House Science Office under President Reagan and subsequently provided science and technology policy counsel to a variety of private-sector firms, the Department of Energy and U.S. research laboratories. Mr. Mills was a technology advisor for Bank of America Securities, Inc. and coauthor of the Huber-Mills Digital Power Report, a tech investment newsletter. Early in his career, Mr. Mills was an experimental physicist and development engineer at Bell Northern Research (Canada’s Bell Labs) and at the RCA David Sarnoff Research Center on microprocessors, fiber optics and missile guidance, earning several patents for his work. In 2016, Mr. Mills was named “Energy Writer of the Year” by the American Energy Society. Mr. Mills holds a degree in physics from Queen’s University, Ontario, Canada. Relevant Skills and Expertise: Mr. Mills has valuable managerial skills, thorough knowledge of the energy and technology industries and a strategic and innovative mindset. |
DIRECTOR NOMINEES
| Douglas G. Rogers Age: 66 Director Since: 2023 Committee Membership: None | Douglas G. Rogers has served as a member of our Board since March 2023. Mr. Rogers served on the board of managers of Atlas LLC since 2018. Since 2015, Mr. Rogers has served as the Executive Director and Secretary/Treasurer of The Sealy & Smith Foundation, a charitable organization that has provided John Sealy Hospital and the University of Texas Medical Branch with over $1 billion in funding in furtherance of its mission to provide healthcare on Galveston Island, Texas. Mr. Rogers is also a member of the board of directors of The Sealy & Smith Foundation. Mr. Rogers holds a Bachelor of Business Administration degree from Texas A&M University. Relevant Skills and Expertise: Mr. Rogers has expertise in capital management and financial strategy resulting from his experience in banking and investments and represents one of our largest stockholders, The Sealy & Smith Foundation. |
INCUMBENT DIRECTORS AND EXECUTIVE OFFICERS
INCUMBENT DIRECTORS AND EXECUTIVE OFFICERS The directors and executive officers of the Company are:
INCUMBENT DIRECTORS AND EXECUTIVE OFFICERS
| Name | Age | Title | | Ben M. “Bud” Brigham | 65 | Executive Chairman and Director | | John Turner | 53 | President and Chief Executive Officer and Director | | Blake McCarthy | 40 | Chief Financial Officer | | Chris Scholla | 41 | Executive Vice President and President, Sand and Logistics | | Dathan C. Voelter | 53 | General Counsel and Secretary | | Gayle Burleson | 59 | Director | | Stacy Hock | 48 | Director | | John Michael “Mike” Howard | 51 | Director | | A. Lance Langford | 62 | Director | | Mark P. Mills | 72 | Director | | Douglas Rogers | 66 | Director | | Robb L. Voyles | 67 | Director |
INCUMBENT DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is biographical information about each of our directors and executive officers. Ben M. “Bud” Brigham—Executive Chairman and Director. Mr. Brigham is our founder and has served as the Executive Chairman of the Board since our inception in 2017, and served as our Chief Executive Officer from August 2022 until March 2024. Mr. Brigham has founded several upstream energy enterprises, including Brigham Exploration Company (“Brigham Exploration”) in 1990, which completed its initial public offering in 1997. Mr. Brigham served as its President, Chief Executive Officer and Chairman of the board of directors until its sale to Statoil ASA (“Statoil”) in December 2011. In 2012, Mr. Brigham founded Anthem Ventures, LLC (“Anthem Ventures”), a family office. In that same year he and others founded Brigham Resources Operating, LLC, which was subsequently sold to Diamondback Energy, Inc. (NASDAQ: FANG) in 2017. In 2012 he also co-founded Brigham Minerals, Inc. (“Brigham Minerals”) to pursue mineral acquisitions in top-tier domestic shale resource plays. Brigham Minerals completed its IPO in 2019, and Mr. Brigham served as its Executive Chairman until its merger with Sitio Royalties Corp. (NYSE: STR) (“Sitio Royalties”) in 2022. In 2017, Mr. Brigham founded Brigham Exploration Company, LLC (the second entity founded by Mr. Brigham with such name) (“Brigham Exploration LLC”), a non-operating company focused on the Permian Basin. BEXP I, LP (“BEXP I”) was initially funded with Mr. Brigham’s capital, with subsequent investments by friends and family and a large institution. In the fourth quarter of 2021, new acreage and working interest acquisitions ceased in BEXP I, and BEXP II, LP commenced acreage and working interest acquisitions, with a larger capitalization including most of the BEXP I participants as well as additional institutions. In 2022, he was a co-founder of Langford Energy Partners LLC, which pursues the acquisition, development and optimization of operated oil and gas properties in top-tier shale resource plays. In 2023, he co-founded Brigham Royalties, a private enterprise pursuing mineral interests primarily in the Permian Basin. Prior to founding Brigham Exploration in 1990, Mr. Brigham served for six years as an exploration geophysicist with Rosewood Resources, Inc., an independent oil and natural gas exploration and production company, and as a seismic data processing geophysicist for Western Geophysical, a provider of 3D seismic services. Mr. Brigham earned a Bachelor of Science in Geophysics from the University of Texas at Austin. Mr. Brigham has served as a member of the National Petroleum Council and The Bureau of Economic Geology Visiting Committee. Mr. Brigham was inducted into the All American Wildcatters in April 2012 and into the Hart Energy Hall of Fame in November 2023. John Turner—President and Chief Executive Officer and Director John Turner has served as our Chief Executive Officer since March 2024, as our President since November 2022 and was appointed to our Board in August 2024. Mr. Turner previously served as our Chief Financial Officer from April 2017 to May 2024. Mr. Turner has over 20 years of oil and natural gas industry experience. Prior to assuming his current role, Mr. Turner worked in various capacities for both public and private entities, with a focus on corporate finance, business development and strategic planning, including as Chief Financial Officer of Brigham Exploration LLC, Chief Financial Officer of Mediterranean Resources, LLC and Vice President of Brigham Exploration. Mr. Turner received a Bachelor of Business Administration and a Master of Business Administration from the McCombs School of Business at the University of Texas at Austin. Blake McCarthy—Chief Financial Officer. Blake McCarthy has served as our Chief Financial Officer since May 2024. Mr. McCarthy is a seasoned executive with more than 15 years of experience serving in various oil and gas finance, investing, and public company roles. Prior to joining the Company, Mr. McCarthy spent seven years serving in various operational and financial roles at NOV, Inc. (NYSE: NOV) (“NOV”), most recently as President of NOV Grant Prideco and Vice President of Corporate Development and Investor Relations. Prior to joining NOV, Mr. McCarthy was a principal investor with Citadel Global Equities, covering the global oil and gas industry with a specific focus on the oilfield services sector. Prior to Citadel, Mr. McCarthy was an investment banker with Simmons & Company International. Mr. McCarthy received an A.B. degree from Princeton University. Chris Scholla—Executive Vice President and President, Sand and Logistics.. Chris Scholla has served as our Executive Vice President and President of Sand and Logistics since February 2025, served as our Chief Operating Officer from August 2024 to February 2025, served as our Chief Supply Chain Officer from November 2022 to August 2024, and served as our Vice President of Supply Chain and Logistics from November 2017 until November 2022. Mr. Scholla is responsible for our end-to-end supply chain operations, as well as customer service and support. Mr. Scholla led our entry into the oilfield logistics market in 2019 and oversees our strategic logistics growth initiatives. Prior to joining us in 2017, Mr. Scholla worked at Hexion Inc. and DuPont de Nemours, Inc. (NYSE: DD) in a number of business strategy, supply chain, procurement and operations roles. Mr. Scholla has over a decade of proppant experience and almost 20 years of global supply chain experience. He holds a bachelor’s degree in Supply Chain & Information Systems from The Pennsylvania State University and a Master of Business Administration with concentrations in operations and finance from the College of William & Mary. He also currently serves on the Board of Directors of the Permian Road Safety Coalition. Dathan C. Voelter—General Counsel and Secretary. Dathan C. Voelter currently serves as our General Counsel and Secretary and served previously as our Deputy General Counsel and Secretary from April 2019 until his promotion to his current role in December 2021. Prior to joining us, Mr. Voelter served as Managing Counsel and Assistant Secretary of Andeavor and its midstream subsidiary, Andeavor Logistics LP, from September 2017 until February 2019, shortly after they were acquired by Marathon Petroleum Corp. (NYSE: MPC). Mr. Voelter also served as Associate General Counsel and Chief Compliance Officer of Itron, Inc. (NASD: ITRI) from 2016 to 2017 and held various executive leadership roles at Freescale Semiconductor Ltd. (NYSE: FSL) including Vice President and Chief Securities, Ethics and Compliance Counsel from 2005 until 2016, shortly after Freescale was acquired by NXP Semiconductors N.V. (NASDAQ: NXPI). Previously, Mr. Voelter was an attorney with Vinson & Elkins L.L.P. and he started his professional career as a public accountant with Coopers & Lybrand, L.L.P. Mr. Voelter received a Bachelor of Business Administration in International Business from the University of Texas at Austin and a Doctor of Jurisprudence summa cum laude from Baylor University School of Law.
INCUMBENT DIRECTORS AND EXECUTIVE OFFICERS
Gayle Burleson—Director. Gayle Burleson has served as a member of our Board since March 2023 and currently serves on our Audit Committee and as chair of our Compensation Committee. Ms. Burleson served as a director of Brigham Minerals from January 2022 until its merger with Sitio Royalties in December 2022, where she currently serves on the board of directors. Ms. Burleson has served as a director for Select Water Solutions, Inc. since 2021, and previously served as a director for privately held Chisholm Energy Holdings, LLC from May 2021 until its acquisition by Earthstone Energy, Inc. (NYSE: ESTE) in February 2022. Ms. Burleson was most recently with Concho Resources Inc. (NYSE: CXO) (“Concho”) as the Senior Vice President of Business Development and Land and held that position from May 2017 until Concho’s acquisition by ConocoPhillips in January 2021. She was employed for 15 years at Concho in various roles and capacities with ever-increasing leadership responsibilities. Prior to joining Concho, Ms. Burleson served in a number of engineering and operations positions with BTA Oil Producers, LLC, Mobil Oil Corporation, Parker & Parsley Petroleum Company and Exxon Corporation. Ms. Burleson received her B.S. in Chemical Engineering from Texas Tech University. Ms. Burleson was appointed to our Board in March 2023 in connection with our initial public offering (our “IPO”) in light of her knowledge of the energy industry. Stacy Hock—Director. Stacy Hock has served as a member of our Board since March 2023 and currently serves on our Nominating & Corporate Governance Committee. Since 2008, Ms. Hock has been a private investor and philanthropist. Ms. Hock served on the board of directors of Brigham Minerals from January 2022 until its merger with Sitio Royalties in December 2022. Since 2015, Ms. Hock has served on the boards of Aminex Therapeutics, a privately held clinical stage drug development company, and the Texas Public Policy Foundation. She has also served for the last ten years on the board of the African Dream Initiative. Since 2016, she has served on multiple boards associated with the University of Texas, including the Blanton Museum of Art National Leadership Board and The University of Texas at Austin McCombs MBA Advisory Board. In 2021, Ms. Hock joined the University of Austin Board of Advisors. In July 2023, Governor Abbott appointed Ms. Hock to serve on the Texas Higher Education Coordinating Board. Ms. Hock previously held senior management positions in the software industry, including IBM’s WebSphere Software Services business. Ms. Hock received her B.S. in Computer Science and Electrical Engineering from the Massachusetts Institute of Technology and her M.B.A from the University of Texas at Austin. Ms. Hock was appointed to our Board in March 2023 in connection with our IPO due to her finance and investment experience as a private investor. John Michael “Mike” Howard—Director. Mike Howard has served as a member of our Board since February 2024 and currently serves on our Nominating & Corporate Governance Committee. Mr. Howard has served as Chairman and Chief Executive Officer of Howard Midstream Energy Partners, LLC (“HEP”), a diverse, multibillion-dollar energy company operating critical energy infrastructure in four states and Mexico, since its founding in 2011. Prior to co-founding HEP in 2011, Mr. Howard was President of Midstream at Energy Transfer Partners (NYSE: ETP and ETE), a Fortune 100 energy company, where his responsibilities encompassed all aspects of the midstream, transportation and storage segments including business development, engineering, operations, contract administration, and compliance for both the regulated and non-regulated businesses. In addition to chairing the HEP Board of Directors, Mike serves on the Board of Directors of Jonah Energy LLC and the Boards of Trustees for the Texas A&M University, Kingsville Foundation, the United Way of Bexar County, and the Witte Museum. Mike received his Bachelor of Science in chemical engineering from Texas A&M University, Kingsville. Mr. Howard was appointed to our Board in February 2024 due to his valuable managerial and financial experience and thorough knowledge of the energy industry.
A. Lance Langford—Director. Please see Mr. Langford’s biography and related information set forth under the section titled “Director Nominees.”
A. Lance Langford—Director. Please see Mr. Langford’s biography and related information set forth under the section titled “Director Nominees.”
Mark P. Mills—Director. Please see Mr. Mills’s biography and related information set forth under the section titled “Director Nominees.”
Mark P. Mills—Director. Please see Mr. Mills’s biography and related information set forth under the section titled “Director Nominees.”
Douglas G. Rogers—Director. Please see Mr. Rogers’s biography and related information set forth under the section titled “Director Nominees.”
Douglas G. Rogers—Director. Please see Mr. Rogers’s biography and related information set forth under the section titled “Director Nominees.” Robb L. Voyles—Director. Robb L. Voyles has served as a member of our Board since March 2023 and currently serves as chair of our Audit Committee. Mr. Voyles has served as a Mediator, Arbitrator and Referee/Special Master with JAMS, the largest private provider of alternative dispute resolution services worldwide since 2021. Mr. Voyles previously served as Executive Vice President, Secretary and Chief Legal Officer at Halliburton from 2014 through 2021, where he led the company’s litigation, commercial law, mergers and acquisitions, intellectual property, labor and employment and ethics and compliance departments. He was also responsible for Halliburton’s corporate governance, directed its enterprise risk management program and guided the company’s sustainability and ESG design, practices and reporting. Mr. Voyles also served as Halliburton’s interim Chief Financial Officer in 2017. Prior to his tenure at Halliburton, Mr. Voyles spent 26 years with Baker Botts L.L.P., where he was a senior partner and the global chair of the litigation department. Mr. Voyles earned a Juris Doctor degree from the University of Michigan Law School and a Bachelor of Business Administration in accounting from the University of Dayton. Mr. Voyles was appointed to our Board in March 2023 in connection with our IPO in light of his experiences in the oil field services industry and with corporate governance and legal matters.
Guidelines for Selecting Director Nominees
Guidelines for Selecting Director Nominees Although the Nominating & Corporate Governance Committee does not maintain a formal list of qualifications, the guidelines for selecting nominees generally provide that persons to be nominated:
Guidelines for Selecting Director Nominees
| • | should have demonstrated notable or significant achievements in business, education or public service; |
Guidelines for Selecting Director Nominees
| • | should possess the requisite intelligence, education and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
Guidelines for Selecting Director Nominees
| • | should have the highest ethical standards, a strong sense of professionalism and an intense dedication to serving the interests of the stockholders. |
Guidelines for Selecting Director Nominees
The Nominating & Corporate Governance Committee considers a number of qualifications relating to management and leadership experience, background, integrity and professionalism in evaluating a person’s candidacy for membership on the Board. The Nominating & Corporate Governance Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific needs of the Board that arise from time to time and also considers the overall experience and makeup of its members to obtain a broad and diverse mix of Board members. The Nominating & Corporate Governance Committee does not consider diversity of the Board when identifying and evaluating director nominees. The Nominating & Corporate Governance Committee does not distinguish among nominees recommended by stockholders and other persons.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our directors play a critical role in guiding the Company’s strategic direction and in overseeing the Company’s management. The many responsibilities and risks and the substantial time commitment of being a director require the Company to provide adequate compensation commensurate with the directors’ workload and opportunity costs. During 2024, directors who were not employees of the Company received annual cash retainers and a restricted stock unit award as set forth below in respect of their service on the Board during 2024. In addition, certain directors opted to receive additional restricted stock unit awards in lieu of the annual cash retainer to which they were entitled. Directors who are employees of the Company do not receive any additional compensation for their service on the Board. Cash Compensation. The following table is a summary of the annual cash retainers that were approved in February 2024 for the non-employee directors to be paid in arrears in quarterly installments. In 2024, non-employee directors received a pro-rated retainer fee based on their roles on the Board and the time period from when they were appointed. Those amounts are disclosed below. We also reimburse directors for fees or expenses incurred in connection with attending meetings. In addition, each of Ms. Burleson, Messrs. Langford and Voyles received an additional $5,000 in cash for service on a Special Acquisition Committee designated by the Board for the limited purpose of the Hi-Crush, Inc. acquisition transaction.
DIRECTOR COMPENSATION
| Compensation Component | Annual Amount ($) | | Non-Employee Director | 75,000 | | Committee Chair | | | Audit Committee | 30,000 | | Compensation Committee | 20,000 | | Nominating & Corporate Governance Committee | 20,000 |
DIRECTOR COMPENSATION
Equity Compensation. Our non-employee director compensation program is intended to include a meaningful element of equity-based compensation awards from the Long Term Incentive Plan (“LTIP”) to align the interests of our directors and our stockholders. Non-employee directors receive an annual award from our LTIP in the form of restricted stock units with a target value equal to $145,000.
2024 Director Compensation Table
2024 Director Compensation Table The following table sets forth information for the year ended December 31, 2024, regarding the compensation awarded to, earned by or paid to the non-employee directors who served on the Board during 2024. Messrs. Brigham and Turner, the Executive Chairman and President and CEO of the Company, respectively, do not receive additional compensation for their service as directors, and therefore, are not included in the Director Compensation table below. All compensation paid to Messrs. Brigham and Turner is reported in the “Summary Compensation Table” under the section titled “Executive Compensation.”
Director Compensation in 2024
Director Compensation in 2024
Director Compensation in 2024
| Director Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Gayle Burleson | 100,000 | 145,000 | 245,000 | | Stacy Hock | 75,000 | 145,000 | 220,000 | | John Michael Howard | 75,000(3) | 145,000 | 220,000 | | A. Lance Langford | 100,000(3) | 145,000 | 245,000 | | Mark P. Mills | 75,000(3) | 145,000 | 220,000 | | Douglas Rogers | 75,000 | 145,000 | 220,000 | | Gregory M. Shepard | 26,875 | — | 26,875 | | Robb L. Voyles | 110,000 | 145,000 | 255,000 |
Director Compensation in 2024
| (1) The amounts in this column reflect the aggregate grant date fair value of stock awards in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 and as reported in Note 12 to the audited financial statements contained in our Annual |
Director Compensation in 2024
Report on Form 10-K for the year ended December 31, 2024, but assuming no forfeitures. For each Director the amount reflected in the Stock Awards column represents restricted stock units (“RSUs”). RSU recipients accrue dividend rights on un-vested RSU awards, which will be remitted to the recipient to the extent that the RSUs vest. Mr. Shepard did not receive an RSU award in 2024 because his term expired at the 2024 annual meeting of stockholders and he was not reelected to the Board at that time.
Director Compensation in 2024
| (2) For each of Mses. Burleson and Hock and Messrs. Rogers and Voyles, there were 6,866 RSUs outstanding as of December 31, 2024. For each of Messrs. Mills and Howard, there were 10,417 RSUs outstanding as of December 31, 2024. Mr. Langford had 11,364 RSUs outstanding as of December 31, 2024. Mr. Shepard’s RSUs vested immediately upon his departure from the Board. |
Director Compensation in 2024
| (3) For each of Messrs. Howard and Mills, $75,000 of their cash retainer was received in the form of an RSU grant. For Mr. Langford, $95,000 of his cash retainer was received in the form of an RSU grant. |
2024 Performance and Compensation Decisions
| • | Awarded long-term incentive (“LTI”) grants to NEOs, delivered as 100% performance-based share units for our Executive Chairman and 50% performance-based share units and 50% time-based restricted stock units for our other NEOs |
2024 Performance and Compensation Decisions
| • | Continued to link performance-based LTI awards to our absolute and relative share price performance, in addition to our delivery of long-term return on capital employed (“ROCE”) |
2024 Performance and Compensation Decisions
| • | Approved NEO annual short-term incentive (“STI”) payouts for 2024 performance equal to 73.3% of target |
2024 Compensation Program Structure
| ATTRACT AND RETAIN TALENT | We target a competitive compensation opportunity to attract, motivate and retain executive talent needed to deliver Atlas’s business objectives. | | PAY FOR PERFORMANCE | Our incentive compensation plans are designed to align executive pay outcomes with Company and individual performance. | | ALIGN EXECUTIVES’ INTERESTS WITH THOSE OF OUR SHAREHOLDERS | Executive compensation is heavily weighted to stock-based incentives to align compensation with the experience and interests of our shareholders. |
2024 Compensation Program Structure
| What We Do | | What We Don’t Do | | | ✔ | Award majority of NEO compensation as long-term compensation or performance-based, at-risk compensation | ✘ | No employment agreements | | ✔ | Cap maximum payout opportunities for short- and long-term incentive compensation at 200% | ✘ | No excessive perquisites | | ✔ | Maintain a clawback policy in the event of a financial restatement | ✘ | No excise tax gross-ups upon a change of control | | ✔ | Engage an independent, external compensation consultant | ✘ | No hedging of Company stock permitted |
(consisting of base salary, short-term incentives and long-term incentives)
(consisting of base salary, short-term incentives and long-term incentives)
Components of Compensation
| Compensation | Component | Period | Description | | | FIXED | Base Salary | Annual | ✔ | Competitive level of fixed compensation based on executive role, experience, and performance | | AT-RISK | Short-term Incentive | Annual | ✔ | Cash-based bonus plan designed to incentivize achievement of critical near-term Company financial, operational, strategic and individual goals | | | Long-term Restricted Stock Units (“RSUs”) | Three-year ratable vest | ✔ | 50% of target LTI for NEOs other than Executive Chairman | | | | | ✔ | Incentivizes long-term executive retention | | | | | ✔ | Creates meaningful ownership of Atlas stock | | | | | ✔ | Realizable value based on Atlas’s share price | | | Long-term Performance Share Units (“PSUs”) | Three-year cliff vest, subject to performance conditions | ✔ | 50% of target LTI for NEOs other than Executive Chairman | | | | | ✔ | 100% of target LTI for Executive Chairman | | | | | ✔ | Incentivizes long-term shareholder value creation | | | | | ✔ | Realizable value based on Atlas’s absolute and relative shareholder return and ROCE performance |
2024 Target Compensation for Named Executive Officers
| • | Executive Chairman: In March 2024, in connection with Mr. Brigham stepping down from the role of Chief Executive Officer and assuming the role of Executive Chairman, Mr. Brigham’s compensation was adjusted. Mr. Brigham’s base salary was reduced from $550,000 to $450,000, and the target long-term incentive opportunity he could receive in the 2024 year was reduced from $5,000,000 to $4,050,000. As Executive Chairman, Mr. Brigham’s target compensation consists only of a base salary and long-term incentive opportunity; he does not participate in the short-term incentive plan. |
2024 Target Compensation for Named Executive Officers
| • | Chief Operating Officer: In connection with his promotion to Chief Operating Officer, Mr. Scholla’s base salary was increased from $420,000 to $450,000. His short-term incentive target was increased from 75% to 100%, and his target long-term incentive opportunity was increased from $1,050,000 to $1,400,000. In addition, Mr. Scholla received a one-time incentive award of 50% RSUs and 50% PSUs valued at $350,000 in the aggregate. The RSUSs vest in three equal installments beginning on the first anniversary of the grant date and the PSUs vest entirely on the third anniversary of the date of grant subject to performance conditions and continued employment. |
2024 Target Compensation for Named Executive Officers
| | Base Salary (As of 12/31/24) | Short-term Incentive Target (% of Salary) | Short-term Incentive Target | Long-term Incentive Target | 2024 Total Target Direct Compensation | | John Turner | $800,000 | 110% | $880,000 | $3,320,000 | $5,000,000 | | Ben Brigham | $450,000 | — | — | $4,050,000 | $4,500,000 | | Blake McCarthy | $450,000 | 100% | $450,000 | $1,400,000 | $2,300,000 | | Chris Scholla | $450,000 | 100% | $450,000 | $1,400,000 | $2,300,000 | | Dathan Voelter | $420,000 | 75% | $315,000 | $1,050,000 | $1,785,000 |
Short-term Incentive Plan
Short-term Incentive Plan Our NEOs are eligible to receive annual bonuses under our Short-term Incentive (“STI”) Plan. Our Executive Chairman does not participate in the STI Plan. Our 2024 STI Plan is based on specific weighted performance metrics. The Compensation Committee’s assessment of achievement relative to those metrics and their qualitative assessment of overall Company and individual performance drives funding of the STI Plan. STI payouts for NEOs are capped at 150% of target for 2024. Our Compensation Committee establishes STI performance metrics that it believes are critical to delivering our near-term goals and long-term strategy of shareholder value creation. Adjusted free cash flow represents the heaviest weighted goal for 2024 at 50% of the total STI scorecard. Twenty percent of the scorecard for 2024 was tied to the on-time and on-budget delivery of the Dune Express, the Company’s overland conveyor infrastructure solution, which was completed and began commissioning in December 2024. The remaining 30% of the 2024 scorecard was allocated to discretionary evaluation where the Committee considers our continued progress against our long-term strategy. The 2024 STI Plan metrics and resulting performance are described below:
Short-term Incentive Plan
| Performance Goal | Goal Weight | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Result | Payout | | Adjusted Free Cash Flow ($MM)(1) | 50% | $270 | $300 | $345 | $251.3 | 23.3%(2) | | Dune Express Timing - On Time | 10% | 2/28/25 | 12/31/24 | 11/1/24 | 12/20/24 | 10% | | Dune Express Construction - On Budget ($MM) | 10% | $450 | $400 | $350 | $396 | 10% | | Discretionary Evaluation | 30% | | — | | 30% | 30% | | Total Weight | 100% | | | | | 73.3% |
Short-term Incentive Plan
| (1) We define Adjusted Free Cash Flow as Adjusted EBITDA less Maintenance Capital Expenditures. We define Adjusted EBITDA as net income before depreciation, depletion and accretion expense, amortization expense of acquired intangible assets, interest expense, income tax expense, stock and unit-based compensation, loss on extinguishment of debt, loss on disposal of assets, insurance recovery (gain), unrealized commodity derivative (gain) loss, other acquisition related costs, and other non-recurring costs. |
Short-term Incentive Plan
| (2) The Compensation Committee approved a Payout for Adjusted Free Cash Flow interpolated based on the target metrics for a percentage below 50%. |
2024 NEO STI Awards
2024 NEO STI Awards
2024 NEO STI Awards
| | Base Salary (as of 12/31/24) | STI Target (% of Salary) | STI Target ($) | Performance Factor (as % of Target) | Actual STI Award Paid for 2024 Performance(1) | | John Turner | $800,000 | 110% | $880,000 | 73.3% | $645,040 | | Blake McCarthy | $450,000 | 100% | $450,000 | 73.3% | $216,888 | | Chris Scholla | $450,000 | 100% | $450,000 | 73.3% | $329,850 | | Dathan C. Voelter | $420,000 | 75% | $315,000 | 73.3% | $230,895 |
2024 NEO STI Awards
| (1) Actual payment to Mr. McCarthy was prorated based on his date of hire. |
2024 NEO STI Awards
Our Executive Chairman, Mr. Brigham, does not participate in the STI Plan.
Long-term Incentive Plan
Long-term Incentive Plan In March 2023, our Board adopted the LTIP for employees, directors and consultants. Our LTIP is designed to align the interests of our participants with those of our shareholders and reward participants for financial performance and increases in the value of our Common Stock over a long-term period. The long-term incentive component of our executive compensation program represents a substantial majority of our NEOs’ compensation, linking a significant portion of NEOs’ compensation to our stock price performance, both on an absolute and relative basis. In 2024, our NEOs’ long-term incentive awards consisted of two vehicles: performance share units (PSUs) and time-based restricted stock units (RSUs). The 2024 long-term incentive mix for our Executive Chairman was awarded as 100% PSUs. Our other NEOs, including our CEO, received 50% PSUs and 50% RSUs.
Performance Share Units - PSUs
Performance Share Units - PSUs Consistent with last year’s design, vesting of the 2024 PSUs is tied to our absolute and relative shareholder return and Return on Capital Employed (“ROCE”) performance. ROCE means (i) income from operations (defined as earnings before interest and tax with adjustment for extraordinary items within the discretion of the board) divided by (ii) capital employed (based on the average of the beginning and ending balances of each calendar year, or a portion of a calendar year). Capital employed equals total assets less accounts payable, income taxes payable, accrued liabilities, and other current liabilities. Seventy-five percent of the PSU award is based on our relative total shareholder return (“TSR”) over the three-year performance cycle as compared to that of our compensation peer group. The payout scale for relative TSR is presented below; this scale requires greater than 50th percentile relative performance to achieve a target (100%) payout. If our absolute shareholder return is negative over the three-year period, the total possible payout for the relative TSR component is capped at 100% of target. The remaining 25% of the PSU award is based on achieving specified ROCE goals over the three-year performance period.
Performance Share Units - PSUs
| | Performance | | | | | Performance Component | Weight | Threshold | Target | Maximum | | Relative Total Shareholder Return | 75% | 30th Percentile | 60th Percentile | 90th Percentile | | Measured relative to compensation peer group | | | | | | Capped at 100% payout if AESI TSR is negative | | | | | | ROCE | 25% | 15% | 20% | 25% | | PSUs earned (% of target) | | 50% | 100% | 200% |
Performance Share Units - PSUs
Achievement between payout levels is determined utilizing linear interpolation. If actual achievement for the performance condition does not meet at least the threshold level, the award will fail to vest, and zero payout will be realized. The maximum PSU payout opportunity is 200% of target.
Restricted Stock Units – RSUs
Restricted Stock Units – RSUs The RSUs vest ratably over three years and are intended to retain our executives and strengthen the alignment of executive officer compensation with the experience of our shareholders. The ultimate value realized by executives from the RSU award depends on the long-term performance of our stock. The 2024 grants of equity-based compensation awards to our NEOs, are presented in the table below.
Restricted Stock Units – RSUs
| | LTIP | PSUs | RSUs | | Ben M. “Bud” Brigham | $4,050,000 | 209,194 | — | | John Turner | $3,320,000 | 85,744 | 85,744 | | Blake McCarthy | $1,400,000 | 30,251 | 58,341 | | Chris Scholla | $1,400,000 | 36,088 | 36,088 | | Dathan C. Voelter | $1,050,000 | 27,118 | 27,118 |
Restricted Stock Units – RSUs
The equity-based compensation awards granted to Messrs. Brigham, Turner and Voelter were made on March 22, 2024. Mr. McCarthy’s award above was made on May 15, 2024, and includes 30,251 RSUs and 30,251 PSUs, and also includes an inducement grant of RSUs with a grant date value of $650,000 which will vest over three years. Mr. Scholla received a grant of 27,118 RSUs and 27,118 PSUs on March 22, 2024. He also received a one-time special incentive grant of 8,970 RSUs and 8,970 PSUs on August 12, 2024, with a grant date value of $350,000 which will vest over three years.
Process for Determining Compensation
Process for Determining Compensation The Compensation Committee oversees compensation for our NEOs and other senior executives, including base salary and short-term and long-term incentive awards, as applicable. The Compensation Committee considers input from our then-current CEO in making determinations regarding our executive compensation program and the compensation of each executive officer, other than our CEO. The Compensation Committee makes the final decisions regarding NEO compensation. For 2024, the Compensation Committee engaged Meridian Compensation Partners LLC (“Meridian”) as its independent compensation consultant. Meridian reports to the Compensation Committee, and the Compensation Committee determines the scope of Meridian’s engagement. Meridian provided advice, relevant market and peer group data, current trends and practices and other input related to executive and director compensation to the Compensation Committee and the Board in structuring our 2024 compensation program. The information provided by Meridian was utilized by the Compensation Committee in making decisions regarding executive and director compensation. The Compensation Committee has evaluated the independence of Meridian based on the SEC’s independence factors and has concluded that Meridian is independent and that there are no conflicts of interest associated with Meridian’s engagement. To understand the competitive landscape, the Compensation Committee benchmarks Atlas’s compensation design and pay levels to compensation data for similarly situated executive officers at peer companies. The Compensation Committee selects peer companies based on their industry and company size as defined by enterprise value (primary factor), market capitalization (“market cap”), assets and revenue. The Compensation Committee developed a peer group for 2024 compensation decisions with the assistance of Meridian. The Compensation Committee approved the following peer group of companies to evaluate 2024 compensation:
2024 Peer Group
2024 Peer Group
2024 Peer Group
| Cactus, Inc. | Helmerich & Payne, Inc. | Select Water Solutions, Inc. | | ChampionX Corporation | Liberty Energy Inc. | Solaris Oilfield Infrastructure, Inc. | | Core Laboratories Inc. | Oil States International, Inc. | U.S. Silica Holdings, Inc. | | Dril-Quip, Inc. | Patterson-UTI Energy, Inc. | | | Expro Group Holdings N.V. | ProPetro Holding Corp. | |
2024 Peer Group
As shown below, as of July 2024, Atlas was positioned above the median of the peer group for key measures of financial size (enterprise value, market capitalization and total assets).
2024 Peer Group
| | Enterprise Value (MM)(a) | Market Cap (MM)(a) | Total Assets (MM)(a) | | Atlas Energy Solutions Inc. | $2,650 | $2,333 | $1,982 | | Relative Percentile Rank Position | 60th percentile | 59th percentile | 60th percentile |
2024 Peer Group
| (a) Enterprise Value and Market Cap measured as of July 31, 2024; Total Assets reflects most recently reported value as of July 31, 2024. |
Summary Compensation Table
Summary Compensation Table The following table sets forth the aggregate compensation earned by our NEOs for the fiscal years ended December 31, 2024, 2023 and 2022, to the extent that they were NEOs for the applicable year.
Summary Compensation Table
| Name | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Compensation ($)(4) | All Other Compensation ($) | Total ($) | | Ben M. “Bud” Brigham Executive Chairman | 2024 | 469,231 | 0 | 6,290,464 | 0 | 0 | 6,759,695 | | | 2023 | 497,692 | 0 | 5,608,333 | 0 | 0 | 6,106,025 | | | 2022 | 0 | 0 | 0 | 0 | 0 | 0 | | John Turner(3) Chief Executive Officer, President and Chief Financial Officer | 2024 | 751,923 | 645,040 | 4,496,415 | 0 | 11,611 | 5,904,989 | | | 2023 | 515,385 | 611,350 | 1,658,250 | 0 | 0 | 2,784,985 | | | 2022 | 393,847 | 490,000 | 0 | 0 | 0 | 883,847 | | Blake McCarthy(4) Chief Financial Officer | 2024 | 287,308 | 216,888 | 2,284,291 | 0 | 258,001 | 3,046,488 | | Chris Scholla(5) Chief Operating Officer | 2024 | 428,846 | 329,850 | 1,822,309 | 0 | 17,387 | 2,598,392 | | Dathan C. Voelter(6) General Counsel, Secretary and Chief Compliance Officer | 2024 | 416,154 | 230,895 | 1,422,068 | 0 | 76,748 | 2,145,865 | | | 2023 | 390,385 | 317,100 | 5,560,628 | 0 | 9,900 | 6,278,013 |
Summary Compensation Table
| (1) The bonuses disclosed in this column reflect discretionary amounts that were earned by the applicable NEOs during the 2024, 2023 or 2022 calendar year, as applicable, whether or not paid in such calendar year. |
Summary Compensation Table
| (2) The amounts in this column reflect the aggregate grant date fair value of stock awards in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 and as reported in Note 12 to the audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024, but assuming no forfeitures. For each NEO the amount reflected in the Stock Awards column represents a combination of restricted stock units (“RSUs”) and performance share units (“PSUs”). RSU and PSU recipients accrue dividend rights on un-vested RSU and PSU awards, which will be remitted to the recipient to the extent that the RSUs or PSUs vest. Please refer to the table below for the value of the RSUs and PSUs granted to each of our NEOs in 2024. Values for the PSUs within the table above reflect the probable outcome as of the date of grant, which is not the maximum value achievable. The table below also includes the maximum PSU values achievable as of the date of grant. |
Summary Compensation Table
| Name | RSUs ($) | PSUs (Probable Value) ($) | PSUs (Maximum Value) ($) | | Ben M. “Bud” Brigham | 0 | 6,290,464 | 12,580,928 | | Blake McCarthy | 1,346,510 | 937,781 | 1,875,562 | | Chris Scholla | 784,774 | 1,037,535 | 2,075,070 | | John Turner | 1,918,093 | 2,578,322 | 5,156,644 | | Dathan C. Voelter | 606,630 | 815,438 | 1,630,876 |
Summary Compensation Table
| (3) The amount reflected in the All Other Compensation column consists of dividend equivalent rights paid to Mr. Turner upon the vesting of RSUs under the terms of the award agreement. |
Summary Compensation Table
| (4) The amount reflected in the All Other Compensation column consists of the Company’s matching contributions of $7,788 to Mr. McCarthy’s 401(k) plan account 2024 and $250,213 in payments and reimbursements for moving expenses. |
Summary Compensation Table
| (5) The amount reflected in the All Other Compensation column consists of the Company’s matching contributions of $10,350 to Mr. Scholla’s 401(k) plan account in 2024 and $7,037 in dividend equivalent rights paid to Mr. Scholla upon the vesting of RSUs under the terms of the award agreement. |
Summary Compensation Table
| (6) The amount reflected in the All Other Compensation column consists of the Company’s matching contributions of $9,900 and $10,350 to Mr. Voelter’s 401(k) plan account in 2023 and 2024, respectively. The amount in All Other Compensation column for 2024 also includes $66,398 in dividend equivalent rights paid to Mr. Voelter upon the vesting of RSUs under the terms of the award agreements. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides information regarding RSUs and PSUs granted to NEOs during the fiscal year ended December 31, 2024.
Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock (#) (3) | Grant Date Fair Value of Stock and Option Awards ($) (l) (4) | | Name (a) | Grant Date (b) | Date of Compensation Committee Approval (1) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | Ben M. “Bud” Brigham | 3/22/24 | 3/21/24 | | | | 104,597 | 209,194 | 418,388 | | 6,290,464 | | John Turner | 3/22/24 | 3/21/24 | | | | | | | 85,744 | 1,918,093 | | | 3/22/24 | 3/21/24 | | | | 42,872 | 85,744 | 171,48 | 0 | 2,578,322 | | Blake McCarthy | 5/15/24 | 4/27/24 | | | | | | | 28,090 | 648,317 | | | 5/15/24 | 4/27/24 | | | | | | | 30,251 | 698,193 | | | 5/15/24 | 4/27/24 | | | | 15,126 | 30,251 | 60,502 | | 937,781 | | Chris Scholla | 3/22/24 | 3/21/24 | | | | | | | 27,118 | 606,630 | | | 3/22/24 | 3/21/24 | | | | 13,559 | 27,118 | 54,236 | | 815,438 | | | 8/12/24 | 8/1/24 | | | | | | | 8,970 | 178,144 | | | 8/12/24 | 8/1/24 | | | | 4,485 | 8,970 | 17,940 | 0 | 222,097 | | Dathan C. Voelter | 3/22/24 | 3/21/24 | | | | | | | 27,118 | 606,630 | | | 3/22/24 | 3/21/24 | | | | 13,559 | 27,118 | 54,236 | | 815,438 |
Grants of Plan-Based Awards
| (1) Our Compensation Committee specifies the grant date in their approval of equity awards granted. Grant dates may be different than approval dates for various reasons including but not limited to coordinating the granting and vesting of awards to occur in an open trading window and to allow grants for a new hire to occur after the executive has begun work. |
Grants of Plan-Based Awards
| (2) These amounts represent the threshold, target and maximum number of PSUs that may become earned pursuant to the PSUs granted to the NEOs during the 2024 Fiscal Year. The number of PSUs which ultimately become earned is based on our return on capital employed and our TSR over the three-year performance cycle as compared to that of our peer group, subject to those NEO’s continued employment. |
Grants of Plan-Based Awards
| (3) These amounts represent RSUs granted to the NEOs during the 2024 Fiscal Year with those granted on March 22, 2024 vesting as to one-third on each of March 22, 2025, March 22, 2026 and March 22, 2027, and those granted on May 15, 2024 vesting as to one-third on each of May 15, 2025, May 15, 2026 and May 15, 2027, in each case, subject to the NEO’s continued employment. |
Grants of Plan-Based Awards
| (4) These amounts represent the aggregate grant date fair value of PSUs and RSUs granted during the 2024 Fiscal Year to the NEOs, calculated in accordance with FASB ASC Topic 718. |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table reflects information regarding outstanding equity-based awards held by our NEOs as of December 31, 2024. All awards reflected below are governed by the LTIP.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | | Stock Awards | | | | | Name | Grant Date | Number of Units That Have Not Vested (#) | Market Value of Units That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Unit or Other Rights That Have Not Vested ($)(3) | | Ben M. “Bud” Brigham | 03/22/2024(4) | — | — | 418,388 | 9,279,845.84 | | | 03/13/2023(4) | — | — | 555,556 | 12,322,232.08 | | Blake McCarthy | 05/15/2024(1) | 30,251 | 670,967.18 | — | — | | | 05/15/2024(2) | 28,090 | 623,036.20 | — | — | | | 05/15/2024(4) | — | — | 60,502 | 1,341,934.36 | | Chris Scholla | 08/12/2024(2) | 8,970 | 198,954.60 | — | — | | | 08/12/2024(4)(5) | — | — | 17,940 | 397,909.20 | | | 03/22/2024(1) | 27,118 | 601,477.24 | — | — | | | 03/22/2024(4) | — | — | 54,236 | 1,202,954.48 | | | 03/13/2023(1) | 18,519 | 410,751.42 | — | — | | | 03/13/2023(4) | — | — | 55,556 | 1,232,232.08 | | John Turner | 03/22/2024(1) | 85,744 | 1,901,801.92 | — | — | | | 03/22/2024(4) | — | — | 171,488 | 3,803,603.84 | | | 03/13/2023(1) | 30,556 | 677,732.08 | — | — | | | 03/13/2023(4) | — | — | 91,666 | 2,033,151.88 | | Dathan C. Voelter | 03/22/2024(1) | 27,118 | 601,477.24 | — | — | | | 03/22/2024(4) | — | — | 54,236 | 1,202,954.48 | | | 10/04/2023(2) | 138,049 | 3,061,926.82 | — | — | | | 03/13/2023(1) | 18,519 | 410,751.42 | — | — | | | 03/13/2023(4) | — | — | 55,556 | 1,232,232.08 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (1) The 2024 annual RSU awards vest ratably on the first, second, and third anniversaries of the date of grant. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (2) Represents a special, one-time award which vests ratably on the first, second, and third anniversaries of the date of grant. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (3) Market value is determined by multiplying the number of shares reported by $22.18, the closing price of our Common Stock on December 31, 2024. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (4) In accordance with the SEC rules, the number of shares presented in this row reflects a payout percentage of 200%; provided, however, that depending on performance, the actual number of PSUs earned may be less than this amount. All PSUs vest over a three year performance period, beginning with the year of grant. Acceleration provisions are described in further detail within the Potential Payments Upon a Change in Control or Termination section below. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (5) Represents a special, one-time award which vests ratably on the first, second, and third anniversaries of the date of grant. |
Stock Vested
Stock Vested The following table provides information for our NEOs on the number of shares acquired upon the vesting of stock awards and the value realized during 2024, in each case before payment of any applicable taxes.
Stock Vested
| | Stock Awards(1) | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Ben M. “Bud” Brigham | — | — | | Blake McCarthy | — | — | | Chris Scholla | 9,259 | 198,235.19 | | John Turner | 15,277 | 327,080.57 | | Dathan C. Voelter | 78,284 | 1,765,792.94 |
Stock Vested
| (1) Reflects shares received pursuant to RSU awards under the LTIP for grants made in 2023 to each NEO. The value realized upon vesting of these awards represents the aggregate dollar amount realized by the NEO upon vesting computed by multiplying the number of shares of stock by the closing price of the underlying shares on the applicable vesting date. |
Potential Payments upon a Change of Control or Termination
Potential Payments upon a Change of Control or Termination We do not maintain employment agreements with our NEOs. We adopted our Management Change in Control Severance Plan (the “Severance Plan”) during the first half of 2023 to provide for severance pay and benefits to our NEOs (each, a “Manager”) upon a termination due to our termination of the participant without cause or by the employee for good reason (collectively, a “Qualifying Termination”) or a termination due to death or disability, and to attract and retain talent in the event of any change in control. The Severance Plan generally defines a change in control as (i) an acquisition of 50% or more of our then-outstanding shares or the combined voting power of our then-outstanding voting securities, (ii) individuals who constitute the Board cease for any reason to constitute at least a majority of the Board, excluding any director whose election or nomination was approved by a vote of at least a two-thirds of the then current directors unless such approval occurs as a result of an actual or threatened election contest, (iii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of our assets or an acquisition of assets of another entity, unless certain securities ownership percentages remain unchanged following the event, or (iv) approval by our stockholders of our complete liquidation or dissolution. Non-Change in Control Termination. Upon a Qualifying Termination of a Manager, outside of the period of time beginning six months prior to the occurrence of a change in control and lasting through the 18-month anniversary of the occurrence of the change in control (the “Covered Period”) or a termination due to death or disability (collectively, a “Non-CIC Termination”), so long as the Manager satisfies the conditions to payment of severance benefits described below, the Manager will be entitled to receive the following severance benefits: (i) a lump sum cash severance payment calculated by multiplying the Manager’s individual severance multiplier (described below) by the aggregate amount of the Manager’s base salary and target cash bonus amount for the year in which the applicable termination occurs; (ii) a lump-sum cash payment equal to the pro-rated amount of the Manager’s target cash bonus award set for the year in which the applicable termination occurs, pro-rated on a daily basis for the applicable calendar year; (iii) subject to the Manager’s timely election of continuation coverage pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), a lump sum equal to the employer portion of continued coverage for 18 months following the separation date for the Manager and the Manager’s spouse and eligible dependents under our health plans; and (iv) payment or reimbursement, as applicable, of (x) earned but unpaid base salary as of the date of the applicable termination; (y) all incurred but unreimbursed expenses for which the Manager is entitled to reimbursement; and (z) benefits to which the Manager is entitled under the terms of any of our applicable benefit plans or programs (collectively, the “Accrued Benefits”). Change in Control Termination. Upon a Qualifying Termination of a Manager during the Covered Period (a “CIC Termination”), so long as the Manager satisfies the conditions to payment of severance benefits described below, the Manager will be entitled to receive the following severance benefits: (i) a lump sum cash severance payment calculated by multiplying the Manager’s individual severance multiplier by the aggregate amount of the Manager’s base salary and target cash bonus amount for the year in which the applicable Qualifying Termination occurs; (ii) a lump-sum cash payment equal to the amount of the Manager’s target cash bonus award set for the year in which the applicable Qualifying Termination occurs; (iii) subject to the Manager’s timely election of continuation coverage pursuant to COBRA, a lump sum equal to the employer portion of continued coverage for 24 months following the separation date for the Manager and the Manager’s spouse and eligible dependents under our health plans; and (iv) the Accrued Benefits. Severance Conditions. Each Manager will receive an individual participation agreement that contains that Manager’s terms of eligibility and any provisions that may be applicable to the Manager in addition to or as modification of the terms of the Severance Plan, including an individualized severance multiplier that will be applicable for calculating the lump sum cash payments described above. As of December 31, 2024, the individual severance multipliers for the NEOs were, with respect to any Non-CIC Termination, 2X for each of Bud Brigham and John Turner, and 1.5X for each of Blake McCarthy, Chris Scholla and Dathan C. Voelter and, with respect to any CIC Termination, 3X for each of Ben M. “Bud” Brigham and John Turner, and 2X for each of Blake McCarthy, Chris Scholla and Dathan C. Voelter. Payment of the severance benefits under the Severance Plan is subject to a Manager’s execution and non-revocation of a general release of claims and the Manager’s continued compliance with the terms of the Severance Plan, including, but not limited to, the restrictive covenant obligations set forth therein. Equity Awards. Our equity award agreements provide for certain protections upon different change in control and termination scenarios. RSUs. RSUs accelerate and become fully vested upon a change in control, upon a termination of employment due to death or disability or and upon a Qualifying Termination. PSUs. If the participant’s employment is terminated other than because of a Qualifying Termination or due to death or disability, then the participant’s PSUs are automatically forfeited without payment upon such termination. If, prior to the end of the performance period, the participant is terminated by reason of a Qualifying Termination, then the participant is deemed to have satisfied all service-based employment requirements on a pro-rata basis; if the participant’s termination is due to a death or disability prior to the end of the performance period, then the participant is deemed to have satisfied all service-based employment requirements in full. With respect to a termination due to a Qualifying Termination, a death or a disability within the first two years of the performance period, all performance-based vesting conditions will be deemed to be met at 100% and the resulting vested PSUs will be settled within a 30-day period following the termination. If the participant’s employment is terminated due to a Qualifying Termination or death or disability during the third calendar year of the performance period, then the PSUs will continue to be subject to the performance goals for the remainder of the performance period and performance will be deemed to be met at the actual performance level satisfied at the end of the performance period. In the event of a change in control during the performance period, any PSUs determined to become vested PSUs are payable to the participant in connection with that event. The Compensation Committee will determine the actual performance levels achieved as of the date of such change in control, if determinable, and all service-based requirements will be deemed to be satisfied. The following tables reflect amounts that would have been received by each of the NEOs pursuant to our LTIP, and/or our Severance Plan in the event there was a Change in Control or a qualifying termination event that occurred on December 31, 2024, as applicable. The amounts reported below assume that the price per share of our Common Stock was $22.18, which was the closing price per share of our Common Stock on December 31, 2024 (the last trading day of fiscal year 2024).
2024 Potential Payments Upon Termination or Change-In-Control
2024 Potential Payments Upon Termination or Change-In-Control The following tables include payments to be made as of December 31, 2024 upon a Qualifying Termination without a Change in Control and a Qualifying Termination with a Change in Control. Termination due to death or disability is treated the same as a Qualifying Termination without a Change in Control.
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed fiscal years since we became public. We completed our IPO on March 8, 2023, therefore the information for the 2023 year relates solely to the period of time in which we were publicly trading our securities. The table below summarizes compensation values both previously reported in our Summary Compensation Table (SCT), as well as the adjusted values required in this section for the applicable years such as Compensation Actually Paid (CAP). Note that for our NEOs other than our CEO, compensation is reported as an average.
Pay Versus Performance
| Year | SCT Total for PEO1(1)($) | SCT Total for PEO2(1) ($) | CAP to PEO1(1)(2) ($) | CAP to PEO2(1)(2) ($) | Average SCT Total for Non-PEO NEOs(1) ($) | Average CAP to Non-PEO NEOs(1)(2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($)(MM) | Adjusted Free Cash Flow(4) ($)(MM) | | | | | | | | | Company TSR ($) | Peer Group TSR(3) ($) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 6,759,695 | 5,904,989 | 10,141,460 | 6,362,061 | 2,596,915 | 3,530,113 | 123.22 | 85.53 | 59,944 | 251,340 | | 2023 | 6,106,025 | n/a | 6,712,280 | n/a | 4,531,499 | 4,674,888 | 95.57 | 96.83 | 226,493 | 291,131 |
Pay Versus Performance
| (1) The principal executive officer (“PEO”) and the non-PEO NEOs for each year are as follows: |
Pay Versus Performance
| a. | 2024: Our PEO1 was Mr. Brigham for a portion of the year and PEO2 was Mr. Turner for a portion of the year. The non-PEO NEOs were Messrs. McCarthy, Scholla and Voelter. |
Pay Versus Performance
| b. | 2023: Our PEO1 was Mr. Brigham for the entire year and our non-PEO NEOs were Mr. Turner and Mr. Voelter. |
Pay Versus Performance
| (2) See the tables below for a reconciliation of SCT Compensation and CAP. |
Pay Versus Performance
| (3) The Peer Group TSR is calculated based on the PHLX Oil Service Index, which is the same index peer group that we have used in our performance graph pursuant to Item 201(e) of Regulation S-K. |
Pay Versus Performance
| (4) Adjusted Free Cash Flow is defined as Adjusted EBITDA less Maintenance Capital Expenditures. We define Adjusted EBITDA as net income before depreciation, depletion and accretion expense, amortization expense of acquired intangible assets, interest expense, income tax expense, stock and unit-based compensation, loss on extinguishment of debt, loss on disposal of assets, insurance recovery (gain), unrealized commodity derivative (gain) loss, other acquisition related costs, and other non-recurring costs. |
Pay Versus Performance
| | PEO1 2023 ($) | PEO1 2024 ($) | PEO2 2024 ($) | | PEO Summary Compensation Table Totals | 6,106,025 | 6,759,695 | 5,904,989 | | Add (Subtract): | | | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (5,608,333) | (6,290,464) | (4,496,415) | | Fair value at year end of equity awards granted during the year | 6,214,588 | 5,064,587 | 3,977,664 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | 0 | 4,607,643 | 911,813 | | Change in fair value of equity awards granted in prior years that vested during the year | 0 | 0 | 64,011 | | Equity awards granted in prior years that were forfeited during the year | 0 | 0 | 0 | | Dividends or other earnings paid on equity awards during the year(1) | 0 | 0 | 0 | | Total Equity Award Related Adjustments | 606,255 | 3,381,766 | 457,073 | | Compensation Actually Paid Totals | 6,712,280 | 10,141,460 | 6,362,061 |
Pay Versus Performance
| (1) Dividend equivalent rights are paid upon vesting of the applicable award and are included in “Other Compensation” in the Summary Compensation Table. |
Pay Versus Performance
| | 2023 ($) | 2024 ($) | | Non-PEO NEOs Summary Compensation Table Totals | 4,531,499 | 2,596,915 | | Add (Subtract): | | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (3,609,439) | (1,842,890) | | Fair value at year end of equity awards granted during the year | 3,752,828 | 1,652,835 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | 0 | 894,983 | | Change in fair value of equity awards granted in prior years that vested during the year | 0 | 228,269 | | Equity awards granted in prior years that were forfeited during the year | 0 | 0 | | Dividends or other earnings paid on equity awards during the year(1) | 0 | 0 | | Total Equity Award Related Adjustments | 143,389 | 933,918 | | Average Compensation Actually Paid Totals | 4,674,888 | 3,530,113 |
Pay Versus Performance
| (1) Dividend equivalent rights are paid upon vesting of the applicable award and are included in “Other Compensation” in the Summary Compensation Table. |
Narrative to Pay Versus Performance Table
Narrative to Pay Versus Performance Table This is the first year that we are required to provide the Pay Versus Performance Section. Because we completed our initial public offering in March 2023, we are only including 2023 and 2024 in the analysis above. In addition, Mr. Brigham served as our PEO for all of 2023 while Mr. Brigham served as our PEO until the promotion of Mr. Turner to PEO in March 2024. Because of this, both Messrs. Brigham and Turner are shown as our PEO for 2024. Because we were an emerging growth company in 2023, we had two non-PEO NEOs consisting of Messrs. Turner and Voelter. At the end of 2024, we transitioned out of emerging growth company status and added two more NEOs. In 2024, our non-PEO NEOs consisted of Messrs. McCarthy, Scholla and Voelter.
STOCKHOLDER PROXY SOLICITATION FOR SHAREHOLDER DIRECTOR NOMINEES
STOCKHOLDER PROXY SOLICITATION FOR SHAREHOLDER DIRECTOR NOMINEES Any stockholder who intends to solicit proxies in support of any director nominees must comply with the content requirements of SEC Rule 14a-19 (the SEC’s universal proxy rule) at the time it complies with the earlier deadlines in the Company’s advance notice provisions of its bylaws. Thus, if a stockholder intends to solicit proxies in support of any director nominees submitted under the advance notice provisions of the Company’s bylaws for our 2026 Annual Meeting, then such stockholder must also provide proper written notice that sets forth all the information required by SEC Rule 14a-19 to the address shown previously in this section so that it is received no earlier than January 8, 2026, and no later than February 7, 2026; provided, however, that if our 2026 Annual Meeting is called for a date that is more than 30 days before or more than 60 days after the first anniversary date of this year’s Annual Meeting, to be properly brought, timely notice by the stockholder must be so delivered not earlier than the close of business on the 10th day following the day on which public announcement of the date of our 2026 Annual Meeting is first made by the Company.