DEF 14A of Solaris Energy Infrastructure, Inc.
Filed Apr 4, 2025 · FY20240001140361-25-012376
ELECTION OF DIRECTORS (PROPOSAL NO. 1)
ELECTION OF DIRECTORS (PROPOSAL NO. 1) Nominees. The three Class II Directors are to be elected at the Annual Meeting. Our directors are divided into three classes serving staggered three-year terms. Class I, Class II and Class III directors serve until our Annual Meetings of Stockholders in 2027, 2028 (if elected at the Annual Meeting) and 2026, respectively. Messrs. Burke, Parker and Yzaguirre and Ms. Argo are assigned to Class I. Messrs. Keenan and Walker and Ms. Durrett are assigned to Class II and are standing for election at the Annual Meeting. Messrs. Giesinger, Teague and Zartler are assigned to Class III. At each annual meeting of stockholders, directors will be elected to succeed the class of directors whose terms have expired. This classification of our Board could have the effect of increasing the length of time necessary to change the composition of a majority of the Board. In general, at least two annual meetings of stockholders will be necessary for stockholders to effect a change in a majority of the members of the Board. Each Director elected to the Board will hold office until his or her term expires or until his or her successor has been elected and qualified. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the three Class II nominees named below, each of whom is presently a Director of the Company. In the event any of the nominees are unable or decline to serve as a Director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the present Board to fill the vacancy, unless the size of the Board is reduced. The proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. It is not expected that any nominee will be unable or will decline to serve as a Director. Biographical information regarding each nominee and each other Director is set forth below, as well as a summary of the experiences, qualifications, attributes or skills that caused the Nominating and Governance Committee and the Board to determine that each should serve as a Director of the Company. Each Director’s experience and understanding is evaluated in determining the overall composition of the Board. On January 30, 2025, the Board increased the size of the Board from nine (9) directors to ten (10) directors, and in connection therewith appointed M. Max Yzaguirre as a Class I director, with a term expiring at the 2027 annual meeting of stockholders, until he is either reelected or his successor is elected and qualified, or until his earlier death, resignation or removal, to fill the newly created vacancy.
ELECTION OF DIRECTORS (PROPOSAL NO. 1)
| Name (Age) | Business Experience During Past 5 Years and Other Information | Director Since | Director Class | | William A. Zartler (59) | William A. Zartler is our Chairman and has served as a member of the Board since February 2017 and a manager of our predecessor since October 2014. Mr. Zartler was also appointed Chief Executive Officer by the Board in July 2018. Mr. Zartler founded Loadcraft Site Services, LLC and served as its Executive Chairman from February 2014 to September 2014. Mr. Zartler served as our predecessor’s Chief Executive Officer and Chairman from October 2014 through our IPO in May 2017. Mr. Zartler also currently serves as Executive Chairman of Aris Water Solutions, Inc. (“ARIS”) (NYSE: ARIS), a role he has held since its initial public offering in October 2021, and previously served as Chairman and Chief Executive Officer of the predecessor to ARIS from its inception in 2014 through its initial public offering in October 2021. Mr. Zartler has extensive experience in both energy industry investing and managing growth businesses. Prior to founding our predecessor, in January 2013 Mr. Zartler founded Solaris Energy Capital, LLC, a private investment firm focused on investing in and managing emerging, high growth potential businesses primarily in midstream energy and oilfield services, including Solaris LLC, and Mr. Zartler continues to serve as the sole member and manager of Solaris Energy Capital, LLC, a related party of the Company. Prior to founding Solaris Energy Capital, LLC, Mr. Zartler was a founder and Managing Partner of Denham Capital Management (“Denham”), a $7 billion global energy and commodities private equity firm, from its inception in 2004 to January 2013. Mr. Zartler led Denham’s global investing activity in the midstream and oilfield services sectors and served on the firm’s Investment and Executive Committees. Previously, Mr. Zartler held the role of Senior Vice President and General Manager at Dynegy Inc., building and managing the natural gas liquids business. | 2017 | Class III |
ELECTION OF DIRECTORS (PROPOSAL NO. 1)
| Name (Age) | Business Experience During Past 5 Years and Other Information | Director Since | Director Class | | | Mr. Zartler also served as a director of the general partner of NGL Partners LP (NYSE: NGL) from its inception in September 2012 to August 2013. Mr. Zartler began his career at Dow Hydrocarbons and Resources. Mr. Zartler received a Bachelor of Science in Mechanical Engineering from the University of Texas at Austin and a Master of Business Administration from Texas A&M University. Mr. Zartler serves on the Engineering Advisory Board of the Cockrell School of Engineering at the University of Texas at Austin. We believe that Mr. Zartler’s industry experience and deep knowledge of our business makes him well suited to serve as a member of the Board. | | | | Laurie H. Argo (53) | Laurie H. Argo has served as a member of the Board since March 2022 and currently serves as a member of our Audit Committee and as Chairperson of our Nominating and Governance Committee. Since January 1, 2023, Ms. additionally currently serves on the board of directors of the general partner of Viper Energy, Inc. (NASDAQ: VNOM). Previously, Ms. Argo served on the board of the general partner of Rattler Midstream LP (f/k/a NASDAQ: RTLR) (“Rattler”) where she served as a member on both the Audit and Conflicts Committees, from May 2019 until August 2023, at which time Rattler was acquired by Diamondback Energy, Inc (NASDAQ: FANG). From August 2018 through June 2021, Ms. Argo served as a director on the board of EVRAZ plc, a multinational, vertically integrated steel making and mining company and was a member of both its Audit and Remuneration Committees. Since October 2017, Ms. Argo has performed consulting services for clients within the energy industry. From January 2015 until September 2017, Ms. Argo served as Senior Vice President of Enterprise Products Holdings LLC, the general partner of Enterprise Products Partners L.P. (NYSE: EPD) (“Enterprise LP”), a midstream natural gas and crude oil pipeline company. From October 2014 to February 2015, Ms. Argo served as President and Chief Executive Officer of OTLP GP, LLC, the general partner of Oiltanking Partners, L.P., an affiliate of Enterprise LP. From January 2014 to January 2015, Ms. Argo was Vice President, NGL Fractionation, Storage and Unregulated Pipelines of Enterprise LP. From 2005 to January 2014, Mr. Argo held various positions in the NGL and Natural Gas Processing businesses for Enterprise LP, where her responsibilities included the commercial and financial management of four joint venture companies. From 2001 to 2004, Ms. Argo worked for San Diego Gas and Electric Company in San Diego, California and PG&E Gas Transmission, a subsidiary of PG&E Corporation (NYSE: PCG), in Houston, Texas from 1997 to 2000. Ms. Argo earned an Masters of Business Administration from National University in La Jolla, California and graduated from St. Edward’s University in Austin, Texas with a degree in accounting. Ms. Argo has over 25 years of experience in the energy industry and maintains multiple organizational memberships including the National Association of Corporate Directors (“NACD”). Ms. Argo has broad knowledge of the energy industry and significant financial and accounting experience as a director on the boards and committees of numerous companies, including audit committees of numerous public companies. We believe her skills and experience qualify her to serve as a member of the Board. | 2022 | Class I |
ELECTION OF DIRECTORS (PROPOSAL NO. 1)
| Name (Age) | Business Experience During Past 5 Years and Other Information | Director Since | Director Class | | James R. Burke (87) | James R. Burke has served as a member of the Board since May 2017 and served as a manager of our predecessor from October 2014 to May 2017 and currently serves as a member of our Nominating and Governance Committee. From July 2013 until January 2018 Mr. Burke served on the board of Centurion, a private equity sponsored oilfield services company based in Aberdeen, Scotland. Mr. Burke served as the Chief Executive Officer and President of Forum Energy Technologies (“Forum”) from May 2005 to October 2007 and as Chairman of Forum from 2007 to 2010. Mr. Burke retired from his position as Chairman of Forum in 2010, subsequent to which he evaluated potential opportunities prior to becoming a director of Centurion. Prior to joining Forum, Mr. Burke served as Chief Executive Officer of Access Oil Tools Inc. (“Access”) from April 2000 to May 2005. Before joining Access, Mr. Burke held various positions with Weatherford International Ltd. (“Weatherford”) from January 1991 to August 1999, including Executive Vice President responsible for all manufacturing operations and engineering at its Compressor Division. Prior to joining Weatherford, Mr. Burke was employed by Cameron Iron Works (“Cameron”) from 1967 to 1989, where he held positions of increasing seniority, including Vice President of Cameron’s Ball Valve division. Mr. Burke holds a Bachelor of Science in Electrical Engineering from University College, Dublin, Ireland, and a Master of Business Administration from Harvard University. Mr. Burke has broad knowledge of the energy industry and significant operating experience. We believe his skills and industry experience qualify him to serve as a member of the Board. | 2017 | Class I | | Cynthia M. Durrett (60) | Cynthia M. Durrett has served as a member of the Board since March 2019 and as our Chief Administrative Officer since March 2017. Ms. Durrett was previously our Vice President of Business Operations from October 2014 to February 2017 and the Vice President of Business Operations of Solaris Energy Capital, LLC from October 2013 to September 2014, a related party of the Company. From July 2013 to September 2013, Ms. Durrett served as an independent consultant in the proppant industry. From 2007 to June 2013, Ms. Durrett was the Director of Business Planning and Capital Projects for Cadre Proppants. Ms. Durrett previously served as Managing Director of Dynegy Midstream Services, where she provided leadership to several sectors of the organization including information technology, regulated energy delivery, natural gas liquids and midstream. Ms. Durrett began her career at Ferrell North America, where she managed operations for the energy commodities trading business, including natural gas liquids and refined products. Ms. Durrett received a Bachelor of Science in Business Administration from Park University in Kansas City, Missouri, where she graduated with distinction. Ms. Durrett’s extensive operational knowledge and experience in the energy industry makes her well suited to serve as a member of our Board. | 2019 | Class II |
ELECTION OF DIRECTORS (PROPOSAL NO. 1)
| Name (Age) | Business Experience During Past 5 Years and Other Information | Director Since | Director Class | | Edgar R. Giesinger (68) | Edgar R. Giesinger has served as a member of the Board since May 2017 and currently serves as a member of our Nominating and Governance Committee and as Chairman of our Audit Committee. Mr. Giesinger retired as a managing partner from KPMG LLP in 2015. Since November 2015, Mr. Giesinger has served on the board of directors of Geospace Technologies Corporation (NASDAQ: GEOS), a publicly traded company primarily involved in the design and manufacture of instruments and equipment utilized in oil and gas industries. Mr. Giesinger served on the board of directors of Newfield Exploration Company, a publicly traded crude oil and natural gas exploration and production company, from August 2017 until February 2019 when it was sold to Encana Corporation. He has 35 years of accounting and finance experience working mainly with publicly traded corporations. Over the years, he has advised a number of clients in accounting and financial matters, capital raising, international expansions and in dealings with the SEC. While working with companies in a variety of industries, his primary focus has been energy and manufacturing clients. Mr. Giesinger is a certified public accountant in the State of Texas. He has lectured and led seminars on various topics dealing with financial risks, controls and financial reporting. We believe that Mr. Giesinger’s extensive financial and accounting experience, including that related to the energy and manufacturing industries, qualifies him to effectively serve as a member of the Board. | 2017 | Class III | | W. Howard Keenan, Jr. (74) | W. Howard Keenan, Jr. has served as a member of the Board since May 2017 and served as a manager of our predecessor from November 2014 to May 2017. Mr. Keenan has over 45 years of experience in the financial and energy businesses. Since 1997, he has been a Member of Yorktown Partners LLC, a private investment manager focused on the energy industry. From 1975 to 1997, he was in the Corporate Finance Department of Dillon, Read & Co. Inc. and active in the private equity and energy areas, including the founding of the first Yorktown Partners fund in 1991. Mr. Keenan also serves on the boards of directors of the following public companies: Antero Resources Corporation (NYSE: AR), Antero Midstream Corporation (NYSE: AM) and Aris Water Solutions, Inc. (NYSE: ARIS). In addition, he is currently serving, and has previously served, as a director of multiple Yorktown Partners portfolio companies. Mr. Keenan holds a Bachelor of Arts degree cum laude from Harvard College and a Master of Business Administration from Harvard University. Mr. Keenan has broad knowledge of the energy industry and significant experience with energy companies. We believe his skills and background qualify him to serve as a member of the Board. | 2017 | Class II | | F. Gardner Parker (83) | F. Gardner Parker has served as a member of the Board since May 2017 and currently serves as a member of our Audit Committee and as Chairman of our Compensation Committee. Mr. Parker has been a private investor since 1984. Mr. Parker served as a director of Carrizo Oil & Gas, Inc. (“Carrizo”) (f/k/a NASDAQ: CRZO), including Chairman of its Audit Committee and as Lead Independent Director, from 2000 until 2019 when Carrizo was sold to Callon Petroleum Company (NYSE: CPE). Mr. Parker also served on the board and as Chairman of the Audit Committee of Sharps Compliance Corp. (f/k/a | 2017 | Class I |
ELECTION OF DIRECTORS (PROPOSAL NO. 1)
| Name (Age) | Business Experience During Past 5 Years and Other Information | Director Since | Director Class | | | NASDAQ: SMED), a medical waste management services provider from February 2003 until September 2019. Mr. Parker served as a Trust Director of Camden Property Trust (“Camden”) (NYSE: CPT) from 1993 until his mandatory retirement in 2017. Previously, Mr. Parker was a director of Triangle Petroleum Corporation from November 2009 to July 2015 and a director of Hercules Offshore Inc. from 2005 to November 2015. Mr. Parker was a founding director for Camden in 1993 and also served as the Lead Independent Trust Manager from 1998 to 2008. In the private sector, Mr. Parker is Chairman of the boards of directors of Edge Resources LTD, Enterprise Offshore Drilling and Norton Ditto. He was a partner at Ernst & Ernst (now Ernst & Young LLP) from 1978 to 1984. Mr. Parker is a graduate of the University of Texas and is a certified public accountant in Texas. Mr. Parker is board certified by the NACD, where he serves as a NACD Board Leadership Fellow. Mr. Parker has broad knowledge of the energy industry and significant experience as a director on the boards and audit, compensation and corporate governance committees of numerous public and private companies. We believe his skills and experience qualify him to serve as a member of the Board. | | | | A. James Teague (80) | A. James Teague has served as a member of the Board since May 2017 and currently serves as a member of our Compensation Committee. Mr. Teague has served as the Co-Chief Executive Officer of Enterprise Products Holdings LLC (“Enterprise”) since January 2020, has been a Director of Enterprise since July 2008 and serves as Co-Chairman of the Capital Projects Committee of Enterprise since November 2016. Mr. Teague previously served as the Chief Executive Officer of Enterprise from January 2016 to January 2020, Chief Operating Officer of Enterprise from November 2010 to December 2015 and served as an Executive Vice President of Enterprise from November 2010 until February 2013. Mr. Teague joined Enterprise in connection with its purchase of certain midstream energy assets from affiliates of Shell Oil Company in 1999. From 1998 to 1999, Mr. Teague served as President of Tejas Natural Gas Liquids, LLC, then an affiliate of Shell. From 1997 to 1998, he was President of Marketing and Trading for MAPCO, Inc. Prior to 1997 he spent 22 years with Dow Inc. (NYSE: DOW) in various roles including Vice President, Hydrocarbon Feedstocks. Mr. Teague has broad knowledge of the energy industry and significant operating experience. We believe his skills and industry experience qualify him to serve as a member of the Board. | 2017 | Class III | | Ray N. Walker, Jr. (67) | Ray N. Walker, Jr. has served as a member of the Board since August 2018 and currently serves as a member of our Compensation Committee. Mr. Walker has served as the Chief Operating Officer of Encino Energy, a private oil and gas acquisition and development company, since September 2018. Mr. Walker retired as executive vice president and chief operating officer of Range Resources Corporation (“Range Resources”) (NYSE: RRC) in April 2018. Range Resources is a publicly traded, independent natural gas, natural gas liquids and oil company engaged in the exploration, development and acquisition of natural gas and crude oil properties. Mr. Walker joined Range Resources in 2006 and was elected to the role of executive vice president and chief operating officer in January 2014. Previously, Mr. Walker served as Senior Vice President – Chief Operating Officer, Senior Vice President-Environment, | 2018 | Class II |
ELECTION OF DIRECTORS (PROPOSAL NO. 1)
| Name (Age) | Business Experience During Past 5 Years and Other Information | Director Since | Director Class | | | Safety and Regulatory and Senior Vice President-Marcellus Shale for Range Resources where he led the development of Range Resources’ Marcellus Shale division. Mr. Walker is a petroleum engineer with more than 45 years of oil and gas operations and management experience having previously been employed by Halliburton Company (NYSE: HAL) in various technical and management roles, Union Pacific Resources Group, Inc. and several private companies in which Mr. Walker served as an officer. Mr. Walker holds a Bachelor of Science degree in Agricultural Engineering with honors from Texas A&M University. Mr. Walker has broad knowledge of the energy industry and significant operating experience. We believe his skills and industry experience qualify him to serve as a member of the Board. | | | | M. Max Yzaguirre (64) | M. Max Yzaguirre has served as a member of our Board since January 2025. Mr. Yzaguirre has over 35 years of leadership experience in domestic and international business, government and law, and expertise in a wide variety of industries and sectors, including electricity, oil and gas, banking, real estate, telecommunications and private equity investing. Mr. Yzaguirre previously served as an Executive Chairman of Forbes Bros. Holdings, Ltd. (“Forbes”) from June 2019 to February 2021 and as Chairman of Forbes and Chief Executive Officer at Forbes Bros. Timberline Construction, Inc. from May 2017 to June 2019. Prior to joining Forbes, Mr. Yzaguirre served as the Chief Executive Officer of the Yzaguirre Group, LLC from June 2006 to June 2017. Mr. Yzaguirre currently serves as a member of the board and as a member of the Risk and Compensation Committees of WaFd, Inc. (NASDAQ: WAFD) since February 2024, as a member of the board and as a member of the Finance, Innovation, and Compensation and Talent Development Committees of Altria Group, Inc. (NYSE: MO) since May 2022, and as a member of the board and as Chairman of the Compensation Committee and member of the Audit Committee of Aris Water Solutions, Inc. (NYSE: ARIS) since October 2021. Mr. Yzaguirre has also previously served on the boards of Luther Burbank Corporation and Luther Burbank Savings (an FDIC insured, California-chartered bank) from October 2021 to February 2024 and BBVA USA Bancshares, Inc. and BBVA USA Bank from June 2009 until June 2021, where he served in various roles including, as a board member, Chairman of the Risk Committee, Audit & Compliance Committee and Compensation Committee. Mr. Yzaguirre has also previously served on the Board of Directors of the Texas Business Hall of Fame Foundation (including serving as its Chairman), on the Board of Directors of the Texas Wildlife Association. He obtained a Bachelor of Business Administration degree from the University of Texas at Austin in 1983 and a Juris Doctorate degree from the University of Texas School of Law in 1986. We believe that Mr. Yzaguirre’s extensive experience, including that related to energy and financial industries, qualifies him to effectively serve as a member of the Board. | Class I | 2025 |
ELECTION OF DIRECTORS (PROPOSAL NO. 1)
The plurality of the votes validly case at the Annual Meeting is required to elect each Director nominee. The three director nominees receiving the highest number of votes will be elected as Class II directors. You may vote for all the director nominees, withhold authority to vote your shares for all the director nominees or withhold authority to vote your shares with respect to any one or more of the director nominees. Withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of the nominees in Proposal 1. Brokers do not have the authority to exercise their discretion with respect to this proposal if they do not receive instructions from the beneficial owner. Therefore, it is important that you vote your shares by proxy or in person at the Annual Meeting. If you submit a signed proxy card but do not give voting instructions as to how your shares of Common Stock should be voted, your shares will be voted in accordance with the recommendations of our Board stated in this Proxy Statement. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE CLASS II NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION We believe that attracting and retaining qualified non-employee Directors is critical to the future value growth and governance of our company. We also believe that a significant portion of the total compensation package for our non-employee Directors should be equity-based to align the interests of directors with our stockholders. As a result, we have maintained a non-employee Director compensation program since our initial public offering, which is reviewed annually by the Compensation Committee:
DIRECTOR COMPENSATION
| • | an annual cash retainer, valued at $90,000 for the Chairman of the Audit Committee, $75,000 for the Chairman of the Compensation Committee and Chairperson of the Nominating and Governance Committee, and $65,000 for all other non-employee Directors, plus an additional cash retainer of $20,000 for the Lead Independent Director, in each case, payable quarterly in arrears; |
DIRECTOR COMPENSATION
| • | an annual equity-based award with an aggregate fair market value (determined on the date of grant) of $140,000 for all non-employee Directors; and |
DIRECTOR COMPENSATION
| • | an annual equity-based award with an aggregate fair market value (determined on the date of grant) of $10,000 for each member of the Audit Committee (other than the Chair) and $5,000 for each member (other than the Chairs) of the Compensation Committee and Nominating and Governance Committee. |
DIRECTOR COMPENSATION
We do not pay any additional fees for attendance at Board or Committee meetings, but we do reimburse each director for reasonable travel and out-of-pocket expenses incurred to attend meetings and activities of the Board or its Committees. Directors who are also our employees will not receive any additional compensation for their service on the Board. Mr. Zartler, our Chief Executive Officer, and Ms. Durrett, our Chief Administrative Officer, do not receive any additional compensation for their service on the Board. The following table sets forth information regarding the compensation of our non-employee directors during the year ended December 31, 2024.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | A. James Teague | $65,000 | $151,310 | $216,310 | | Edgar R. Giesinger | $90,000 | $161,742 | $251,742 | | Laurie H. Argo | $70,000 | $161,742 | $231,742 | | Ray N. Walker, Jr. | $65,000 | $151,310 | $216,310 | | F. Gardner Parker | $95,000 | $161,742 | $256,742 | | W. Howard Keenan, Jr. | $65,000 | $146,087 | $211,087 | | James R. Burke | $65,000 | $151,310 | $216,310 |
DIRECTOR COMPENSATION
| (1) Amounts shown in this column reflect the aggregate grant date fair value of the restricted stock awards granted under the Solaris Oilfield Infrastructure, Inc. 2017 Long-Term Incentive Plan, as amended (the “LTIP”) in August 2024 to our non-employee Directors, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, disregarding estimated forfeitures. For additional information about the assumptions used in the valuation of these awards, see Note 12 to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. As of December 31, 2024, Messrs. Giesinger and Parker and Ms. Argo each held 13,225 unvested shares of restricted stock, Messrs. Teague, Walker, and Burke each held 12,372 unvested shares of restricted stock, and Mr. Keenan held 11,945 unvested shares of restricted stock. |
Executive Compensation Philosophy
| • | Incentivize our NEOs and appropriately reward them for contributions that further the Company’s key short-term and long-term strategic goals and objectives. |
2024 Industry and Business Overview
| WHAT WE DO | | WHAT WE DON’T DO | | | ✔ | Determine annual incentive compensation with the majority of the potential payment based upon the achievement of pre-established performance goals | ✘ | No excessive perquisites | | ✔ | Generally target the market median for total compensation | ✘ | No guaranteed bonus or uncapped incentives | | ✔ | Use compensation consultants, independent market data and peer groups to benchmark compensation decisions | ✘ | No pension plan | | ✔ | Hold regular executive sessions of the Compensation Committee without management present | ✘ | No option repricing | | ✔ | Base a portion of the long-term incentives upon achievement of certain performance objectives, including performance relative to peers | ✘ | No hedging, pledging or short-term/speculative trading of Company stock | | ✔ | Annual compensation risk assessment | ✘ | No excise tax gross ups | | ✔ | Engagement with stockholders regarding pay practices | ✘ | Utilize pay practices that incentivize decisions that are not in the best interests of the Company and its stockholders |
Competitive Market Position and Peer Group
Competitive Market Position and Peer Group We believe that total compensation opportunities for our NEOs should be competitive with opportunities for executive officers in similar positions, with similar experience and with similar responsibilities to those in our Peer Group. To further emphasize the alignment between Company performance and executive pay and to ensure compensation is competitive, for 2024 the Compensation Committee targeted the 25th percentile for base salaries and 50th percentile for total compensation (base salary and short-term and long-term incentives) for the NEOs as a group, with a heavier weighted emphasis on long-term incentives. For 2024, the Market Data provided to the Compensation Committee included compensation information from our Compensation Consultant relative to our Peer Group as well as other broad-based compensation survey sources. Although the Compensation Committee used the Market Data to inform its decisions regarding the form and amount of compensation provided to our NEOs in 2024, the Compensation Committee also considered other factors such that the compensation provided to our NEOs is not exclusively reflective of the Market Data. For purposes of setting 2024 compensation, the peer group companies (our “Peer Group”) used by the Compensation Consultant and the Compensation Committee included the following companies:
Competitive Market Position and Peer Group
| Archrock, Inc. | Cactus, Inc. | | Dril-Quip, Inc. | U.S. Silica Holdings, Inc. | | ProPetro Holding Corp. | Liberty Energy Inc. | | ProFrac Holding Corp | Newpark Resources, Inc. | | Patterson-UTI | Nine Energy Services, Inc. | | NOV Inc. | Oil States International, Inc. | | Select Water Solutions, Inc. (formerly, Select Energy Services, Inc.) | |
Competitive Market Position and Peer Group
Our Peer Group was selected based on companies that broadly represent related oilfield services businesses and are of reasonably comparable size and revenue to the Company. While some of these companies have larger market capitalizations or revenue, these companies represent the market in which we most directly compete for qualified and talented professionals.
Objectives of Compensation
Objectives of Compensation The goal of the Company’s compensation program is to help attract and retain qualified executive talent and to strengthen the alignment between executives and stockholders’ interests, thereby enhancing stockholder value. To achieve this goal, the Compensation Committee’s decisions are guided by the following principles: provide a competitive compensation package; relate compensation to the performance of the Company and the individual; and align employee objectives with the objectives of stockholders by encouraging executive stock ownership and focusing total compensation on long-term incentives. In order to achieve these objectives, the Compensation Committee has created a compensation package that combines current and deferred compensation with equity-based compensation. A significant portion of the target compensation for our NEOs is variable or “at risk,” meaning that it can be forfeited, and its value is dependent upon such factors as Company performance and our stock price. Beginning in 2023 and continuing in 2024, a portion of the long-term incentives for our NEOs is performance based and tied to certain shareholder metrics, as discussed below under “Long-Term Incentive Compensation.” The Company’s compensation program for executive officers consists of the following items:
Objectives of Compensation
| | ELEMENT | PURPOSE | CHANGES FOR 2024 | | SHORT-TERM | Base Salary | To provide a consistent, minimum level of pay, sufficient to allow us to attract and retain executives with the appropriate skills and experience for their position | The only modifications reflected changes in roles, responsibilities, prevailing market conditions and data provided by the Compensation Consultants | | | Annual Cash Incentive | To motivate and reward the achievement of our annual Company and Individual Performance goals: • 60% based on the achievement of quantifiable Company Performance Goals • 40% based on the achievement of Individual Performance | The only modifications reflected changes in roles, responsibilities, prevailing market conditions and data provided by the Compensation Consultants | | LONG-TERM | Long-Term Incentive Award | To ensure retention and drive performance, while aligning the interests of our NEOs with those of our stockholders | None (continued to utilize performance equity based upon total stockholder return benchmarked against pre-determined thresholds as compared internally (Absolute TSR) and against a peer group (Relative TSR)) |
Annual Incentive Award
Annual Incentive Award Annual incentive awards are tied to the achievement of performance goals, which are based on both quantitative and qualitative measures as determined by the Compensation Committee in consultation with management. Each year the Compensation Committee, in consultation with management, reviews key short-term strategic initiatives to drive the annual cash-based incentive award. Annual short-term cash incentive awards are based upon targets for each NEO and awarded in light of certain key strategic initiatives and metrics, which are set by the Compensation Committee after review and consultation with management. Target annual incentive award percentages for each of the NEOs are as follows: Mr. Zartler - 100%, Mr. Ramachandran - 90%, Mr. Price - 90%, Mr. Powell - 75% and Ms. Durrett - 75%. The following key metrics were selected by the Compensation Committee to measure achievement of short-term Company goals: Financial Metrics (consisting of EBITDA and free cash flow), Operating Metrics (consisting of customer consistency, fully utilized systems deployed and market share), Safety (collectively with the Financial Metrics and Operating Metrics, the “Company Performance”) and Individual Performance. Company Performance accounts for 60% of the eligible annual incentive award with Individual Performance accounting for 40%. The Compensation Committee retains discretion to adjust these percentages and weighting based upon certain factors within their discretion. At the suggestion of our NEOs, the 2024 thresholds used for the Financial and Operating Metrics accounted for approximately 90% of the Company Performance with Safety representing the remaining 10%. The Compensation Committee maintains an element of discretion in the annual incentive for our NEOs in order to provide the Compensation Committee the flexibility to respond to specific events that are relevant to each NEOs performance during the year in light of changing market conditions and responsibilities of each NEO. No payout percentage would be earned for a metric if the actual Company performance of that metric was below the threshold level set for that metric below. The overall payout amount for each NEO is capped at approximately 100% their respective target incentive award. The Company Performance metrics, their related thresholds and weightings and actual performance for the year ended December 31, 2024 are set forth in the table below:
Annual Incentive Award
| Performance Metric | Weighting | Target (100% Payout) | Actual Performance | Earned Payout Percentage of Annual Incentive Award | | Financial Metrics | 25% | $108 million | $102 million | 24% | | Operating Metrics | 25% | $1.094 | $1.123 | 26% | | Safety | 10% | .8 | 1.15 | 0% | | Individual Performance | 40% | N/A | Variable | Variable |
Annual Incentive Award
In 2024, our NEOs focused on capital returns in our business, including operating margins, utilization and performance of our equipment. Upon review of the results of the Company Performance and Individual Performance, the Compensation Committee approved the following annual incentive payouts for each NEO:
Annual Incentive Award
| Name | Target Annual Incentive (% of Base Salary) | Target Annual Incentive ($) | Performance Achievement Level (% of Target) | Actual 2024 Annual Incentive Payout | | William A. Zartler | 100% | $321,000 | 90% | $288,900 | | Kyle S. Ramachandran | 90% | $315,000 | 90% | $283,500 | | Kelly L. Price | 90% | $288,900 | 90% | $260,010 | | Christopher M. Powell | 75% | $243,750 | 90% | $219,375 | | Cynthia M. Durrett | 75% | $214,035 | 90% | $192,632 |
Annual Incentive Award
In connection with, and in consideration of, the NEOs exemplary efforts in transforming the Company’s business during 2024, a one-time incentive bonus was awarded to each of the NEO’s as follows: Mr. Zartler - $211,100, Mr. Ramachandran - $116,500, Mr. Powell - $55,625, and Ms. Durrett - $82,368.
LTIP Compensation
LTIP Compensation The LTIP was adopted in May 2017 at the time of our initial public offering and amended at the 2023 Annual Meeting, and provides a means though which (a) we may attract, retain and motivate qualified persons as employees, directors and consultants, thereby enhancing the profitable growth of the Company and its affiliates and (b) persons upon whom the responsibilities of the successful administration and management of the Company and its affiliates rest, and whose present and potential contributions to the Company and its affiliates are of importance, can acquire and maintain stock ownership or awards the value of which is tied to the performance of the Company, thereby strengthening their concern for the Company and its affiliates. In 2024, following recommendations by the Chief Executive Officer and review of Market Data, the Compensation Committee approved grants of time-based restricted stock awards (“RSAs”), which provides the grantee the right to receive dividends and vote the underlying shares but does not otherwise grant the NEO any other economic right until the time of vesting. If a NEO terminates service with the Company prior to vesting of the RSA, then, except in limited circumstances, such as a change of control, such RSAs are forfeited and return to the pool of shares available for grant under the LTIP. For 2024, the grant date value of RSAs for the NEOs as a group was initially set at approximately the 50th-75th percentile based on Market Data. For 2024, the RSAs awarded to the NEO’s vest ratably over a three-year period. Beginning with 2023 compensation and continuing in 2024, a portion of our NEO’s long-term incentive compensation is in the form of awards of performance-based restricted stock units (“PSUs”). The PSUs are measured against the Russell 2000 Index Oil Equipment and Services Subsector and will utilize Absolute Total Shareholder Return (“Absolute TSR”) and Relative Total Shareholder Return (“Relative TSR”) as metrics to measure performance. The PSUs are subject to a three-year cycle and vest 25%, 25% and 50% in each of years 1, 2 and 3, respectively, for the Relative TSR PSUs and will have a cliff vesting at the end of year 3 for the Absolute TSR PSUs. Each of the second tranche of 2023 PSUs grants and the first tranche of the 2024 PSU Grants tied to Relative TSR and representing years 2 and 1, respectively, achieved a vesting at 200% of the target. PSUs provide the NEO the right to receive an amount ranging from 0% to 200% of the target number of PSUs granted based on both the Company’s Absolute and Relative TSR performance during the three-year performance period, subject to the continued employment of the NEO. PSUs will be eligible to receive dividends; however such dividends will not be paid until such time as the PSUs vest, if at all. The tables below shows the Company’s performance targets for the Absolute TSR and Relative TSR PSUs. ABSOLUTE TSR:
LTIP Compensation
| Annualized Absolute TSR | Percentage of Target Award Earned | | <5.0% | 0% | | 5.0% | 50% | | 10% | 100% | | ≥15.0% | 200% |
LTIP Compensation
| * Linear interpolation between performance levels will be used to determine the actual number of Absolute TSR PSUs that are earned for performance between achievement levels. |
LTIP Compensation
RELATIVE TSR:
LTIP Compensation
| Percentile Rank | Payout Percentage | | ≥75% | 200% | | 50% | 100% | | 25% | 50% | | <25% | 0% |
LTIP Compensation
| * Linear interpolation between performance levels will be used to determine the actual number of Relative TSR PSUs that are earned for performance between achievement levels. |
LTIP Compensation
The Compensation Committee has considered the use of other forms of equity awards, including stock options and restricted stock units, and ultimately determined to use RSAs and PSUs given that they have a less dilutive effect than stock options. Additionally, the Compensation Committee determined that a approach based upon a mix of time-based vesting and performance incentives was appropriate given the Company’s desire to provide our NEOs with a long-term retention-focused award that also aligns the interests of our NEOs with those of our stockholders.
Employment, Severance and Change in Control Agreements
Employment, Severance and Change in Control Agreements None of our NEOs have an employment agreement with the Company; however, the Company has entered into Change in Control Severance Agreements with each of its NEOs. The Change in Control Severance Agreements provide “double trigger” (meaning that both a termination of employment and a change in control must occur) benefits in the event the executive officer is terminated without “cause” or resigns for “good reason” during the 90 days prior to or within 12 months following a “change in control” as each such term is defined in the Change in Control Severance Plan (the “CIC Plan”). The benefits provided in the CIC Plan and Change in Control Severance Agreements were based upon a review of the Market Data provided at the time the Change in Control Severance Agreements were entered into with each of the NEOs and such benefits include:
Employment, Severance and Change in Control Agreements
| • | Severance payable in a lump sum in an amount equal to a multiplier of either 2.5 or 3.0 (based on the participant’s tier in the CIC Plan (the “Tier”)) multiplied by the sum of (A) the participant’s annual base salary and (B) the participant’s target annual bonus for the year in which the termination date occurs, payable within sixty (60) days of the termination date; |
Employment, Severance and Change in Control Agreements
| • | An additional lump sum payment equal to 18 or 24 (based on the participant’s Tier) times the monthly premium for the participant’s and his or her dependents’ participation in the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, less the amount of employee contributions that would apply to such participation if the participant were an active employee, each determined as of the termination date, payable within sixty (60) days following the termination date; |
Employment, Severance and Change in Control Agreements
| • | Payment of any earned but unpaid annual bonus, if any, for the fiscal year preceding the fiscal year in which the termination date occurs, payable on the date when bonuses are paid to the Company’s executives for such fiscal year and in all events in the fiscal year that includes the termination date, plus an additional lump sum payment equal to a pro-rata portion of the target annual bonus that the participant was eligible to earn for the fiscal year in which the termination date occurs, based on the number of days the participant was employed during such fiscal year, payable within sixty (60) days following the termination date; and |
Employment, Severance and Change in Control Agreements
| • | Full vesting of all of the participant’s outstanding unvested restricted stock units (and any other outstanding and unvested equity incentive awards); provided that, with respect to any PSUs, all performance goals or other vesting criteria will be deemed achieved at the greater of (i) 100% of the target number of PSUs or (ii) the actual achievement applicable performance objectives for such PSUs determined as of the termination date and all other terms and conditions will be deemed met. |
Employment, Severance and Change in Control Agreements
A participant’s rights to any severance benefits under the CIC Plan upon a qualifying termination are conditioned upon (i) the participant executing and not revoking a valid separation and general release of claims agreement in a form acceptable to the Company (the “Release”) and (ii) the Release becoming effective and irrevocable in accordance with its terms within sixty (60) days following the participant’s termination date.
Policies and Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Non-Public Information
Policies and Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Non-Public Information We do not currently grant stock options or option-like equity awards as part of our executive compensation program; therefore, we do not currently have a formal practice or policy with respect to the grant of option or option-like awards. Grants under the LTIP are typically made in connection with the annual compensation cycle and are not granted mid-year when the Company could be in possession of material non-public information. During 2024, we did not time the disclosure of material nonpublic information to affect the value of other types of executive compensation awards granted to any service provider.
Summary Compensation Table
Summary Compensation Table The following table sets forth information, with respect to our NEOs, information relating to compensation earned for services rendered in all capacities during fiscal years 2022, 2023 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total | | William A. Zartler Chairman(1) and Chief Executive Officer | 2024 | $321,000 | $211,100 | $2,978,466 | $288,900 | $20,700 | $3,820,166 | | | 2023 | $321,000 | $0 | $1,832,000 | $320,000 | $19,800 | $2,492,800 | | | 2022 | $304,923 | $0 | $2,161,893 | $315,000 | $0 | $2,781,816 | | Kyle S. Ramachandran President and Chief Financial Officer | 2024 | $350,000 | $116,500 | $1,183,579 | $283,500 | $20,700 | $1,954,279 | | | 2023 | $326,350 | $0 | $884,682 | $293,128 | $19,800 | $1,523,960 | | | 2022 | $319,781 | $0 | $942,268 | $286,665 | $12,200 | $1,560,914 | | Kelly L. Price Former Chief Operating Officer | 2024 | $321,000 | $0 | $837,733 | $250,000 | $32,700 | $1,441,433 | | | 2023 | $321,000 | $0 | $655,746 | $288,322 | $31,800 | $1,296,868 | | | 2022 | $314,538 | $0 | $683,069 | $281,966 | $24,200 | $1,303,773 | | Christopher M. Powell Chief Legal Officer and Corporate Secretary | 2024 | $325,000 | $55,625 | $701,522 | $219,375 | $20,700 | $1,322,222 | | | 2023 | $325,000 | $0 | $540,110 | $243,263 | $17,274 | $1,125,647 | | | 2022 | $306,538 | $0 | $415,763 | $237,900 | $9,327 | $969,528 | | Cynthia M. Durrett Director and Chief Administrative Officer | 2024 | $285,000 | $82,368 | $652,640 | $192,632 | $20,700 | $1,233,340 | | | 2023 | $267,500 | $0 | $517,980 | $200,224 | $19,800 | $1,005,504 | | | 2022 | $262,115 | $0 | $463,264 | $195,810 | $10,840 | $932,029 |
Summary Compensation Table
| (1) Mr. Zartler does not receive any compensation for his service as Chairman of the Board. The amounts reported in this table for Mr. Zartler only reflect compensation for his service as our Chief Executive Officer. |
Summary Compensation Table
| (2) Amounts shown in this column for 2024 reflect one-time discretionary bonuses paid to our NEOs for exemplary efforts in transforming the Company’s business during 2024. Mr. Price did not receive such a bonus. |
Summary Compensation Table
| (3) Amounts shown in this column for 2024 reflect the aggregate grant date fair value of the awards of restricted stock awards (“RSAs”) and performance-based restricted stock units (“PSUs”) granted under the LTIP in March 2024 to our named executive officers, calculated in accordance with FASB ASC Topic 718, disregarding estimated forfeitures. The grant date fair value of PSUs is based on the probable outcome of the performance conditions as of the date of grant on March 1, 2024, which was $8.51 per PSU. The aggregate value of the probable PSUs reflected in this column is as follows for each NEO: Mr. Zartler, $744,591, Mr. Ramachandran, $295,875, Mr. Price, $209,414, Mr. Powell, $175,374, and Ms. Durrett, $163,120. If the maximum amount, rather than the probable amount, were reported in the table with respect to the PSUs, the aggregate value associated with the PSUs would be as follows for each NEO: Mr. Zartler, $1,489,182, Mr. Ramachandran, $591,751, Mr. Price, $418,828, Mr. Powell, $350,748, and Ms. Durrett, $326,239 For additional information about the assumptions used in the valuation of these awards, see Note 9 to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |
Summary Compensation Table
| (4) Amounts shown in this column for 2024 reflect amounts earned by our named executive officers pursuant to a short-term performance-based incentive bonus arrangement approved by the Board for the given year. For more information, please see the section titled “Compensation Discussion & Analysis—Annual Incentive Award” above. |
Summary Compensation Table
| (5) Amounts shown in this column for 2024 reflect matching contributions under the Company’s 401(k) plan, and, in the case of Mr. Price, also includes a car allowance. |
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table describes all non-equity incentive plan awards and equity incentive plan awards for our named executive officers for fiscal year 2024.
Grants of Plan-Based Awards Table
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) Target ($) | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | Threshold (#) | Target (#) | Maximum (#) | | | | William A. Zartler | | $321,000 | | | | | | | | March 1 | | | | | 262,500 | $2,233,875 | | | March 1 | | 43,748 | 87,496 | 174,992 | | $744,591 | | Kyle S. Ramachandran | | $315,000 | | | | | | | | March 1 | | | | | 104,313 | $887,704 | | | March 1 | | 17,384 | 34,768 | 69,536 | | $295,876 | | Kelly L. Price | | $288,900 | | | | | | | | March 1 | | | | | 73,833 | $628,319 | | | March 1 | | 12,304 | 24,608 | 49,216 | | $209,414 | | Christopher M. Powell | | $243,750 | | | | | | | | March 1 | | | | | 61,827 | $489,521 | | | March 1 | | 10,304 | 20,608 | 41,216 | | $175,374 | | Cynthia M. Durrett | | $214,035 | | | | | | | | March 1 | | | | | 57,523 | $526,148 | | | March 1 | | 9,584 | 19,168 | 38,336 | | $163,120 |
Grants of Plan-Based Awards Table
| (1) The Company’s Non-Equity Incentive Plan does not have threshold or maximum limits. The actual value of bonuses paid to our NEOs for 2024 under this program can be found in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. |
Grants of Plan-Based Awards Table
| (2) Amounts shown in this column reflect the aggregate grant date fair value of the awards of RSAs and PSUs granted under the LTIP in March 2024 to our named executive officers, calculated in accordance with FASB ASC Topic 718, disregarding estimated forfeitures. The grant date fair value of PSUs is based on the probable outcome of the performance conditions as of the date of grant on March 1, 2024, which was $8.51. For more information regarding the assumptions underlying the valuation of these equity awards, please see footnote (2) to the Summary Compensation Table above. |
Outstanding Equity Awards at End of Fiscal Year 2024
Outstanding Equity Awards at End of Fiscal Year 2024 The following table reflects all equity awards granted to our named executive officers that were outstanding as of December 31, 2024:
Outstanding Equity Awards at End of Fiscal Year 2024
| Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($)(2) | | William A. Zartler | 436,717 | $12,568,715 | 131,246 | $3,777,260 | | Kyle S. Ramachandran | 184,953 | $5,322,947 | 55,896 | $1,608,680 | | Kelly L. Price | 133,078 | $3,829,985 | 40,269 | $1,158,935 | | Christopher M. Powell | 105,583 | $3,038,679 | 33,507 | $964,685 | | Cynthia M. Durrett | 101,701 | $2,926,955 | 31,539 | $907,685 |
Outstanding Equity Awards at End of Fiscal Year 2024
| (1) This column reflects RSAs subject to time-based vesting. Such RSAs vest in three equal annual installments on the first three anniversaries of the applicable date of grant. |
Outstanding Equity Awards at End of Fiscal Year 2024
| (2) Market value is based on the closing price of the Company’s common stock on December 31, 2024, which was $28.78 per share. |
Outstanding Equity Awards at End of Fiscal Year 2024
| (3) This column reflects PSUs (based on 100% performance) granted in 2024 and 2023 that are subject to Absolute TSR and Relative TSR performance goals. The Absolute TSR PSUs (which represent half of the PSUs granted) are based on a three-year performance period, while the Relative TSR PSUs (which represent half of the PSUs granted) are divided into three tranches based on each year of a three-year performance period (with 25% eligible to vest after the first year, 25% eligible to vest after the second year and 50% eligible to vest after the third year). |
Stock Vested Table
Stock Vested Table The following table reflects the equity awards granted to our named executive officers in previous years that have vested during fiscal year 2024:
Stock Vested Table
| Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | William A. Zartler | 164,141 | $1,396,840 | | Kyle S. Ramachandran | 78,471 | $667,788 | | Kelly L. Price | 57,110 | $486,006 | | Christopher M. Powell | 34,102 | $290,208 | | Cynthia M. Durrett | 41,231 | $350,876 |
Stock Vested Table
| (1) Equity awarded to employees as part of the Company’s incentive plan generally vests on March 1 of each year, subject to the level of achievement with respect to the performance goals applicable to the PSUs. |
Stock Vested Table
| (2) Value realized on shares was assessed using the closing price on the applicable vesting date of March 1, 2024, which was $8.51 per share. |
Pay Versus Performance Table
Pay Versus Performance Table The following table is a demonstration of the relationship between the compensation that the Company has paid to its CEO, William Zartler, the compensation paid to the other named executive officers, and certain financial metrics, for the fiscal years 2022, 2023, and 2024.
Pay Versus Performance Table
| Year (a) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO (c)(1) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (e)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (h) | EBITDA (i) | | | | | | | Total Shareholder Return (f) | Peer Group Total Shareholder Return (g)(3) | | | | 2024 | $3,820,166 | $16,939,754 | $1,487,819 | $5,484,213 | $262 | $198 | $28,918,000 | $95,949,000 | | 2023 | $2,492,800 | $2,947,691 | $1,237,995 | $1,458,487 | $69 | $166 | $38,775,000 | $86,087,000 | | 2022 | $2,781,816 | $4,217,964 | $1,191,561 | $1,801,910 | $82 | $177 | $33,512,000 | $72,237,000 |
Pay Versus Performance Table
| (1) The PEO reflected in columns (b) and (c) represents William A. Zartler. The non-PEO NEOs reflected in columns (d) and (e) for each of 2022, 2023, and 2024 are Kyle S. Ramachandran, Kelly L. Price, Christopher M. Powell, and Cynthia M. Durrett. |
Pay Versus Performance Table
| (2) The Company deducted from and added to the Summary Compensation Table total compensation the following amounts to calculate compensation actually paid in accordance with Item 402(v) of Regulation S-K as disclosed in columns (c) and (e) for our PEO and Non-PEO NEOs in each respective year. As the Company’s NEOs do not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans. Note that, due to rounding, the sum of the adjustments and the compensation actually paid totals may not precisely equal the amounts disclosed in the table. |
Pay Versus Performance Table
| | 2024 | | | Adjustments | PEO (Zartler) | Average of Other NEOs | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table for 2024 | $(2,978,466) | $(843,869) | | Increase/deduction based on ASC 718 Fair Value of awards granted during 2024 that remain unvested as of year-end 2024, determined as of 12/31/2024 | $10,072,885 | $2,853,882 | | Increase/deduction for awards granted during prior fiscal years that were outstanding and unvested as of 12/31/2024, determined based on change in ASC 718 Fair Value from 12/31/2023 to 12/31/2024 | $4,538,052 | $1,508,786 | | Increase/deduction for awards granted during prior fiscal years that vested during 2024, determined based on change in ASC 718 Fair Value from 12/31/2023 to the vesting date | $1,487,117 | $477,595 | | Total Adjustments | $13,119,588 | $3,996,395 | | Summary Compensation Table Total | $3,820,166 | $1,487,819 | | Compensation Actually Paid | $16,939,754 | $5,484,213 |
Pay Versus Performance Table
| (3) Peer Group Total Shareholder Return (“TSR”) is calculated based on the Oilfield Service Index. For additional information, see Part II, Item 5. “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” of the Company's Annual Report on Form 10-K for the year ended December 31, 2024. |
Relationship between Compensation Actually Paid disclosed in the Pay Versus Performance table, and other table elements
Relationship between Compensation Actually Paid disclosed in the Pay Versus Performance table, and other table elements The increase in the Company’s stock price that contributed to the increased compensation actually paid to the PEO also drove the increase in the Company’s Total Shareholder Return (TSR) in 2024 versus 2023 and 2022. While the Compensation Committee considers TSR when evaluating total compensation, compensation for the PEO and non-PEO’s is largely driven by cash generation of the business as measured by EBITDA. Given the capital intensity of the business, we do not use net income as a proxy for the overall performance of the Company. Other than EBITDA, we did not include any other “Company-Selected Measure” (as described in Item 402(v)) in the Pay Versus Performance table because the most important financial measure used by us to link compensation actually paid to our NEOs to company performance, other than EBITDA, is TSR, which is already required to be disclosed in the table.
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Zartler, our Chief Executive Officer. For 2024, our last completed fiscal year:
CEO Pay Ratio
| • | The median of the annual total compensation of all employees of our company (other than Mr. Zartler) was $106,224; and |
CEO Pay Ratio
| • | The annual total compensation of Mr. Zartler, as reported in the Summary Compensation Table included above, was $3,820,166. |
CEO Pay Ratio
| • | Based on this information, for 2024, the ratio of the annual total compensation of Mr. Zartler to the median of the annual total compensation of all employees was reasonably estimated to be 36 to 1. |
CEO Pay Ratio
To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our Chief Executive Officer, we took the following steps:
CEO Pay Ratio
| • | We determined that, as of December 31, 2024, our employee population consisted of approximately 342 individuals with all of these individuals located in the United States. This population consisted of our full-time, part-time, and temporary employees. |
CEO Pay Ratio
| • | We used a consistently applied compensation measure to identify our median employee by comparing the Total Gross Earnings as reflected in our payroll records for 2024, which included, the amount of salary or wages, bonuses, and compensation received from equity award grants and dividend equivalent rights (DERs). |
CEO Pay Ratio
| • | We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. Since all of our employees, including our Chief Executive Officer, are located in the United States, we did not make any cost of living adjustments in identifying the median employee. |
CEO Pay Ratio
| • | With respect to the annual total compensation of Mr. Zartler, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table above. |