DEF 14A of Atlas Energy Solutions Inc.
Filed Mar 27, 2026 · FY20250001140361-26-011749
BOARD NOMINEES
BOARD NOMINEES
BOARD NOMINEES
| Name | Age | Director Since | Principal Occupation | Independent | AC | NCGC | CC | | Gayle Burleson | 60 | 2023 | Director | X | X | | X | | Robb L. Voyles | 68 | 2023 | Mediator, Arbitrator and Referee/Special Master with JAMS | X | X | X | |
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 | 2 | | PROPOSAL ONE: ELECTION OF DIRECTORS | 5 | | DIRECTOR NOMINEES | 6 | | INCUMBENT DIRECTORS AND EXECUTIVE OFFICERS | 7 | | CORPORATE GOVERNANCE | 10 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 17 | | DIRECTOR COMPENSATION | 20 | | COMPENSATION DISCUSSION AND ANALYSIS | 21 | | COMPENSATION COMMITTEE REPORT | 29 | | EXECUTIVE COMPENSATION | 30 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 39 | | EQUITY COMPENSATION PLAN INFORMATION | 41 | | PROPOSAL TWO: RATIFICATION OF E&Y AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 42 | | AUDIT COMMITTEE REPORT | 44 | | 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 | 45 | | PROPOSAL FOUR: VOTE ON THE APPROVAL OF THE ADOPTION OF THE ATLAS ENERGY SOLUTIONS INC. EMPLOYEE STOCK PURCHASE PLAN | 46 | | SUBMISSION OF STOCKHOLDER PROPOSALS FOR NEXT YEAR | 50 | | 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 III directors of the Company, to serve for three-year terms beginning at the Annual Meeting and expiring at our 2029 Annual Meeting of Stockholders, and until their successor shall have been elected and qualified or until their earlier death, resignation or removal: Gayle Burleson Robb L. Voyles All of the nominees are currently directors of the Company and each of the nominees’ terms are expiring at the Annual Meeting. Since fewer nominees are named for director than the number fixed by the Company’s governing documents, the proxies cannot be voted for a greater number of persons than the number of nominees named. The Company’s stockholders are not being asked to vote separately on an amendment to the Company’s governing documents to reduce the size of the Board because the Company’s governing documents delegate the power to reduce the size of the Board solely to the Board and not to the Company’s stockholders. If Ms. Burleson and Mr. Voyles are re-elected to the Board, the size of the Board will be eight 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
| Gayle Burleson Age: 60 Director Since: 2023 Committee Membership: Audit Committee and Compensation Committee | 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, and served as a director until its sale to Viper Energy, Inc. in November 2025. 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. Relevant Skills and Expertise: Ms. Burleson was appointed to our Board in March 2023 in connection with our initial public offering (our “IPO”) and has extensive knowledge and experience in the energy industry, business development and innovation, public company governance and leadership. |
DIRECTOR NOMINEES
| Robb L. Voyles Age: 68 Director Since: 2023 Committee Membership: Audit Committee and Nominating and Corporate Governance Committee | 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, on our Nominating and Corporate Governance Committee and a Referee/Special Master with JAMS, the largest private provider of alternative dispute resolution services worldwide since 2021. He has served as a consultant for Superior Energy Services, a privately held oil field service company, since November 2024. 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. Relevant Skills and Expertise: Mr. Voyles was appointed to our Board in March 2023 in connection with our IPO and has vast experience in the oil field services industry and with corporate governance and legal matters. |
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 | 66 | Executive Chairman and Director | | John Turner | 54 | President and Chief Executive Officer and Director | | Blake McCarthy | 41 | Chief Financial Officer | | Dathan C. Voelter | 54 | General Counsel and Secretary | | Gayle Burleson | 60 | Director | | Stacy Hock | 49 | Director | | John Michael “Mike” Howard | 52 | Director | | A. Lance Langford | 63 | Director | | Mark P. Mills | 71 | Director | | Douglas Rogers | 67 | Director | | Robb L. Voyles | 68 | 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. 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.
Gayle Burleson—Director. Please see Ms. Burleson’s biography and related information set forth under the section titled “Director Nominees.”
Gayle Burleson—Director. Please see Ms. Burleson’s biography and related information set forth under the section titled “Director Nominees.” 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. Since 2016, she has served on multiple boards associated with the University of Texas, including the Blanton Museum of Art National Leadership Board, the University of Texas at Austin McCombs MBA Advisory Board and the University of Texas School of Civic Leadership. 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. In September 2024, Ms. Hock joined the Board of Directors of the American Federation of Children. 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 and Corporate Governance Committee and Compensation Committee. Mr. Howard has served as the Chairman and Chief Executive Officer of Howard Midstream Energy Partners, LLC, a privately held energy infrastructure company operating assets across four U.S. states and Mexico, since he founded it in 2011. Mr. Howard has more than 30 years of experience in the midstream energy sector. Prior to founding Howard Midstream Energy Partners, Mr. Howard served as President of the company’s largest midstream subsidiary at Energy Transfer Partners (NYSE: ETP and ETE), where he was responsible for operations, engineering, commercial development, regulatory compliance, human resources and information technology. Earlier in his career, Mr. Howard spent ten years with Duke Energy Field Services (now DCP Midstream, a part of Phillips 66 (NYSE: PSX)), where he held operational, engineering and asset management roles overseeing the development and operation of large-scale energy infrastructure. He currently serves on the board of directors of Jonah Energy LLC, a privately held natural gas producer, and was recently appointed to the National Petroleum Council, an advisory body to the U.S. Secretary of Energy. Mr. Howard holds a Bachelor of Science degree in Chemical Engineering from Texas A&M University-Kingsville, where he was named a Distinguished Alumnus. Mr. Howard was appointed to our Board due to his extensive operational and financial leadership experience and deep knowledge of the energy industry. A. Lance Langford—Director. 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. Mr. Langford was appointed to our Board in March 2023 in connection with our IPO in light of his knowledge of the energy industry and familiarity and experience with Atlas LLC. Mark P. Mills—Director. Mark P. Mills has served as a member of our Board since March 2023 and currently serves on our Compensation Committee and Audit Committees. Mr. Mills has been a distinguished senior fellow at the Texas Public Policy Foundation, is executive director of its National Center for Energy Analytics and was previously a senior fellow at the Manhattan Institute, an economics and policy research institute, 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. Mr. Mills was appointed to our Board in March 2023 in connection with our IPO in light of his management skills and knowledge of the energy and the technology industries. Douglas G. Rogers—Director. 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. Mr. Rogers was appointed to our Board in March 2023 in connection with our IPO as a representative of The Sealy & Smith Foundation and because of his background in banking, real estate and investments.
Robb L. Voyles—Director. Please see Mr. Voyles’s biography and related information set forth under the section titled “Director Nominees.”
Robb L. Voyles—Director. Please see Mr. Voyles’s biography and related information set forth under the section titled “Director Nominees.”
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 2025, 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 2025. 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 2025 for the non-employee directors to be paid in arrears in quarterly installments. In 2025, 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.
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 $145,000.
2025 Director Compensation Table
2025 Director Compensation Table The following table sets forth information for the year ended December 31, 2025, regarding the compensation awarded to, earned by or paid to the non-employee directors who served on the Board during 2025. Messrs. Brigham and Turner, the Executive Chairman and President and CEO of the Company, respectively, do not receive additional compensation for their service as directors, and therefore, are not included in the Director Compensation table below. All compensation paid to Messrs. Brigham and Turner is reported in the “Summary Compensation Table” under the section titled “Executive Compensation.”
Director Compensation in 2025
Director Compensation in 2025
Director Compensation in 2025
| Director Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Gayle Burleson | 95,000 | 145,000 | 240,000 | | Stacy Hock | 75,000 | 145,000 | 220,000 | | John Michael Howard | 0(3) | 220,000 | 220,000 | | A. Lance Langford | 0(3) | 240,000 | 240,000 | | Mark P. Mills | 0(3) | 220,000 | 220,000 | | Douglas Rogers | 0(3) | 220,000 | 220,000 | | Robb L. Voyles | 0(3) | 250,000 | 250,000 |
Director Compensation in 2025
| (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 2025
Report on Form 10-K for the year ended December 31, 2025, 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.
Director Compensation in 2025
| (2) For each of Mses. Burleson and Hock and Messrs. Rogers and Voyles, there were 8,262 RSUs outstanding as of December 31, 2025. For each of Messrs. Mills, Rogers and Howard, there were 12,536 RSUs outstanding as of December 31, 2025. Mr. Langford had 13,675 RSUs outstanding as of December 31, 2025. For Mr. Voyles there were 14,245 RSUs outstanding as of December 31, 2025. |
Director Compensation in 2025
| (3) For each of Messrs. Howard, Rogers 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. For Mr. Voyles, $105,000 of his cash retainer was received in the form of an RSU grant. |
2025 Performance Highlights 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; |
2025 Performance Highlights 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”); |
2025 Performance Highlights and Compensation Decisions
| • | Approved NEO annual short-term incentive (“STI”) payouts for 2025 performance equal to 45.0% of target based on an assessment across financial and operational performance metrics; and |
2025 Performance Highlights and Compensation Decisions
| • | Certified a payout of 100% for the 2023 performance share units, based on Atlas’ relative and absolute total shareholder return performance (“TSR”) and ROCE achieved for the three-year performance period of 2023 to 2025. |
2025 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. |
2025 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 | | ✔ | Cap maximum payout for long-term incentive compensation at 100% when absolute TSR during the performance period is negative | | | | ✔ | Require above-median relative TSR performance to earn target (100% of the award) | | | | ✔ | Maintain robust stock ownership guidelines for officers and independent directors | | |
(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 |
2025 Target Compensation for Named Executive Officers
| | Base Salary | Short-term Incentive Target (% of Salary) | Short-term Incentive Target | Long-term Incentive Target | 2025 Total Target Direct Compensation | | John Turner | $920,000 | 115% | $1,058,000 | $4,000,000 | $5,978,000 | | Ben Brigham | $250,000 | — | — | $4,050,000 | $4,300,000 | | Blake McCarthy | $500,000 | 100% | $500,000 | $1,700,000 | $2,700,000 | | Dathan Voelter | $440,000 | 80% | $352,000 | $1,125,000 | $1,917,000 | | Chris Scholla | $500,000 | 100% | $500,000 | $1,700,000 | $2,700,000 |
Short-term Incentive Plan
Short-term Incentive Plan All NEOs except our Executive Chairman are eligible to receive annual bonuses under our Short-term Incentive (“STI”) Plan. In order to remain competitive relative to compensation peers, modest increases of 5% were made to Messrs. Turner and Voelter’s STI targets as a percent of base salary for 2025. Our 2025 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 200% of target for 2025. 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 2025 at 50% of the total STI scorecard. Ten percent of the scorecard for 2025 was tied to the achievement of certain safety objectives. Another ten percent of the scorecard for 2025 was tied to the volume of sand delivered on the Dune Express, the Company’s overland conveyor infrastructure solution, for the second half of the year. The remaining 30% of the 2025 scorecard was allocated to discretionary evaluation where the Committee considers our continued progress against our long-term strategy. The 2025 STI Plan metrics and resulting performance are described below. In evaluating the discretionary component of our STI Plan, the Compensation Committee considered our successful execution of the transformative Moser acquisition and our expansion of market share in both sand and logistics in the Permian Basin against the backdrop of lower commodity prices and our weaker stock price performance. After considering the discretionary component of the Plan, the Compensation Committee determined to assign a total payout of 45% for our 2025 performance.
Short-term Incentive Plan
| Performance Goal | Goal Weight | Threshold (25% Payout) | Target (100% Payout) | Maximum (200% Payout) | Result | Payout | | Adjusted Free Cash Flow ($MM)(1) | 50% | $280 | $356 | $388 | $155 | 0% | | Dune Express Sand Volume (million tons) | 10% | 4.0 | 4.8 | 5.2 | 6.2 | 20% | | Safety (TRIR) | 10% | 0.62 | 0.58 | 0.55 | 0.55 | 20% | | Discretionary Evaluation | 30% | — | — | — | 30% | 5% | | Total Weight | 100% | | | | | 45% |
Short-term Incentive Plan
| (1) We define Adjusted Free Cash Flow as Adjusted EBITDA less Maintenance Capital Expenditures. We define Adjusted EBITDA as net income before depreciation, depletion and accretion expense, amortization expense of acquired intangible assets, interest expense, income tax expense, stock and unit-based compensation, loss on extinguishment of debt, loss on disposal of assets, insurance recovery (gain), unrealized commodity derivative (gain) loss, other acquisition related costs, and other non-recurring costs. |
2025 NEO STI Awards
2025 NEO STI Awards
2025 NEO STI Awards
| | Base Salary (as of 12/31/25) | STI Target (% of Salary) | STI Target ($) | Performance Factor (as % of Target) | Actual STI Award Paid for 2025 Performance | | John Turner | $920,000 | 115% | $1,058,000 | 45% | $476,100 | | Blake McCarthy | $500,000 | 100% | $500,000 | 45% | $225,000 | | Dathan C. Voelter | $440,000 | 80% | $352,000 | 45% | $158,400 | | Chris Scholla(1) | N/A | N/A | N/A | N/A | $N/A |
2025 NEO STI Awards
| (1) Pursuant to our Change in Control Severance Plan, Mr. Scholla received his target cash bonus amount for 2025 STI award on a prorated basis upon termination as a component of his severance payment and our Executive Chairman, Mr. Brigham, does not participate in the STI Plan. |
Long-term Incentive Plan
Long-term Incentive Plan 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. The Compensation Committee approved increases to most NEOs’ target long-term incentive awards for 2025 to maintain alignment with the competitive market for talent. Mr. Brigham’s 2025 target long-term incentive award value was held flat to 2024. In 2025, our NEOs’ long-term incentive awards consisted of two vehicles, as shown in the table below:
Long-term Incentive Plan
| | Award Mix | | | | | Executive Chairman | CEO | Other NEOs | | Restricted Stock Units (RSUs) | — | 50% | 50% | | Performance Share Units (PSUs) | 100% | 50% | 50% |
Performance Share Units - PSUs
Performance Share Units - PSUs Consistent with last year’s design, vesting of the 2025 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 performance peer group. The payout scale for relative TSR is presented below; this scale requires greater than 60th percentile relative performance to achieve a target (100%) payout. The Company adopted a custom performance peer group for relative TSR measurement for the 2025 PSUs. The performance peer group more closely reflects the Company’s operational characteristics and industry affiliation as compared to the compensation peer group, resulting in a more closely aligned performance measurement against peers. The following companies represent the performance peer group:
Performance Peer Group
Performance Peer Group
Performance Peer Group
| Cactus, Inc. | Liberty Energy Inc. | ProFrac Holding Corp. | | Core Laboratories Inc. | Nabors Industries Ltd. | Select Water Solutions, Inc. | | Expro Group Holdings N.V. | Oil States International, Inc. | Solaris Oilfield Infrastructure, Inc. | | Helmerich & Payne, Inc. | Patterson-UTI Energy, Inc. | | | Innovex International, Inc. | ProPetro Holding Corp. | |
Performance Peer Group
The remaining 25% of the PSU award is based on achieving specified ROCE goals over the three-year performance period. If our absolute shareholder return is negative over the three-year period, the total possible payout is capped at target (100%) payout.
Performance Peer Group
| | Performance | | | | | Performance Component | Weight | Threshold | Target | Maximum | | Relative Total Shareholder Return | 75% | 30th Percentile | 60th Percentile | 90th Percentile | | Measured relative to performance peer group | | | | | | ROCE | 25% | 15% | 20% | 25% | | PSUs earned (% of target) | | 50% | 100% | 200% |
Performance Peer Group
Achievement between payout levels is determined utilizing linear interpolation. If actual achievement for the performance conditions 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 2025 grants of equity-based compensation awards to our NEOs, are presented in the table below.
Restricted Stock Units – RSUs
| | LTIP | PSUs | RSUs | | John Turner | $4,000,000 | 113,960 | 113,960 | | Ben M. “Bud” Brigham | $4,050,000 | 230,769 | — | | Blake McCarthy | $1,700,000 | 48,433 | 48,433 | | Chris Scholla | $1,700,000 | 48,433 | 48,433 | | Dathan C. Voelter | $1,125,000 | 32,051 | 32,051 |
Restricted Stock Units – RSUs
The equity-based compensation awards were granted on March 13, 2025.
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 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 2025, 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 2025 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 compares 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 2025 compensation decisions with the assistance of Meridian. The Compensation Committee approved the following peer group of companies to inform 2025 compensation:
Compensation Peer Group
Compensation Peer Group
Compensation 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.(1) | Patterson-UTI Energy, Inc. | | | Expro Group Holdings N.V. | ProPetro Holding Corp. | |
Compensation Peer Group
| (1) Retained in the peer group as Innovex International |
Compensation Peer Group
In 2025, with Meridian’s assistance, the Compensation Committee approved the following changes to the compensation peer group to reflect M&A in the sector and the competitive landscape for talent: Removed: U.S. Silica Holdings, Inc Added:
Compensation Peer Group
| Archrock, Inc. | NOV, Inc. | Weatherford International plc |
Compensation Peer Group
As shown below, as of July 31, 2025, Atlas was positioned near the median of the 2025 compensation peer group for key measures of financial size (enterprise value, market capitalization and total assets).
Compensation Peer Group
| | Enterprise Value (MM)(a) | Market Cap (MM)(a) | Total Assets (MM)(a) | | Atlas Energy Solutions Inc. | $2,088 | $1,607 | $2,248 | | Relative Percentile Rank Position | 45th percentile | 50th percentile | 49th percentile |
Compensation Peer Group
| (a) Enterprise Value and Market Cap measured as of July 31, 2025; Total Assets reflects most recently reported value as of July 31, 2025. |
Additional Compensation Information
| • | Vested and unvested restricted stock and restricted stock units |
Summary Compensation Table
Summary Compensation Table The following table sets forth the aggregate compensation earned by our NEOs for the fiscal years ended December 31, 2025, 2024 and 2023, to the extent that they were NEOs during the applicable year.
Summary Compensation Table
| Name | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Ben M. “Bud” Brigham Executive Chairman | 2025 | 253,077 | 0 | 4,197,688 | 0 | 4,450,765 | | | 2024 | 469,231 | 0 | 6,290,464 | 0 | 6,759,695 | | | 2023 | 497,692 | 0 | 5,608,333 | 0 | 6,106,025 | | John Turner(3) Chief Executive Officer and President | 2025 | 906,154 | 476,100 | 4,072,930 | 52,834 | 5,508,018 | | | 2024 | 751,923 | 645,040 | 4,496,415 | 11,611 | 5,904,989 | | | 2023 | 515,385 | 611,350 | 1,658,250 | 0 | 2,784,985 | | Blake McCarthy(4) Chief Financial Officer | 2025 | 494,231 | 225,000 | 1,730,995 | 33,638 | 2,483,864 | | | 2024 | 287,308 | 216,888 | 2,284,291 | 258,001 | 3,046,488 | | Dathan C. Voelter(5) General Counsel, Secretary and Chief Compliance Officer | 2025 | 438,403 | 158,400 | 1,145,503 | 162,938 | 1,905,244 | | | 2024 | 416,154 | 230,895 | 1,422,068 | 76,748 | 2,145,865 | | | 2023 | 390,385 | 317,100 | 5,560,628 | 9,900 | 6,278,013 | | Chris Scholla(6)(7) Former Executive Vice President and President of Sand and Logistics | 2025 | 409,615 | 0 | 1,730,995 | 2,100,722 | 4,241,333 | | | 2024 | 428,846 | 329,850 | 1,822,309 | 17,387 | 2,598,392 |
Summary Compensation Table
| (1) The bonuses disclosed in this column reflect discretionary amounts that were earned by the applicable NEOs during the 2025, 2024 or 2023 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 FASB 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, 2025, but assuming no forfeitures. For each NEO the amount reflected in the Stock Awards column represents a combination of RSUs and PSUs. 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 2025. Values for the PSUs within the table above reflect the probable outcome as of the date of grant, which was target. The table below also includes the maximum PSU values achievable as of the date of grant. |
Summary Compensation Table
| Name | RSUs ($) | PSUs (Target) ($) | PSUs (Maximum) ($) | | Ben M. “Bud” Brigham | 0 | 4,049,996 | 8,099,992 | | John Turner | 1,966,950 | 2,072,932 | 4,145,865 | | Blake McCarthy | 835,954 | 880,996 | 1,761,993 | | Dathan C. Voelter | 553,200 | 583,008 | 1,166,015 | | Chris Scholla | 835,954 | 880,996 | 1,761,993 |
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 includes $10,500 in the Company’s matching contributions to Mr. McCarthy’s 401(k) plan account and $23,138 in dividend equivalent rights paid to Mr. McCarthy upon the vesting of RSUs under the terms of the award agreement. |
Summary Compensation Table
| (5) The amount reflected in the All Other Compensation column includes $11,008 in the Company’s matching contributions to Mr. Voelter’s 401(k) plan account and $155,404 in dividend equivalent rights paid to Mr. Voelter upon the vesting of RSUs under the terms of the award agreement. |
Summary Compensation Table
| (6) Mr. Scholla separated from service as the Company’s Executive Vice President and President of Sand and Logistics, effective as of October 21, 2025. |
Summary Compensation Table
| (7) The amount reflected in the All Other Compensation column includes $10,846 in the Company’s matching contributions to Mr. Scholla’s 401(k) plan account, $23,138 in dividend equivalent rights paid to Mr. Scholla upon the vesting of RSUs under the terms of the award agreement and $1,934,472 in severance payments. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides information regarding RSUs and PSUs granted to our NEOs during the fiscal year ended December 31, 2025.
Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Date | Date of Compensation Committee Approval (1) | Threshold (#) | Target (#) | Maximum (#) | | | | Ben M. “Bud” Brigham | 3/13/25 | 2/11/25 | 115,385 | 230,769 | 461,538 | | 4,197,688 | | John Turner | 3/13/25 | 2/11/25 | | | | 113,960 | 1,999,998 | | | 3/13/25 | 2/11/25 | 56,980 | 113,960 | 227,920 | | 2,072,932 | | Blake McCarthy | 3/13/25 | 2/11/25 | | | | 48,433 | 849,999 | | | 3/13/25 | 2/11/25 | 24,217 | 48,433 | 96,866 | | 880,996 | | Dathan C. Voelter | 3/13/25 | 2/11/25 | | | | 32,051 | 562,495 | | | 3/13/25 | 2/11/25 | 16,026 | 32,051 | 64,102 | | 583,008 | | Chris Scholla | 3/13/25 | 2/11/25 | | | | 48,433 | 849,999 | | | 3/13/25 | 2/11/25 | 24,217 | 48,433 | 96,866 | | 880,996 |
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) The amounts in these columns represent the threshold, target and maximum number of PSUs that may become earned pursuant to the PSUs granted to the NEOs during the 2025 Fiscal Year. |
Grants of Plan-Based Awards
| (3) The amounts in this column represent RSUs granted to our NEOs during the 2025 Fiscal Year. |
Grants of Plan-Based Awards
| (4) The amounts in this column represent the aggregate grant date fair value of PSUs and RSUs granted to our NEOs during the 2025 Fiscal Year, calculated in accordance with FASB ASC Topic 718. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table reflects information regarding outstanding equity-based awards held by our NEOs as of December 31, 2025. Upon Mr. Scholla’s separation from service, all of his outstanding equity-based awards were either vested or forfeited.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Unit or Other Rights That Have Not Vested ($)(1) | | Ben M. “Bud” Brigham | 03/13/2025(2) | — | — | 230,769 | 2,173,844 | | | 03/22/2024(2) | — | — | 209,194 | 1,970,607 | | | 03/13/2023(2) | — | — | 277,778 | 2,616,669 | | John Turner | 03/13/2025(3) | 113,960 | 1,073,503.20 | — | — | | | 03/13/2025(2) | — | — | 113,960 | 1,073,503 | | | 03/22/2024(3) | 57,166 | 538,503.72 | — | — | | | 03/22/2024(2) | — | — | 85,744 | 807,708 | | | 03/13/2023(3) | 15,279 | 143,928.18 | — | — | | | 03/13/2023(2) | — | — | 45,833 | 431,747 | | Blake McCarthy | 03/13/2025(3) | 48,433 | 456,238.86 | — | — | | | 03/13/2025(2) | — | — | 48,433 | 456,239 | | | 05/15/2024(3) | 20,169 | 189,991.98 | — | — | | | 05/15/2024(4) | 18,728 | 176,417.76 | — | — | | | 05/15/2024(2) | — | — | 30,251 | 284,964 | | Dathan C. Voelter | 03/13/2025(3) | 32,051 | 301,920.42 | — | — | | | 03/13/2025(2) | — | — | 32,051 | 301,920 | | | 03/22/2024(3) | 18,080 | 170,313.60 | — | — | | | 03/22/2024(2) | — | — | 27,118 | 255,452 | | | 10/04/2023(4) | 69,026 | 650,224.92 | — | — | | | 03/13/2023(3) | 9,260 | 87,229.2 | — | — | | | 03/13/2023(2) | — | — | 27,778 | 261,669 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) The amounts in this column reflect the market value of our Common Stock underlying each NEO’s outstanding equity awards, computed based on the closing price of our Common Stock on December 31, 2025, which was $9.42 per share. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) Reflects the number of PSUs granted to our NEOs in 2025, 2024 and 2023 under the LTIP at 100% of target. The PSUs vest over a three year performance period, beginning in the year of grant, subject to continued employment with the Company. Acceleration provisions are described in further detail within the Potential Payments Upon a Change in Control or Termination section below. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) Reflects the number of RSUs granted to our NEO in each of 2025, 2024 and 2023. The RSUs vest ratably on the first, second and third anniversaries of the date of grant, subject to the NEO’s continued employment with the Company through each vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) Reflects a special, one-time grant of RSUs under the LTIP which vests ratably on the first, second and third anniversaries of the date of grant, subject to the NEO’s continued employment with the Company through each vesting date. |
Stock Vested
Stock Vested The following table provides information for our NEOs on the number of shares acquired upon the vesting of stock awards and the value realized during 2025, in each case before payment of any applicable taxes.
Stock Vested
| | Stock Awards(1) | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Ben M. “Bud” Brigham | — | — | | John Turner | 43,855 | 780,657 | | Blake McCarthy | 19,444 | 248,300 | | Dathan C. Voelter | 87,321 | 1,127,437 | | Chris Scholla(2) | 137,777 | 1,560,081 |
Stock Vested
| (1) Reflects shares received pursuant to RSU awards under the LTIP for grants made in 2023 and 2024 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. |
Stock Vested
| (2) Reflects shares received by Mr. Scholla pursuant to RSU awards under the LTIP for grants made in 2023 and the Management Change in Control Severance Plan upon Mr. Scholla’s termination. |
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 upon a termination of the NEO’s employment either (A) by us without cause as a result of the NEO’s (i) breach of the Severance Plan, (ii) material breach of Company policy, (iii) violation of workplace law, (iv) gross negligence, willful misconduct, breach of fiduciary duty, fraud, theft or embezzlement, (v) conviction or indictment of a felony or law of moral turpitude or (vi) refusal to perform obligations to the Company other than due to disability or (B) by the NEO for good reason as a result of (i) an adverse change in the NEO’s job responsibilities, (ii) a reduction of salary unless comparable reductions are effective for all other similarly situated executives, (iii) a relocation of the NEO’s work location over 50 miles or (iv) a material breach by the Company of its obligations (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 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 an NEO’s Qualifying Termination outside of the period of time beginning six (6) months prior to the occurrence of a Change in Control and ending on the eighteen (18)-month anniversary of the Change in Control (the “Covered Period”) or a termination due to death or disability that prevents an NEO from working for more than 180 days in a calendar year (collectively, a “Non-CIC Termination”), so long as the NEO satisfies the conditions to payment of severance benefits described below, the NEO will be entitled to receive the following severance benefits: (i) a lump sum cash severance payment calculated by multiplying the NEO’s individual severance multiplier (described below) by the aggregate amount of the NEO’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 NEO’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 N’s timely election of continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), a lump sum equal to the employer portion of continued coverage for eighteen (18) months following the separation date for the NEO and the NEO’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 NEO is entitled to reimbursement; and (z) benefits to which the NEO is entitled under the terms of any of our applicable benefit plans or programs (collectively, the “Accrued Benefits”). Change in Control Termination. Upon an NEO’s Qualifying Termination during the Covered Period (a “CIC Termination”), so long as the NEO satisfies the conditions to payment of severance benefits described below, the NEO will be entitled to receive the following severance benefits: (i) a lump sum cash severance payment calculated by multiplying the NEO’s individual severance multiplier by the aggregate amount of the NEO’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 NEO’s target cash bonus award set for the year in which the applicable Qualifying Termination occurs; (iii) subject to the NEO’s timely election of continuation coverage pursuant to COBRA, a lump sum equal to the employer portion of continued coverage for twenty-four (24) months following the separation date for the NEO and the NEO’s spouse and eligible dependents under our health plans; and (iv) the Accrued Benefits. Severance Conditions. Each NEO will receive an individual participation agreement that contains that NEO’s terms of eligibility and any provisions that may be applicable to the NEO 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, 2025, the individual severance multipliers for the NEOs were, with respect to any Non-CIC Termination, 2X for each of Messrs. Brigham and Turner, and 1.5X for each of Messrs. McCarthy and Voelter and, with respect to any CIC Termination, 3X for each of Messrs. Brigham and Turner, and 2X for each of Messrs. McCarthy and Voelter. Payment of the severance benefits under the Severance Plan is subject to a NEO’s execution and non-revocation of a general release of claims and the NEO’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 upon a Qualifying Termination. PSUs. If an NEO’s employment is terminated other than because of a Qualifying Termination or due to death or disability, then the NEO’s PSUs are automatically forfeited without payment upon such termination. If, prior to the end of the performance period, an NEO is terminated by reason of a Qualifying Termination, then the NEO is deemed to have satisfied all service-based employment requirements on a pro-rata basis; if the NEO’s termination is due to death or disability prior to the end of the performance period, then the NEO is deemed to have satisfied all service-based employment requirements in full. With respect to a Qualifying Termination, death or a disability within the first two (2) 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 thirty (30)-day period following the termination. If an NEO’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.
Potential Payments upon a Change of Control or Termination
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, 2025, as applicable. The amounts reported below assume that the price per share of our Common Stock was $9.42, which was the closing price per share of our Common Stock on December 31, 2025 (the last trading day of fiscal year 2025). Mr. Scholla is not reflected in the tables below. In connection with his departure, Mr. Scholla received $1,934,472. Our Board determined that the severance benefits paid to Mr. Scholla were appropriate based on the specific circumstances of his departure. The Board concluded that Mr. Scholla’s departure functioned as an involuntary termination initiated by us, and the severance paid was consistent with the executive’s existing contractual entitlements upon a Qualifying Termination pursuant to the Severance Plan.
2025 Potential Payments Upon Termination or Change-In-Control
2025 Potential Payments Upon Termination or Change-In-Control
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last two completed fiscal years since we became public. We completed our IPO on March 8, 2023, therefore the information for the 2023 year relates solely to the period of time in which we were publicly trading our securities. The table below summarizes compensation values both previously reported in our Summary Compensation Table (SCT), as well as the adjusted values required in this section for the applicable years such as Compensation Actually Paid (CAP). Note that for our NEOs other than our CEO, compensation is reported as an average.
Pay Versus Performance
| Year | SCT Total for PEO1(1)($) | 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 $100 Investment Based On: | | Net Income (Loss) ($)(in thousands) | Adjusted Free Cash Flow(4) ($)(in thousands) | | | | | | | | | Company TSR ($) | Peer Group TSR(3) ($) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | n/a | 5,508,018 | n/a | (2,843,995) | 3,270,301 | (3,691,845) | 52.33 | 94.72 | (50,304) | 152,505 | | 2024 | 6,759,695 | 5,904,989 | 10,141,460 | 6,362,061 | 2,596,915 | 3,530,113 | 123.22 | 85.53 | 59,944 | 251,340 | | 2023 | 6,106,025 | n/a | 6,712,280 | n/a | 4,531,499 | 4,674,888 | 95.57 | 96.83 | 226,493 | 291,131 |
Pay Versus Performance
| (1) The principal executive officer (“PEO”) and the non-PEO NEOs for each year are as follows: |
Pay Versus Performance
| a. | 2025: Our PEO2 was Mr. Turner. The non-PEO NEOs were Messrs. Brigham, McCarthy, Voelter and Scholla. |
Pay Versus Performance
| b. | 2024: Our PEO1 was Mr. Brigham for a portion of the year and PEO2 was Mr. Turner for a portion of the year. The non-PEO NEOs were Messrs. McCarthy, Scholla and Voelter. |
Pay Versus Performance
| c. | 2023: Our PEO1 was Mr. Brigham for the entire year and our non-PEO NEOs were Mr. Turner and Mr. Voelter. |
Pay Versus Performance
| (2) See the tables below for a reconciliation of SCT Compensation and CAP. |
Pay Versus Performance
| (3) The Peer Group TSR is calculated based on the PHLX Oil Service Index, which is the same index peer group that we have used in our performance graph pursuant to Item 201(e) of Regulation S-K. |
Pay Versus Performance
| (4) Adjusted Free Cash Flow is defined as Adjusted EBITDA less Maintenance Capital Expenditures. We define Adjusted EBITDA as net income before depreciation, depletion and accretion expense, amortization expense of acquired intangible assets, interest expense, income tax expense, stock and unit-based compensation, loss on extinguishment of debt, loss on disposal of assets, insurance recovery (gain), unrealized commodity derivative (gain) loss, other acquisition related costs, and other non-recurring costs. |
Pay Versus Performance
| | PEO1 2023 ($) | PEO1 2024 ($) | PEO2 2024 ($) | PEO2 2025 ($) | | PEO Summary Compensation Table Totals | 6,106,025 | 6,759,695 | 5,904,989 | 5,508,018 | | Add (Subtract): | | | | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (5,608,333) | (6,290,464) | (4,496,415) | (4,072,930) | | Fair value at year end of equity awards granted during the year | 6,214,588 | 5,064,587 | 3,977,664 | 1,419,657 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | 0 | 4,607,643 | 911,813 | (5,506,692) | | Change in fair value of equity awards granted in prior years that vested during the year | 0 | 0 | 64,011 | (192,047) | | Equity awards granted in prior years that were forfeited during the year | 0 | 0 | 0 | 0 | | Dividends or other earnings paid on equity awards during the year(1) | 0 | 0 | 0 | 0 | | Total Equity Award Related Adjustments | 606,255 | 3,381,766 | 457,073 | (8,352,013) | | Compensation Actually Paid Totals | 6,712,280 | 10,141,460 | 6,362,061 | (2,843,995) |
Pay Versus Performance
| (1) Dividend equivalent rights are paid upon vesting of the applicable award and are included in “Other Compensation” in the Summary Compensation Table. |
Pay Versus Performance
| | 2023 ($) | 2024 ($) | 2025 ($) | | Non-PEO NEOs Summary Compensation Table Totals | 4,531,499 | 2,596,915 | 3,270,301 | | Add (Subtract): | | | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (3,609,439) | (1,842,890) | (2,201,295) | | Fair value at year end of equity awards granted during the year | 3,752,828 | 1,652,835 | 576,736 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | 0 | 894,983 | (4,715,556) | | Change in fair value of equity awards granted in prior years that vested during the year | 0 | 228,269 | (622,031) | | 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 | 143,389 | 933,198 | (6,962,146) | | Average Compensation Actually Paid Totals | 4,674,888 | 3,530,113 | (3,691,845) |
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 second year that we are required to provide the Pay Versus Performance Section. We are including 2023, 2024 and 2025 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. In 2025, our non PEO NEOs consisted of Messrs. Brigham, McCarthy, Voelter and Scholla.
Pay Ratio Disclosure
Pay Ratio Disclosure 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. Turner, our President and Chief Executive Officer. For 2025, our last completed fiscal year:
Pay Ratio Disclosure
| • | The median of the annual total compensation of all employees of our company (other than the Chief Executive Officer) was $91,272. |
Pay Ratio Disclosure
| • | The annual total compensation of Mr. Turner was $5,508,018. |
Pay Ratio Disclosure
| • | Based on this information, for 2025 the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees (“CEO Pay Ratio”) was reasonably estimated to be 60 to 1. |
Pay Ratio Disclosure
To calculate the CEO Pay Ratio we must identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our Chief Executive Officer. To these ends, we took the following steps:
Pay Ratio Disclosure
| • | We determined that, as of December 31, 2025, our employee population consisted of approximately 1,200 individuals. This population consisted of our full-time and part-time employees, as we do not have temporary or seasonal workers. |
Pay Ratio Disclosure
| • | We used a consistently applied compensation measure to identify our median employee of comparing the amount of salary or wages, bonuses, equity, fringe benefits, leave benefits and company contributions under our 401(k) plan. We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. For individuals hired after January 1, 2025 that were included in the employee population, we calculated these compensation elements on an annualized basis. We did not make any cost-of-living adjustments in identifying the median employee. |
Pay Ratio Disclosure
| • | We combined all of the elements of the median employee’s compensation for the 2025 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of |
Pay Ratio Disclosure
$91,272.
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 2027 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 7, 2027, and no later than February 6, 2027; provided, however, that if our 2027 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 2027 Annual Meeting is first made by the Company.