DEF 14A of ProFrac Holding Corp., Apr 19, 2024

DEF 14A of ProFrac Holding Corp.

Filed Apr 19, 2024 · FY20230001193125-24-102896

Open on EDGAR

  1. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS Our Board currently consists of six (6) directors. All of our current directors will stand for re-election at the Annual Meeting. Our Board proposes that each of the nominees named below be elected as a director for a one-year term expiring at our 2025 Annual Meeting of Stockholders, or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. Unless otherwise instructed, shares represented by proxies will be voted “FOR” the election of each of the nominees named below. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than six (6) directors. Stockholders may not cumulate votes for the election of directors.

  2. Nominees to Our Board

    Nominees to Our Board The nominees and their ages, occupations and lengths of service on our Board as of the date of the Proxy are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

  3. Nominees to Our Board

    | Name | Age | Position | Director Since | | Matthew D. Wilks | 41 | Executive Chairman | May 2022 | | Theresa Glebocki (1)(2) | 62 | Director | May 2022 | | Gerald Haddock (1)(2) | 76 | Director | May 2022 | | Sergei Krylov | 46 | Director | May 2022 | | Stacy Nieuwoudt (1)(2) | 44 | Director | May 2022 | | James C. Randle, Jr. | 63 | Director | January 2023 |

  4. Nominees to Our Board

    | (1) Members of our Audit Committee |

  5. Nominees to Our Board

    | (2) Members of our Compensation Committee |

  6. Nominees to Our Board

    Matthew D. Wilks has served as Executive Chairman of our Board since May 2022 and has served as President of ProFrac Services, LLC. since October 2018. Previously, Mr. Wilks served as Chief Financial Officer of ProFrac Services, LLC from May 2017 to August 2021, and returned to ProFrac Services, LLC as interim Chief Financial Officer from January 2022 until March 2022. Mr. Wilks has also served as Vice President, Investments for the Wilks Brothers, LLC since January 2012. From 2010 to 2012, Mr. Wilks served as Vice President of Logistics for FTS International, Inc. In June 2022, Mr. Wilks was appointed to and continues to serve on the board of directors for Flotek Industries, Inc., a chemistry technologies company serving the oil and gas industry. Additionally, Mr. Wilks served as a member of the board of directors of Approach Resources, Inc., an E&P company focused on the exploration, development and production of unconventional oil and gas resources in the United States. We believe that Mr. Wilks’ background in numerous roles specific to ProFrac and his familial connection to ProFrac’s founders as the son of Dan Wilks and nephew of Farris Wilks, allow him to engage in board deliberations with valuable insight and experience. Theresa Glebocki has served on our Board since May 2022 and currently serves as Chairwoman of the Audit Committee and as a member of the Compensation Committee. In March 2023, Ms. Glebocki was appointed to serve as President and General Manager of Delaware Park Racing Association. Ms. Glebocki formerly served as Chief Executive Officer of Ocean Casino from December 2019 through October 2021. From February 2019 to December 2019, Ms. Glebocki served as Chief Financial Officer of Ocean Casino. Prior to that, Ms. Glebocki served as Executive Vice President, Chief Financial Officer, and Treasurer of Tropicana Entertainment Inc. from April 2015 to October 2018. Ms. Glebocki has also served as Vice President of Finance and Chief Financial Officer of Revel Entertainment Group LLC from June 2007 to April 2015. Ms. Glebocki holds a B.S. from Lehigh University. We believe that Ms. Glebocki’s leadership skills and experience, including serving as an executive officer for several companies, will bring valuable insights to our Board and qualifies her to serve as a director. Gerald Haddock has served on our Board since May 2022 and currently serves as a member of each of the Audit Committee and Compensation Committee. Mr. Haddock founded Haddock Enterprises, LLC in 2000 and has served as its President since such time. Mr. Haddock was appointed to serve as a director of Silver Star Properties Reit Inc. in June 2000 and currently serves as Executive Chairman and Chief Executive Officer. He has also served as a director of Meritage Homes Corporation since January 2005, and was appointed as chairman of its nominating and corporate governance committee in January 2006, having previously served on the audit committee from January 2009 to December 2018. Previously, Mr. Haddock served as a director of Union Acquisition Corp. I. and Union Acquisition Corp. II. From 1986 to 2020, Mr. Haddock served as director of Valaris, Plc. (formerly ESCO International, Plc.) where he led much of its mergers and acquisitions and oversaw strategic development. Mr. Haddock formerly served as President and Chief Operating Officer of Crescent Real Estate Equities Company from 1994 to 1999, including serving as its Chief Executive Officer from 1996 to 1999. Mr. Haddock serves on the board of the CEELI Institute and has previously served on the board of trustees for Baylor College of Medicine in Houston and as a member of various other committees for Baylor University and at Baylor College of Medicine. Those committees included the Executive Investment Committee at Baylor University and Baylor College of Medicine. Mr. Haddock has also previously served on the board of the M.D. Anderson Proton Therapy Education and Research Foundation. Mr. Haddock holds a B.B.A and J.D. from Baylor University. He also holds an L.L.M in Taxation from New York University School of Law and an M.B.A. from Dallas Baptist University. We believe that Mr. Haddock’s significant and extensive experience advising multiple companies across a breadth of industries, combined with his understanding and background in business will bring proven leadership and business and industry acumen to the Board and make him qualified to serve as a director. Sergei Krylov has served on our Board since May 2022. Mr. Krylov has been in the energy industry for more than 20 years as an executive officer, an investment banker and an investor. Currently, Mr. Krylov serves as Investment Partner and Chief Financial Officer of Wilks Brothers, LLC. Prior to that, from September 2019 to December 2020, Mr. Krylov served as President and Chief Executive Officer at Approach Resources Inc., a Nasdaq listed exploration and production company focused on Permian basin (“Approach”). He was previously the Chief Executive Officer and Chief Financial Officer at Approach from April 2019 to September 2019. And from January 2014 to April 2019, Mr. Krylov served as Executive Vice President and Chief Financial Officer at Approach. From 2000 to 2013, Mr. Krylov worked at J.P. Morgan Securities LLC in the Energy Investment Banking group in New York and Houston, where he most recently served as Managing Director. In addition, he currently serves as a board director at Dawson Geophysical Company. During his career Mr. Krylov has executed numerous mergers and acquisitions, capital markets offerings and financial restructurings. Mr. Krylov holds a B.B.A. in Finance from Pace University. We believe that Mr. Krylov’s skills and experience, particularly his financial expertise and understanding of capital markets, knowledge of the oil and gas industry and his public company executive experience make him qualified to serve as a director. Stacy Nieuwoudt has served on our Board since May 2022 and currently serves as Chairwoman of the Compensation Committee and as a member of the Audit Committee. From November 2017 through the present, Ms. Nieuwoudt has been a private investor. From November 2017 to November 2019, Ms. Nieuwoudt served as a Senior Energy and Industrials Analyst at Aptigon Capital, a Citadel Company. Prior to that, Ms. Nieuwoudt served as an Energy Equities Analyst at Surveyor Capital, a Citadel Company, from September 2010 to November 2017. Since January 2021, Ms. Nieuwoudt has served as a director of Independence Contract Drilling. Ms. Nieuwoudt holds a B.A. from Rice University. We believe that Ms. Nieuwoudt’s skills and experience, particularly her specialized knowledge, background and expertise in the energy industry, combined with her understanding of capital markets and career- long experience covering the energy industry qualify her to serve on our Board. James C. “Coy” Randle, Jr. has served on our Board since January 2023. Mr. Randle joined ProFrac in May 2018 as the Senior Vice President of Operations and Maintenance and in October 2018, was appointed the Chief Operating Officer and served in that role from October 2018 to January 2023. Mr. Randle has over 41 years’ experience in the energy industry. Prior to joining ProFrac, Mr. Randle provided technical consulting services for Nolan Transportation Group. Mr. Randle served as President and Chief Operating Officer of FTS International, Inc. from March 2010 to October 2015 and as Senior Vice President of Operations from January 2008 to March 2010. We believe that Mr. Randle’s significant and extensive experience in the energy industry, combined with his understanding and background in business will bring proven leadership and business and industry acumen to the Board and make him qualified to serve as a director.

  7. Director Compensation

    Director Compensation We have adopted a comprehensive director compensation program in order to attract and retain qualified non-employee directors who are essential to our future success, growth, and governance. Under the director compensation program, during 2023, each non-employee director was entitled to receive the following compensation:

  8. Director Compensation

    | • | an annual cash retainer of $95,000 for each calendar year; |

  9. Director Compensation

    | • | an additional cash retainer of $20,000 for the chair of the Audit Committee; |

  10. Director Compensation

    | • | an additional cash retainer of $15,000 for the chair of the Compensation Committee; |

  11. Director Compensation

    | • | an annual equity-based award with an aggregate fair market value of approximately $150,000 on the grant date that will vest following a one-year vesting period; and |

  12. Director Compensation

    | • | an additional cash fee of $1,500 for attendance at each meeting of our Board or a committee thereof. |

  13. Director Compensation

    In addition to the annual equity-based award described above, following the completion of our initial public offering (“IPO”) on May 17, 2022, our then existing non-employee directors received a one-time equity-based award with an aggregate fair market value of approximately $285,000 on the applicable grant date that has vested or will vest in substantially equal installments on each of the first, second and third anniversaries of the completion of our IPO. Both awards were granted in the form of RSU awards. Additionally, following Coy Randle’s tenure with the Company as Chief Operating Officer, the Company entered into a Consulting Agreement with Mr. Randle on January 13, 2023 (the “Randle Agreement”) in connection with Mr. Randle’s promotion to a member of the Board. Under the Randle Agreement, Mr. Randle received an annual fee of $200,000, the incremental cost associated with use of a Company vehicle, and the amount of health insurance premiums paid on Mr. Randle’s behalf by the Company. For more information on the Randle Agreement, see the Company’s Form 8-K filed with the SEC on January 12, 2023.

  14. Director Compensation Table for 2023 Fiscal Year

    Director Compensation Table for 2023 Fiscal Year The table below sets forth the compensation of our non-employee directors received for the fiscal year ended December 31, 2023.

  15. Director Compensation Table for 2023 Fiscal Year

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Theresa Glebocki | 217,000 | 150,000 | 367,000 | | Gerald Haddock | 195,000 | 150,000 | 345,000 | | Sergei Krylov | 125,000 | 150,000 | 275,000 | | Stacy Nieuwoudt | 212,000 | 150,000 | 362,000 | | Coy Randle | 327,199(3) | 150,000 | 477,199 |

  16. Director Compensation Table for 2023 Fiscal Year

    | (1) Represents the grant date fair value of awards granted during the indicated year, as determined in accordance with ASC Topic 718, Compensation — Stock Compensation. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Please see the discussion of the assumptions made in the valuation of these awards in “Note 10—Stock-Based Compensation” to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. Generally, the full grant date fair value is the amount that we would expense in our financial statements over the award’s vesting schedule. These amounts reflect our accounting expense, and do not correspond to the actual value that will be recognized by the director. |

  17. Director Compensation Table for 2023 Fiscal Year

    | (2) As of December 31, 2023, the number of unvested restricted stock unit awards held by our directors was 63,855. |

  18. Director Compensation Table for 2023 Fiscal Year

    | (3) Amount includes all fees and payments earned under the Randle Agreement. |

  19. Non-Employee Director Compensation Arrangements

    Non-Employee Director Compensation Arrangements Under the director compensation program, members of our Board who are also employees will not receive additional compensation for their service as directors. Each director is entitled to be reimbursed for reasonable and necessary travel and miscellaneous expenses incurred to attend meetings and activities of the Board or any of its committees. Each director is also indemnified by us for actions associated with serving as a director to the fullest extent permitted under Delaware law.

  20. OUR BOARD RECOMMENDS A VOTE “FOR” ALL NOMINEES FOR ELECTION AS DIRECTORS FOR PROPOSAL NO. 1

    OUR BOARD RECOMMENDS A VOTE “FOR” ALL NOMINEES FOR ELECTION AS DIRECTORS FOR PROPOSAL NO. 1

  21. 2023 Compensation Highlights

    | • | Annual incentives: Designed and implemented a new, formulaic approach that places an emphasis on Company profitability and reinforces employee safety, but also allows flexibility to recognize and reward other key corporate performance achievements, as well as differentiate for individual contributions. Actual payouts depend on the achievement of financial, operational and individual performance objectives and can range from 0% to 200% of each NEO’s target award amounts. Based on our performance in 2023, there were no annual incentive payouts. Please see page 25 of this CD&A for details. |

  22. 2023 Compensation Highlights

    | • | Long-term incentives: Approved an equity award structure using a mix of 60% performance share units (“PSUs”) and 40% restricted stock units (“RSUs”) under our 2022 Long-Term Incentive Plan (the “2022 LTIP”). The PSUs are intended to reward achievement of financial goals and other key corporate performance achievement goals measured annually over the course of three years, with any settlement of such PSUs to be after the end of each one-year performance period. RSUs vest in equal annual installments over three years and become fully vested on the third anniversary following the grant date. Please see page 26 of this CD&A for details. |

  23. Best Compensation Practices & Policies

    | What We Do | | What We Don’t Do | | | ✓ | Emphasize variable pay over fixed pay, with a significant portion tied to our performance results | × | No executive pension or retirement plans | | ✓ | Maintain a robust clawback policy | × | No pledging or hedging of Company securities by directors and executive officers | | ✓ | Annual say-on-pay vote | × | No automatic or guaranteed salary increases or bonuses | | ✓ | Annual risk assessment of compensation practices | × | No single trigger change in control payments | | ✓ | Use an independent compensation consultant; although not required under the Nasdaq rules, all members of our Compensation Committee are also “independent” within the meaning of the Exchange Act and the Nasdaq listing standards | × | No significant perquisites | | ✓ | Annual Compensation Committee review of compensation philosophy and strategy | × | No tax gross-ups on severance or other payments in connection with a change in control | | ✓ | Deliver rewards based on achievement of both short-term and long-term objectives | | | | ✓ | Limit perquisites to items that serve a reasonable business purpose | | |

  24. Compensation Philosophy and Objectives

    | • | Offer incentives designed to achieve short and long-term business objectives that drive calculated and appropriate risk-taking, while encouraging free cash flow and cost efficiency. |

  25. The Decision-Making Process

    | • | The executive officer’s contribution to promoting the long-term growth and increased stockholder value of the Company. |

  26. The Decision-Making Process

    In 2023, the Executive Chairman and the CEO worked with the Company’s then-current Chief Administrative Officer and management team to develop recommendations to the Committee regarding particular design and metric elements of ProFrac’s compensation program for its executive officers. The Committee reviewed the recommendations and determined the final compensation amounts as to each executive officer, including the NEOs. The Committee then presented all approved compensation amounts to the Board for its final approval, consistent with the Committee’s discretion under the Charter. Role of the Compensation Committee’s Independent Compensation Consultant. Pursuant to its Charter, the Committee may select and retain an independent compensation consultant to recommend, among other things, compensation practices and awards. The Committee is responsible for the oversight of any work any such consultant performs. The Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”), an established, national executive compensation consultant, to review and provide recommendations concerning all aspects of ProFrac’s executive compensation program. Pearl Meyer performs services solely on behalf of the Committee and has no affiliation or relationship with the Company or its executive officers. Pearl Meyer assists the Committee in identifying the Company’s peer group companies for purposes of benchmarking its executive compensation program. Pearl Meyer also assists the Committee in developing appropriate incentives that connect pay with performance. The Committee has conducted an independence assessment of Pearl Meyer in accordance with Nasdaq rules and concluded that Pearl Meyer is independent. Peer Group. The Committee strives to set a competitive level of total compensation for each NEO as compared with the total compensation of executive officers in similar positions at peer companies. For purposes of setting the 2023 compensation levels, in conjunction with the recommendation of Pearl Meyer, the Committee took into account publicly-available data for a group of publicly-traded companies operating in our industry during the relevant review period. In selecting the companies in our peer group, the Committee considered a variety of factors, including the length of time that the Company has been public, stock price performance and anticipated growth. The Committee approved the following compensation peer group that was used for reference in making compensation decisions for 2023:

  27. The Decision-Making Process

    | 2023 Compensation Peer Group | | | | | | Cactus, Inc. | ChampionX Corporation | Helmerich & Payne, Inc. | Liberty Energy Inc. | NexTier Oilfield Solutions Inc. | | NOV Inc. | Patterson-UTI Energy, Inc. | ProPetro Holding Corp. | U.S Silica Holdings, Inc. | Weatherford International plc. |

  28. Base Salary

    | • | The position of the NEO’s base salary and the base salary of similarly-situated executives within ProFrac’s peer group; |

  29. 2023 Annual Incentive Award

    2023 Annual Incentive Award Our NEOs have the opportunity to earn a performance-based annual cash incentive award to reward the Company’s and NEO’s achievement of near-term performance goals and to reinforce the Company’s short-term goals and strategic initiatives. Each year, the Committee establishes target annual incentive opportunities expressed as a percentage of base salary based on the NEO’s level of responsibility and their ability to impact overall results. The Committee also considers market data, including peer group data, in setting target award amounts. Target award opportunities were increased from the 2022 target opportunities to align with competitive market practice and for 2023 were as follows:

  30. 2023 Annual Incentive Award

    | | 2023 Base Salary | Target Annual Incentive Opportunity (%) | Target Annual Incentive Opportunity ($) | | Matthew D. Wilks | $475,000 | 100% | $475,000 | | Johnathan L. Wilks | $475,000 | 125% | $593,750 | | Lance Turner | $450,000 | 100% | $450,000 | | Blaine Wilbanks | $400,000 | 70% | $280,000 | | Matt Greenwood | $400,000 | 70% | $280,000 | | Robert Willette | $450,000 | 100% | $450,000 | | Heather Klein | $375,000 | 70% | $262,500 |

  31. 2023 Annual Incentive Award

    2023 Performance Goals and Results. For 2023, the Committee designed and implemented a new, formulaic approach to the performance-based cash annual incentive award, which places an emphasis on profitability and reinforces safety, but also allows flexibility to recognize and reward other key corporate performance achievements, as well as differentiate for individual contributions. Actual payouts depend on the achievement of certain financial, operational and individual performance objectives and can range from 0% to 200% of target award amounts. The NEOs’ annual incentive award is driven by the following mix of performance metrics:

  32. 2023 Annual Incentive Award

    | Performance Metrics | Weight | Why We Use It | | Adjusted EBITDA | 40% | We use Adjusted EBITDA because it provides a useful illustration of our financial performance and the ongoing operations of our business, since the adjustments exclude certain expenses that are not indicative of our recurring core operating results. This facilitates better comparisons to our historical performance and our competitors’ operating results. Using the Adjusted EBITDA metric for the annual incentive award represents a key performance expectation among the NEO leadership team and incentivizes them to deliver exceptional results to align with stockholder expectations and value. | | Safety | 10% | We are committed to conducting business with the highest standards of ethics and fairness in all business activities, and keeping our employees, customers and communities safe is a top priority. We measure safety based on qualitative review of total recordable incident rate (“TRIR”) and lost time incident rate (“LTIR”) results. TRIR is the frequency rate of all injuries that meets the definition of a recordable injury per OSHA recordkeeping guidelines, which identify factors including but not limited to the number of stitches per injury, fractures, medications prescribed, etc. LTIR is the frequency rate of injuries in which the employee cannot return to work in any capacity and typically involve more severe injuries. | | Other Corporate Achievements | 25% | In order to continue to promote expansion and growth, ensuring our senior leadership team is focused on short-term financial and non-financial objectives that are designed to strongly position us for the future is a critical part of our business strategy, and having the flexibility to recognize key accomplishments is an important incentive tool. | | Individual Contributions | 25% | The Compensation Committee also takes into consideration individual achievement against key objectives tied to each of the NEO’s areas of responsibility, as defined in their respective performance plans. |

  33. 2023 Annual Incentive Award

    2023 Annual Incentive Award Payouts. Based on actual performance and the Committee’s assessment of results, none of the NEOs received an annual incentive award for 2023, which is reflected in the following table:

  34. 2023 Annual Incentive Award

    | | 2023 Target Annual Incentive Opportunity ($) | Actual 2023 Annual Incentive Award(1) | | Matthew D. Wilks | $475,000 | $0 | | Johnathan L. Wilks | $593,750 | $0 | | Lance Turner | $450,000 | $0 | | Blaine Wilbanks | $280,000 | $0 | | Matt Greenwood | $280,000 | $0 |

  35. 2023 Annual Incentive Award

    | (1) Mr. Willette and Ms. Klein were not entitled to an annual incentive award for 2023 due to their terminations from employment with the Company on September 6, 2023. |

  36. Long-Term Equity Incentives

    Long-Term Equity Incentives Long-term equity incentive awards under the Company’s 2022 LTIP (“LTIP Awards”) are designed to promote a balanced focus on driving financial performance, retaining key talent, motivating NEOs to increase stockholder value and therefore aligning the interests of our NEOs with those of our stockholders. For 2023, the Committee granted LTIP Awards as follows:

  37. Long-Term Equity Incentives

    | Equity Incentive | Weight | Description | | | Performance Share Units (PSUs) | 60% | • Rewards achievement of financial goals and other key corporate performance achievement goals measured annually over a three-year performance period consisting of annual performance review cycles; • Payouts can range between 0% and 200% of target, depending on actual performance; • Final payouts are settled in shares of Company Common Stock after the end of the three-year performance period; and • Performance is assessed against the following mix of performance measures, which are weighted to provide a comprehensive and balanced evaluation of our long-term business performance: | | | | | Measure | Weight | | | | Adjusted EBITDA | 1/3 | | | | Adjusted Free Cash Flow | 1/3 | | | | Other Corporate Achievements | 1/3 | | Restricted Stock Units (RSUs) | 40% | • RSUs vest in equal 1/3 tranches on each anniversary of the award date for three years following the award date; and • Payouts are settled in shares of Company Common Stock when vested. | |

  38. Long-Term Equity Incentives

    2023 Target Long-Term Incentive Award Grants. The Committee reviews and determines LTIP Award levels based, among other items, on market data and the position and responsibilities of each NEO. Target LTIP Awards are determined based on a percentage of base salary, taking into account the performance of the Company’s Common Stock. Relinquished Award Amounts. Prior to the 2023 LTIP Award grant date, Messrs. Matthew D. Wilks and Johnathan L. Wilks each elected to receive 58.4% of their respective approved LTIP Awards in an effort to more closely align their total compensation with that of the other members of the NEO leadership team (the “Relinquished LTIP Awards”). As a result, Mr. Matthew D. Wilks’s final target LTIP Award represented 218% of his base salary, and Mr. Johnathan L. Wilks’s final target LTIP Award represented 202% of his base salary. After giving effect to the Relinquished Awards, approximately 2,542,708 shares of ProFrac Common Stock remained available for issuance under the 2022 LTIP. True-Up Grants. In connection with and following the completion of our IPO, in May 2022, Messrs. Matthew D. Wilks, Johnathan L. Wilks, Turner, Wilbanks, Greenwood, and Willette each received an annual equity award in the form of restricted stock units (the “IPO Awards”). The terms of the IPO Awards provided for additional “true-up” grants of restricted stock units (“RSUs”), which were awarded to each of Messrs. Matthew D. Wilks, Johnathan L. Wilks, Turner, and Willette in fiscal year 2022. The Company awarded Messrs. Wilbanks and Greenwood similar true-up grants of 2,132 RSUs and 30,219 RSUs on April 17, 2023, all of which became fully-vested on May 17, 2023 due to Messrs. Wilbanks’ and Greenwood’s continued employment through such vesting date. The table below shows the LTIP Award values for fiscal year 2023 for each of the NEOs:

  39. Long-Term Equity Incentives

    | | PSUs ($) | RSUs ($) | Total Target Award Value(1)(2) ($) | | Matthew D. Wilks | $622,110 | $414,740 | $1,036,850(3) | | Johnathan L. Wilks | $578,297 | $385,535 | $963,932(3) | | Lance Turner | $900,000 | $600,000 | $1,500,000 | | Blaine Wilbanks | $570,000 | $753,205(4) | $1,323,205(4) | | Matt Greenwood | $570,000 | $406,330 | $976,330(4) | | Robert Willette | $810,000 | $540,000 | $1,350,000 | | Heather Klein | $510,000 | $340,000 | $850,000 |

  40. Long-Term Equity Incentives

    | (1) The number of underlying shares of Common Stock for the PSUs and RSUs (other than with respect to the True-Up Grants) were determined based on the closing price of our Common Stock on the March 31, 2023 award date approved by the Committee. For such awards, the “grant date” pursuant to ASC Topic 718, Compensation — Stock Compensation occurred on various dates between June 20 — July 17, 2023 (collectively, the “July 2023 Grant Dates”). The Total Target Award Value represents the number of RSUs or PSUs specific to each grant multiplied by the closing price of the Company’s Common Stock on April 17, 2023 (with respect to the True-Up Grants) and March 31, 2023 (with respect to awards of PSUs and RSUs other than the True-Up Grants). The PSU and RSU grant date fair values as described in the Summary Compensation Table and Executive Compensation Tables below are based on the April 17, 2023 or July 2023 Grant Dates (as applicable) as determined in accordance with ASC Topic 718, Compensation — Stock Compensation, taking into consideration, among other factors, the probable outcome of any performance conditions. |

  41. Long-Term Equity Incentives

    | (2) Assuming the highest level of performance conditions will be achieved, the maximum LTIP Award for each NEO is 200% of the Total Target Award Value. |

  42. Long-Term Equity Incentives

    | (3) Represents the Total Target Award Value as described in FN 1 above after giving effect to the Relinquished Awards (see “Relinquished Award Amounts” above). |

  43. Long-Term Equity Incentives

    | (4) Includes the award value of the True-Up grants based on the closing price of our Common Stock on the April 17, 2023 grant date ($12.35 per share). |

  44. Long-Term Equity Incentives

    A Closer Look at PSUs. The actual number of PSUs that are earned and vested is based on the achievement of Adjusted EBITDA and Adjusted Free Cash Flow goals, and other key corporate performance achievements. Specifically, actual awards are linked to a three-year performance period (January 1, 2023 — December 31, 2025) that consists of three annual performance review cycles. The performance measures for the 2023 — 2025 PSU grant are as follows:

  45. Long-Term Equity Incentives

    | • | Adjusted EBITDA. We use Adjusted EBITDA because it provides a useful illustration of our goals for long-term financial performance and the ongoing operations of our business, since the adjustments exclude certain expenses that are not indicative of our recurring core operating results. In addition to its use as a key metric in motivating NEOs to deliver exceptional short-term results in connection with annual incentive awards, we also recognize the importance of its use as a measure of long-term capital discipline. See FN 1 on page 20 of the Executive Summary for the definition of “Adjusted EBITDA.” |

  46. Long-Term Equity Incentives

    | • | Adjusted Free Cash Flow. We use Adjusted Free Cash Flow because it is a strong indicator of profitability adjusted for non-cash expenses and capital investment and is an important liquidity measure for stockholders and management to assess the business’s ability to generate cash. See FN 2 on page 20 of the Executive Summary for the definition of “Adjusted Free Cash Flow.” |

  47. Long-Term Equity Incentives

    | • | Other Corporate Achievements. Our philosophy for recognizing other corporate achievements as part of long-term incentives is similar to that of our annual incentives — at this point in our business lifecycle as a young public company, it’s critical for the leadership team to be focused on various strategic and operational objectives, and for the Compensation Committee to have the flexibility to recognize the key accomplishments that are directly linked to creating long-term stockholder value. |

  48. Long-Term Equity Incentives

    Vesting of 2023 PSUs. Based on actual performance and the Committee’s assessment of the results specific to the performance-based metrics described above, no PSUs specific to the January 1, 2023 — December 1, 2023 performance period vested with respect to NEO’s LTIP Award, which is reflected in the following table:

  49. Long-Term Equity Incentives

    | | 2023 Target Annual PSU Opportunity ($) | Vesting of 2023 Performance Period PSUs ($)(1) | | Matthew D. Wilks | $622,110 | $0 | | Johnathan L. Wilks | $578,297 | $0 | | Lance Turner | $900,000 | $0 | | Blaine Wilbanks | $570,000 | $0 | | Matt Greenwood | $570,000 | $0 |

  50. Long-Term Equity Incentives

    | (1) Mr. Willette and Ms. Klein forfeited their LTIP Award PSUs on September 6, 2023 due to their resignations of employment with the Company. |

  51. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not have any executive retirement plans or other nonqualified deferred compensation plans.

  52. Employment Agreements

    Employment Agreements Messrs. Turner, Greenwood, Willette, and Ms. Klein each entered into an employment agreement with the Company on June 7, 2022, and Mr. Wilbanks entered into an employment agreement with the Company on January 13, 2023 (collectively, the “NEO Employment Agreements”). The NEO Employment Agreements each provide for an initial term of one year, with automatic renewal for successive one-year periods thereafter unless the terminating party provides 90 days’ notice of non-renewal to the other party prior to the end of the then-applicable one-year term. The last day of the current term for Messrs. Turner and Greenwood is June 7, 2024. Mr. Willette and Ms. Klein’s employment terminated on September 6, 2023. Mr. Wilbanks’s employment ended as of his termination date on February 5, 2024. ProFrac has not entered into employment agreements with either of Messrs. Johnathan L. Wilks or Matthew D. Wilks. In addition to the payments and benefits described in the “Primary Elements of Compensation” section described above, the NEOs subject to the NEO Employment Agreements are each entitled to certain payments and benefits in the event of a termination of employment as described in the following paragraphs.

  53. Potential Payments Upon Termination of Employment under the NEO Employment Agreements

    Potential Payments Upon Termination of Employment under the NEO Employment Agreements The following discussion describes the amounts and benefits that would have been owed to Messrs. Turner, Greenwood and Wilbanks under their respective NEO Employment Agreement in the event of a termination of employment with the Company as of December 31, 2023. As of December 31, 2023, neither Mr. Johnathan L. Wilks, nor Mr. Matthew D. Wilks was entitled to any payments upon a termination of employment. Due to their resignation from the Company on September 6, 2023, Mr. Willette and Ms. Klein would not have been entitled to any payments on termination as of December 31, 2023. See “Separation Agreements” on page 30 below. Non-Renewal, Voluntary Termination, or Termination for Cause In the event that Mr. Turner’s, Mr. Greenwood’s, or Mr. Wilbanks’s employment had terminated as of December 31, 2023 by the executive without Good Reason, by the Company for Cause (as each term is defined below), or upon the end of the then-applicable employment term following provision of the 90-day notice of non-renewal, then the Company would pay any unpaid base salary and approved by unreimbursed business expenses (the “Accrued Obligations”) when due under applicable law. Termination without Cause or Resignation for Good Reason Under the NEO Employment Agreements, in the event that Messrs. Turner, Greenwood, or Wilbanks’s employment were to be terminated by ProFrac without Cause or due to their resignation for Good Reason (as each term is defined below), other than pursuant to a timely non-renewal notice, then, in addition to payment of any Accrued Obligations, the NEO Employment Agreement provides that the respective NEO would be entitled to receive (i) an amount equal to his then-current annual base salary; and (ii) a prorated annual bonus with respect to the immediately preceding fiscal year based on the number of days the NEO was employed with the Company during 2023 (together the “Severance Benefits”), paid in substantially equal installments in accordance with ProFrac’s normal payroll practices for the 12 month period following such termination of employment. Each of Messrs. Turner, Greenwood, and Wilbanks’s receipt of the Severance Benefits would be conditioned on the respective executive’s execution of a general release of claims (a “Release”) in favor of the Company and its respective affiliates, and each of their stockholders, members, partners, officers, managers, directors, fiduciaries, employees, representatives, agents, and benefit plans (and fiduciaries of such plans). For purposes of the NEO Employment Agreements, Cause and Good Reason are generally defined as follows:

  54. Potential Payments Upon Termination of Employment under the NEO Employment Agreements

    | • | “Cause” means (A) the NEO’s willful failure or refusal, other than due to death or Disability (as defined in the NEO Employment Agreement), to perform, or gross negligence in performing, the executive’s obligations pursuant to the NEO Employment Agreement, which if capable of cure, is not cured within 15 days following written notice being delivered to the NEO, which notice specifies such failure or negligence; (B) the NEO’s willful commission of an act of fraud or material dishonesty in the performance of his duties or with respect to any member of the Company Group , the nature of which, and the support for which, shall be provided to the NEO in writing; (C) the NEO’s material breach of any |

  55. Potential Payments Upon Termination of Employment under the NEO Employment Agreements

    | Company Group policy applicable to the NEO and made known to the NEO which, if capable of cure, is not cured within 15 days following a written notice being delivered to the NEO, which notice specifies the applicable breach; (D) the indictment of the NEO, conviction, or entry by the NEO of a guilty or no contest plea to any felony or any other crime or misdemeanor involving moral turpitude; (E) any breach by the NEO of his fiduciary duty or duty of loyalty to the Company or any member of the Company Group; of (F) the NEO’s material breach of any of the provisions of his NEO Employment Agreement, or any other written agreement between the NEO and the Company, which if capable of cure, is not cured within 15 days following written notice thereof from the Company. |

  56. Potential Payments Upon Termination of Employment under the NEO Employment Agreements

    | • | “Good Reason” means (A) a material diminution in the NEO’s Base Salary; (B) a material reduction in the NEO’s duties, authorities or responsibilities; (C) the relocation of the geographic location of the NEO’s principal place of employment by more than 50 miles from the Company’s headquarters; (D) the NEO’s retirement from the Company; or (E) the Company’s material breach of its obligations under the NEO Employment Agreement, except that the foregoing shall not constitute Good Reason unless (i) the NEO provides 90 days written notice to ProFrac that Good Reason exists, (ii) ProFrac fails to cure such circumstances for 30 days and (iii) the NEO terminates his employment within 45 days of providing notice of the existence of the circumstances that constitute Good Reason. |

  57. Separation Agreements

    Separation Agreements On September 6, 2023 (the “Resignation Date”), the Company entered into separate Confidential Severance Agreements and General Releases with each of Mr. Willette and Ms. Klein (the “Separation Agreement(s)”). Pursuant to the Separation Agreements, each of Mr. Willette’s and Ms. Klein’s employment with the Company ended effective as of the Resignation Date. Effective as of the Resignation Date, Mr. Willette and Ms. Klein no longer serve as officers of the Company. As part of the Separation Agreement, Mr. Willette and Ms. Klein respectively received a lump sum cash separation payment in the amount of $629,441.52 (for Mr. Willette) and $465,071.12 (for Ms. Klein) in consideration for a general release of claims. Pursuant to the terms of their respective Employment Agreements, LTIP Award Agreements, and the terms of the Separation Agreements, Mr. Willette and Ms. Klein were not entitled to any additional forms of consideration in connection with their resignations from the Company. The Separation Agreements contain customary cooperation agreement which extended for six months beyond the Resignation Date, and confidentiality and return of company property provisions, which are perpetual in effect. The Company also entered into a Confidential Severance Agreement and General Release with Blaine Wilbanks, effective February 5, 2024 (the “Wilbanks Separation Agreement”). The material terms of the Wilbanks Separation Agreement will be described in the Company’s Proxy Statement for the fiscal year ending December 31, 2024.

  58. Other Payments on Termination of Employment or upon a Change in Control

    Other Payments on Termination of Employment or upon a Change in Control Acceleration of LTIP Award on Certain Terminations of Employment The PSUs and RSUs under the LTIP Awards for Messrs. Matthew D. Wilks, Johnathan L. Wilks, Turner, Wilbanks, and Greenwood each provide for accelerated vesting upon certain terminations of employment, including a change in control. Specifically, the LTIP Awards become fully vested on the NEO’s termination of employment due to the NEO’s death or Disability, by the Company without Cause, or by the NEO for Good Reason. Due to their resignation of employment effective September 6, 2023, neither Mr. Willette nor Ms. Klein were entitled to any accelerated vesting of the LTIP Awards as of December 31, 2023. Accelerated vesting for the LTIP Awards as described above will only be provided if the NEO executes and does not revoke a general release of claims in the form provided by the Company upon the NEO’s termination of employment. No tax gross-ups are provided under the LTIP Award agreements. For more information regarding payments upon termination or a change in control as provided under the LTIP Awards, see the table under “Potential Payments upon Termination of Employment or Change in Control”

  59. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation awarded to, earned by or paid to ProFrac’s NEOs for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021. We have omitted the column entitled “Option Awards” because our NEOs did not receive option awards during the years presented. We have also omitted the column entitled “Change in Pension Value and Nonqualified Deferred Compensation Earnings” as ProFrac has not sponsored any qualified defined benefit pension or nonqualified deferred compensation plans or arrangements during the years presented.

  60. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total Compensation ($) | | Matthew D. Wilks | 2023 | 475,000 | — | 411,139 | — | 15,036 | 901,175 | | Principal Executive Officer | 2022 | 450,000 | — | 1,145,481 | 720,000 | 9,471 | 2,324,952 | | | 2021 | 248,378 | — | — | — | — | 248,378 | | Johnathan L. Wilks(3) | 2023 | 475,000 | — | 384,318 | — | 29,834 | 889,152 | | Chief Executive Officer | 2022 | 450,000 | — | 1,125,391 | 720,000 | 32,592 | 2,327,983 | | | 2021 | 261,538 | — | — | — | 22,185 | 283,723 | | Lance Turner | 2023 | 450,000 | — | 605,683 | — | 14,938 | 1,070,621 | | Chief Financial Officer | 2022 | 400,000 | 205,000 | 2,386,643 | 640,000 | 11,200 | 3,642,843 | | | 2021 | — | — | — | — | — | — | | Blaine Wilbanks(6) | 2023 | 400,000 | — | 750,504 | — | 21,302 | 1,171,806 | | Chief Operating Officer | 2022 | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | | Matt Greenwood | 2023 | 400,000 | — | 403,030 | — | =1,546 | 804,576 | | Chief Commercial Officer | 2022 | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | | Robert Willette(3)(7) | 2023 | 306,250 | — | 545,110 | — | 673,094 | 1,524,454 | | Former Chief Legal Officer | 2022 | 400,000 | 250,500 | 1,148,796 | 640,000 | 10,796 | 2,450,092 | | | 2021 | 11,555 | 50,000 | — | — | — | 61,555 | | Heather Klein(3) (8) | 2023 | 255,208 | — | 337,048 | — | 479,056 | 1,071,312 | | Former Chief Administrative Officer | 2022 | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — |

  61. Summary Compensation Table

    | (1) The amounts in this column reflect total base salary earned by each of the NEOs as of December 31, 2023. Mr. Willette and Ms. Klein each earned a prorated portion of their base salary based on the number of days worked until their termination date on September 6, 2023. |

  62. Summary Compensation Table

    | (2) The amounts in this column reflect certain cash-based awards other than non-equity incentive plan compensation earned by Messrs. Turner and Willette in connection with their contributions to the IPO during the 2022 fiscal year and a one-time cash award paid to Mr. Willette during the 2021 fiscal year. In the 2022 Proxy, we also included in this column amounts paid to Messrs. Matthew D. Wilks, Johnathan L. Wilks, Turner, and Willette in connection with the 2022 performance-based annual incentive plan (the “2022 AI Awards”). Based on the performance metrics specific to these awards, we believe the 2022 AI Awards should instead be included under the non-equity incentive plan compensation column and have updated this column accordingly. No NEO earned a cash-based bonus during the 2023 fiscal year. |

  63. Summary Compensation Table

    | (3) Reflects the grant date fair value of the True-Up Grants of restricted stock units awarded to Messrs. Wilbanks and Greenwood on April 17, 2023 (the “True-Up Grants”) and the time-based restricted stock units (“RSUs”) and performance-based restricted stock units granted to the NEOs under the 2022 LTIP as of December 31, 2023 (“PSUs,” and collectively with the RSUs, the “RSU Awards”) based on various grant dates between June 20, 2023 and July 17, 2023 (the “July 2023 Grant Dates”). The number of shares subject to the underlying RSU Awards were determined based on the closing price of the Common Stock on the March 31, 2023 award date as approved by the Compensation Committee. These amounts are consistent with the grant date fair value of the probable outcome of the target performance-based conditions subject to the PSUs as well as the estimate of aggregate compensation cost to be recognized over fiscal |

  64. Summary Compensation Table

    | year ending on December 31, 2023 without taking into account forfeitures, consistent with ASC Topic 718, Compensation — Stock Compensation. Because the annual performance targets specific to the PSUs are set at the start of each respective single-year performance period, the grant date fair value reflects only the first year’s performance period. Based on the probable outcome of the target performance-based conditions subject to the PSUs, the grant date fair value of the PSUs with respect to the first year’s performance period is zero. Accordingly, the highest level of performance conditions specific to the PSUs (200% of the grant date fair value) is zero. Note that due to their resignation on September 6, 2023, and pursuant to the terms of the 2023 LTIP Award agreements, Mr. Willette forfeited his 2023 LTIP Award amount of $545,110, and Ms. Klein forfeited her 2023 LTIP Award amount of $337,048 pursuant to the terms set forth under their respective Confidential Severance and General Release Agreements, under which they received the severance payments amounts identified in the “All Other Compensation” column (the “Severance Payments”). These Severance Payments are described more fully discussed under CD&A section entitled Separation Agreements and are also included in the Potential Payments on Termination of Employment or Change in Control table below. The amounts in this column also reflect the total grant date fair value of the RSU Awards granted to Mr. Matthew D. Wilks and Mr. Johnathan L. Wilks after giving effect to each of their decisions to forego the receipt of 58.4% of their respective 2023 LTIP Awards (the “Relinquished LTIP Awards”). The RSU Awards subject to the Relinquished LTIP represent approximately 112,417 shares of ProFrac common stock, all of which remain subject to issuance under the 2022 LTIP. Messrs. Matthew D. Wilks and Johnathan L. Wilks received no additional or substitute compensation in exchange for the Relinquished LTIP Awards. For more information regarding the Relinquished LTIP Awards, please see the section of the CD&A entitled 2023 Target Long-Term Incentive Award Grants. |

  65. Summary Compensation Table

    | (4) Amounts in this column reflect certain amounts paid in 2022 to Messrs. Matthew D. Wilks, Johnathan L. Wilks, Turner, and Willette in connection with the 2022 performance-based annual incentive plan (the “2022 AI Awards”). Based on the performance metrics specific to these awards, we believe the 2022 AI Awards should be reported as non-equity incentive plan compensation and have updated this column accordingly. Based on the Compensation Committee’s determination that the performance-based targets for the 2023 Annual Incentive Awards were not achieved, there are no additional amounts to report in this column with respect to the fiscal year ending December 31, 2023. See Compensation Discussion and Analysis — 2023 Annual Incentives for more information. |

  66. Summary Compensation Table

    | (5) Amounts in this column reflect (a) severance payments paid to Mr. Willette and Ms. Klein pursuant to their respective Confidential Severance and General Release Agreements with the Company, effective September 6, 2023; (b) the incremental cost associated with the personal use of a Company vehicle to Messrs. Johnathan L. Wilks, Robert Willette, and Blaine Wilbanks, and the housing benefits to Mr. Willette; (c) matching contributions made under the Company’s 401(k) retirement plan to each of Messrs. Matthew D. Wilks, Johnathan L. Wilks, Tuner, Wilbanks and Ms. Klein; and (d) life insurance, accidental death and dismemberment insurance, and long-term disability premiums paid on behalf of the NEOs. |

  67. Summary Compensation Table

    | (6) Mr. Wilbanks’ employment with the Company terminated effective February 5, 2023. The information in this Summary Compensation Table and the following tables reflects Mr. Wilbanks’ position with the Company and compensation information as of December 31, 2023. |

  68. Summary Compensation Table

    | (7) Mr. Willette’s employment with the Company terminated effective September 6, 2023. |

  69. Summary Compensation Table

    | (8) Ms. Klein’s employment with the Company terminated effective September 6, 2023. |

  70. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table reflects information regarding plan-based awards held by each NEO as of December 31, 2023.

  71. Grants of Plan-Based Awards

    | Name and Principal Position | Grant Date(1) | Award Date as determined by the Compensation Committee(2) | Estimated Future Payout under Non-Equity Incentive Plan Awards(3) | | | Estimated Future Payment Under Equity Incentive Awards(4) | | | Grant Date Fair Value of Stock Awards(5) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | Matthew D. Wilks | | | — | 475,000 | 950,000 | | | | | | Principal Executive Officer | 6/20/2023 | 3/31/2023(4) | | | | 24,551 | 49,101 | 98,202 | 0 | | | 6/20/2023 | 3/31/2023(5) | | | | — | 32,734 | — | 411,139 | | Johnathan L. Wilks | | | — | 594,750 | 1,189,500 | | | | | | Chief Executive Officer | 7/12/2023 | 3/31/2023(6) | | | | 22,822 | 45,643 | 91,286 | 0 | | | 7/12/2023 | 3/31/2023(7) | | | | — | 30,429 | — | 384,318 | | Lance Turner(6) | | | — | 450,000 | 900,000 | | | | | | Chief Financial Officer | 7/17/2023 | 3/31/2023(6) | | | | 35,517 | 71,034 | 142,068 | 0 | | | 7/17/2023 | 3/31/2023(7) | | | | — | 47,356 | — | 605,683 | | Blaine Wilbanks | | | — | 280,000 | 560,000 | | | | | | | 4/17/2023 | — | | | | — | 30,219 | — | 373,205 | | Chief Operating Officer | 7/13/2023 | 3/31/2023(6) | | | | 22,495 | 44,989 | 89,978 | 0 | | | 7/13/2023 | 3/31/2023(7) | | | | — | 29,992 | — | 750,504 | | Matt Greenwood | | | — | 280,000 | 560,000 | | | | | | | 4/17/2023 | — | | | | — | 2,132 | — | 26,330 | | Chief Commercial Officer | 6/20/2023 | 3/31/2023(6) | | | | 22,495 | 44,989 | 89,978 | | | | 6/20/2023 | 3/31/2023(7) | | | | — | 29,992 | — | 403,030 |

  72. Grants of Plan-Based Awards

    | Name and Principal Position | Grant Date(1) | Award Date as determined by the Compensation Committee(2) | Estimated Future Payout under Non-Equity Incentive Plan Awards(3) | | | Estimated Future Payment Under Equity Incentive Awards(4) | | | Grant Date Fair Value of Stock Awards(5) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | Robert Willette | | | — | 450,000 | 900,000 | | | | | | Former Chief Legal Officer | 6/20/2023 | 3/31/2023(6) | | | | 31,966 | 63,931 | 127,862 | 0 | | | 6/20/2023 | 3/31/2023(7) | | | | — | 42,620 | — | 545,110 | | Heather Klein | | | — | 262,500 | 525,000 | | | | | | Former Chief Administrative Officer | 6/20/2023 | 3/31/2023(6) | | | | 20,127 | 40,253 | 80,506 | 0 | | | 6/20/2023 | 3/31/2023(7) | | | | — | 26,835 | — | 337,048 |

  73. Grants of Plan-Based Awards

    | (1) The grant dates in this column reflect the “grant date” of each equity incentive award as determined in accordance with ASC Topic 718, Compensation — Stock Compensation. |

  74. Grants of Plan-Based Awards

    | (2) To the extent the date in this column varies from the “grant dates” described in FN 1 above with respect to any equity incentive award, such date reflects the date on which the Compensation Committee took action to approve and grant such award. |

  75. Grants of Plan-Based Awards

    | (3) The amounts in these columns reflect the target and maximum (200% of target) potential payout for each NEO under the 2023 Annual Incentive Plan if certain performance objectives were achieved for the January 1, 2023 — December 1, 2023 performance period. The 2023 Annual Incentive Plan does not pay out below the target payout amount. Amounts are based on percentages of base salaries in effect on January 1, 2023 for each NEO. The potential payments were conditioned on the achievement of Company performance objectives, including Adjusted EBITDA, Safety Achievements, and Other Corporate Objectives as more fully described in the section entitled “2023 Performance Goals and Results” in the CD&A. The actual earned payouts for NEOs under the 2023 Annual Incentive Plan were zero, as more particularly described in the footnotes to the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. |

  76. Grants of Plan-Based Awards

    | (4) The numbers in these columns reflect the threshold, target, and maximum number of shares issuable with respect to the restricted stock units subject to the True-Up Grants awarded on April 17, 2023 to Messrs. Wilbanks and Greenwood, the PSUs awarded to the NEOs on March 31, 2023, as well as the target number of shares issuable with respect to the RSUs awarded on March 31, 2023 (such PSUs and RSUs awarded on March 31, 2023 collectively referred to as the “March Awards”), in each case under the 2022 LTIP. Time-based RSUs subject to the True-Up Grants and the March Awards are not subject to threshold or maximum payout amounts. Each PSU or RSU represents the right to receive one share of ProFrac’s common stock, and both the PSUs and RSUs are settled in shares. PSUs vest in each equal tranches on the first, second, and third anniversaries of the award date over the course of a three-year performance period and may be settled in an amount of up to 200% of target based on the performance metrics achieved over the preceding fiscal year. The March Award RSUs vest in equal tranches on each anniversary of the award date for three years, subject to the NEO’s continued employment as more fully set forth in the corresponding RSU award agreements. The True-Up Grants fully vested on May 17, 2023. The True-Up Grants and the March Award PSUs and RSUs are more fully described in the section entitled “2023 Target Long-Term Incentive Award Grants” in the CD&A. |

  77. Grants of Plan-Based Awards

    | (5) Reflects the grant date fair value of the True-Up Grants and the March Award PSU and RSUs granted to the reporting person under the 2022 LTIP, and with respect to the March Award PSUs, based upon the probable outcome of achieving the Adjusted EBITDA, Adjusted Free Cash Flow, and Other Corporate performance-based conditions. This amount is consistent with the estimate aggregate compensation cost to be recognized over the three-year service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of any estimated forfeitures. Because the annual performance targets specific to the PSUs are set at the start of each respective single-year performance period, the grant date fair value reflects only the first year’s performance period. Based on the probable outcome of the target performance-based conditions subject to the PSUs, the grant date fair value of the PSUs with respect to the first year’s performance period is zero (for more information regarding the PSUs, see Footnote 3 of the Summary Compensation Table above). The March Award PSUs and RSUs granted to Messrs. Matthew D. Wilks and Johnathan L. Wilks reflect the total number of PSUs and RSUs awarded to such NEOs after giving effect to the Relinquished Awards (as defined under the Summary Compensation Table and as more fully described in the “2023 Target Long-Term Incentive Award Grants” section in the CD&A. |

  78. Grants of Plan-Based Awards

    | (6) Reflects the March Award PSUs awarded to each NEO under the 2022 LTIP during the 2023 fiscal year as of the applicable date. In addition to the terms described in Footnote 4 above, the PSUs are subject to 100% accelerated vesting upon the NEO’s termination of employment without Cause or for Good Reason (as defined in each NEO’s employment agreement), as long as such performance-based vesting conditions are ascertainable the time of termination. |

  79. Grants of Plan-Based Awards

    | (7) Reflects the March Award RSUs awarded to each NEO under the 2022 LTIP during the 2023 fiscal year as of the applicable date. In addition to the terms described in Footnote 3 above, the RSUs are subject to 100% accelerated vesting upon the NEO’s termination of employment without Cause or for Good Reason (as defined in each NEO’s employment agreement). |

  80. Grants of Plan-Based Awards

    | (8) Mr. Willette’s and Ms. Klein’s awards were forfeited pursuant to the terms of the corresponding 2023 RSU and PSU grant agreements and the terms of their respective Confidential Severance and General Release Agreements upon their resignation from employment on September 6, 2023. |

  81. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table reflects information regarding outstanding equity-based awards held by each NEO as of December 31, 2023, including performance stock units and restricted stock units granted under the 2022 LTIP. Such awards are reflected in each row below on an award-by-award basis. The vesting schedule for each award that has not fully vested is shown in the footnotes to this table. The Company has not granted stock options or any stock awards other than the Equity Incentive Plan Awards detailed in the table below. For additional information about the performance share unit and restricted stock unit awards granted in the 2023 fiscal year, see the description of such awards in the CD&A under “2023 Executive Compensation Program In Detail - Long-Term Equity Incentives.”

  82. Outstanding Equity Awards at Fiscal Year-End

    | | | Equity Incentive Plan Awards(4) | | | | | | | Number of Shares or Units of Stock that have Not Vested as of 12/31/23 | | Market Value of Shares or Units of Stock that Have Not Vested as of 12/31/23(3) | | | Name and Principal Position | Award Date | RSUs(1) | PSUs(2) | RSUs ($) | PSUs ($) | | Matthew D. Wilks | | | | | | | Principal Executive Officer | 3/31/2023 | 32,734 | | 277,584 | | | | 3/31/2023 | | 49,101 | | 416,376 | | Johnathan L. Wilks | | | | | | | Chief Executive Officer | 3/31/2023 | 30,429 | | 258,038 | | | | 3/31/2023 | | 45,643 | | 387,053 | | Lance Turner | | | | | | | | 5/24/2022 | 34,567 | | 293,128 | | | Chief Financial Officer | 3/31/2023 | 47,356 | | 401,579 | | | | 3/31/2023 | | 71,034 | | 602,368 | | Blaine Wilbanks(5) | | | | | | | Chief Operating Officer | 3/31/2023 | 29,992 | | 254,333 | | | | 3/31/2023 | | 44,989 | | 381,507 | | Matt Greenwood | | | | | | | Chief Commercial Officer | 3/31/2023 | 29,992 | | 254,333 | | | | 3/31/2023 | | 44,989 | | 381,507 |

  83. Outstanding Equity Awards at Fiscal Year-End

    | (1) All of the RSUs awarded on March 31, 2023 (the “March 2023 RSUs”) remain unvested and will vest in equal one-third tranches on each anniversary of the grant date, subject to the holder’s continuous employment through such vesting date and the terms of the corresponding award agreement. For more information about the RSUs awarded on March 31, 2023, see the CD&A section entitled “2023 Executive Compensation Program In Detail - Long-Term Equity Incentives.” On May 24, 2022, ProFrac granted 77,777 RSUs to Mr. Turner (the “Turner RSUs”). One-third of the Turner RSUs vested on May 17, 2023, and the remaining two-thirds remain unvested and will vest in equal tranches on each of May 17, 2024 and May 17, 2025, subject to Mr. Turner’s continued employment through such vesting date and the terms of the corresponding award agreement. All RSUs are subject to accelerated vesting upon the NEO’s termination of employment by the Company without Cause or for Good Reason (as such terms are defined in the applicable award agreement). Each RSU represents the contingent right to receive one share of ProFrac’s Common Stock. |

  84. Outstanding Equity Awards at Fiscal Year-End

    | (2) All of the PSUs awarded on March 31, 2023 remain unvested and will vest annually in equal 1/3 tranches over the three-year performance period beginning on the award date upon the achievement of the Adjusted EBITDA, Adjusted Free Cash Flow, and Other Corporate Objectives metrics, subject to the holder’s continued employment through such vesting date and the terms of the corresponding award agreement. The PSUs awarded on March 31, 2023 may be determined to be eligible to vest in amounts that are lower or greater than target payout amounts. Each PSU represents the contingent right to receive one share of ProFrac’s common stock and are subject to accelerated vesting upon the NEO’s termination of employment by the Company without Cause or for Good Reason (as such terms are defined in the applicable award agreement). For more information about the PSUs, see the CD&A section entitled “2023 Executive Compensation Program In Detail - Long-Term Equity Incentives.” |

  85. Outstanding Equity Awards at Fiscal Year-End

    | (3) Represents the aggregate market value of the shares underlying the number of unvested RSUs and PSUs (based on achieving target performance goals) based on the closing price of our common stock of $8.48 on December 29, 2023. |

  86. Outstanding Equity Awards at Fiscal Year-End

    | (4) Mr. Willette and Ms. Klein did not have any outstanding equity awards to report under this table as of December 31, 2023 based on the resignation from employment on September 6, 2023. |

  87. Outstanding Equity Awards at Fiscal Year-End

    | (5) Mr. Wilbanks’s employment with the Company terminated on February 5, 2024. The information included in this table reflects Mr. Wilbanks’s outstanding Equity Incentive Plan Awards as of December 31, 2023 (prior to his termination of employment). |

  88. Stock Vested as of December 31, 2023

    Stock Vested as of December 31, 2023 The following table provides additional information regarding ProFrac shares of Common Stock acquired upon the vesting of certain restricted stock unit awards under the 2022 LTIP by the NEOs as of December 31, 2023. No NEOs were granted any stock options as of December 31, 2023.

  89. Stock Vested as of December 31, 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | | Matthew D. Wilks | 64,076 | 699,710 | | Johnathan L. Wilks | 62,890 | 686,759 | | Lance Turner | 81,481 | 889,773 | | Blaine Wilbanks | 34,423 | 375,899 | | Matt Greenwood | 43,231 | 472,083 | | Robert Willette | 64,219 | 701,271 | | Heather Klein | 33,446 | 365,230 |

  90. Stock Vested as of December 31, 2023

    | (1) This value realized on vesting is calculated using the closing market price of ProFrac’s Common Stock on the applicable vesting date of each award. |

  91. Potential Payments Upon Termination of Employment or Change in Control

    Potential Payments Upon Termination of Employment or Change in Control The following table describes the potential payments to each of Messrs. Matthew D. Wilks, Johnathan L. Wilks, Turner, Wilbanks and Greenwood under existing agreements in the event of certain terminations of their employment as of December 31, 2023, including in connection with the consummation of a change in control transaction, in each case subject to the NEO’s execution of a valid release of claims. The table also describes the amounts paid to Mr. Willette and Ms. Klein in connection with their termination of employment on September 6, 2023.

  92. Potential Payments Upon Termination of Employment or Change in Control

    | Name | Severance Payment(1) | Bonus(2) | Accrued Obligations(3) | Accelerated RSUs and PSUs(4) | Other Severance Payments(5) | Total | | Matthew D. Wilks(6) | — | — | — | 277,584 | — | 277,584 | | Johnathan L. Wilks(6) | — | — | — | 258,038 | — | 258,038 | | Lance Turner | 450,000 | 640,000 | — | 841,275 | — | 1,931,275 | | Blaine Wilbanks | 400,000 | 0 | — | 254,332 | — | 654,332 | | Matt Greenwood | 400,000 | 525,000 | — | 254,332 | — | 1,179,332 | | Robert Willette | — | — | — | — | 673,094 | 673,094 | | Heather Klein | — | — | — | — | 465,071 | 465,071 |

  93. Potential Payments Upon Termination of Employment or Change in Control

    | (1) Amounts in this column are equal to 1x the NEO’s base salary in effect on the termination date. Severance payments are paid in connection with a termination of employment by the Company without Cause or by the NEO for Good Reason (as such terms are defined in the NEO’s employment agreement) in equal monthly installments over a one-year period beginning on the Company’s first regularly-scheduled pay date that is on or after the date that is 60 days after the termination date. |

  94. Potential Payments Upon Termination of Employment or Change in Control

    | (2) Amounts in this column reflect a prorated bonus equal to 1x the annual bonus paid with respect to the 2022 fiscal year, which would be prorated for the number of days worked through the termination date. With respect to fiscal year 2022, Mr. Turner received an annual bonus payment equal to $640,000, and Mr. Greenwood received a bonus payment equal to $525,000. Mr. Wilbanks did not receive a bonus with respect to fiscal year 2022. Bonus amounts are paid in connection with a termination of employment by the Company without Cause or by the NEO for Good Reason (as such terms are defined in the NEO’s employment agreement) in equal monthly installments over a one-year period beginning on the Company’s first regularly-scheduled pay date that is on or after the date that is 60 days after the termination date. |

  95. Potential Payments Upon Termination of Employment or Change in Control

    | (3) Amounts in this column reflect unpaid base salary and unreimbursed business expenses not paid as of the termination date and are payable within six calendar days from the date of any termination of employment. It is assumed for purposes of this section that all Accrued Obligations have been paid in full as of December 31, 2023. |

  96. Potential Payments Upon Termination of Employment or Change in Control

    | (4) Amounts in this column reflect (a) the value of all unvested RSUs awarded to the NEOs on March 31, 2023; and (b) the value of the unvested RSUs awarded to Mr. Turner on May 24, 2022, in each case that would become vested upon a Qualifying Termination (as defined below) based on the closing share price of ProFrac’s Common Stock as of December 31, 2023 ($8.48). The amount in this column also reflects the value of certain unvested PSUs awarded on March 31, 2023. Because only the performance conditions subject to the PSUs for the January 1, 2023 — December 31, 2023 performance period would be ascertainable as of December 31, 2023 (representing 1/3 of the total PSUs), the amount in this column also reflects the value of 1/3 of the unvested PSUs that would become vested upon a Qualifying Termination. Further, the annual performance targets specific to the PSUs are set at the start of each respective single-year performance period, and as a result, the grant date fair value reflects only the first year’s performance period. Because the grant date fair value based on the probable outcome of the target performance-based conditions subject to the PSUs awarded on March 31, 2023 was zero as of December 31, 2023, the value in this column has been adjusted to reflect that the value of the accelerated PSUs due to the NEO’s Qualifying Termination as of December 31, 2023 is zero. For |

  97. Potential Payments Upon Termination of Employment or Change in Control

    | purposes of this paragraph, a “Qualifying Termination” means any termination by the NEO without cause, by the executive for good reason, due to the NEO’s death or disability, or upon a termination by the company without cause or the NEO’s resignation for good reason within 12 months following a change in control and subject to the NEO’s execution of a valid release of claims. For more information on outstanding awards under the 2022 LTIP, see the CD&A section entitled “Potential Payments Upon Termination of Employment or Change in Control” above. |

  98. Potential Payments Upon Termination of Employment or Change in Control

    | (5) Amounts in this column represent payments paid to Mr. Willette and Ms. Klein in pursuant to the terms of their Confidential Severance and General Release Agreements dated as of their resignation date on September 6, 2023. Mr. Willette received a lump sum cash payment of $629,442, which was paid within ten days following the Company’s receipt of a valid release of claims. Ms. Klein received a lump sum cash payment of $465,071, which was paid within ten days following the Company’s receipt of a valid release of claims. Neither Mr. Willette nor Ms. Klein were entitled to receive any other payments in connection with their termination of employment. |

  99. Potential Payments Upon Termination of Employment or Change in Control

    | (6) Messrs. Matthew D. Wilks and Johnathan L. Wilks are not subject to any employment agreement with the Company and are therefore not entitled to any Severance, Bonus, Accrued Obligations, or any other severance-related payments other than those set forth in the column entitled “Accelerated RSUs and PSUs.” |

  100. Director Compensation

    Director Compensation The following table reflects compensation of the members of the Board of Directors who served at any time during fiscal year 2023. The Company did not grant option awards, non-equity incentive plan compensation, or any other perquisites to the Board of Directors during fiscal year 2023, and as such, those columns are not reflected in this table.

  101. Director Compensation

    | 2023 Director Compensation Table | | | | | | Name | Fees earned or paid in cash ($)(1) | Stock Awards ($) (2) | All Other Compensation | Total ($) | | Matthew D. Wilks | — | — | — | 0 | | Gerald W. Haddock | 195,500 | 150,000 | — | 345,000 | | Stacy Nieuwoudt | 212,000 | 150,000 | — | 362,000 | | Theresa Glebocki | 217,000 | 150,000 | — | 367,000 | | Sergei Krylov | 125,000 | 150,000 | — | 275,000 | | James Coy Randle, Jr. | 113,000 | 150,000 | 214,199(3) | 477,199 |

  102. Director Compensation

    | (1) Represents the total annual cash retainer of $95,000 for each director, an additional cash retainer of $15,000 for Ms. Nieuwoudt as Chair of the Compensation Committee, an additional cash retainer of $20,000 for Ms. Glebocki as Chair of the Audit Committee, and the aggregate dollar amount of meeting fees for each director ($1,500 per meeting). |

  103. Director Compensation

    | (2) Represents the aggregate grant date fair value of RSUs granted under the 2022 LTIP that will vest following a one-year vesting period, computed in accordance with FASB ASC Topic 718. |

  104. Director Compensation

    | (3) With respect to Mr. Randle, this column includes the amounts paid under the Randle Agreement, which include a $200,000 retainer, the incremental cost associated with use of a Company vehicle, and the amount of health insurance premiums paid on Mr. Randle’s behalf, all as more particularly described in the “Director Compensation” section on page 14 above. For more information on the Randle Agreement, see the Company’s Form 8-K filed with the SEC on January 12, 2023. |

  105. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank 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. Johnathan L. Wilks, our CEO.

  106. CEO Pay Ratio

    | • | The total compensation of our median employee as identified in fiscal year 2023 was $95,389.30, calculated pursuant to the same methodology as that used to determine pay for our CEO in fiscal year 2023. |

  107. CEO Pay Ratio

    | • | The total compensation of our CEO, as reported in the “Summary Compensation Table” included above, was $889,152. |

  108. CEO Pay Ratio

    Based on this information, for 2023 the ratio of the total compensation of our CEO to the median employee total compensation was reasonably estimated to be 9 to 1. Identification of the Median Employee We identified our median employee for 2023 based on W-2 income, with compensation annualized for permanent full-time or part-time employees who did not work for the entire fiscal year. We selected this compensation approach because we believe it reasonably identifies our median employee based on our compensation practices, geographic profile of our business, and the growth of our employee base. Using this methodology, we determined that our median employee was a full-time, hourly employee working for ProFrac Services, LLC in our Longview District. Calculation of Median Employee’s Compensation In determining the annual total compensation of approximately $95,389.30 for our median employee, as required by SEC rules, we calculated the employee’s compensation in accordance with Item 402(c)(2)(x) of Regulation S-K, consistent with how we determine our CEO’s total compensation for fiscal year 2023 in the “Summary Compensation Table.” Calculation and Use of CEO Pay Ratio The CEO Pay Ratio above represents our reasonable estimate calculated in a manner consistent with SEC rules and applicable guidance. SEC rules and guidance provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, stockholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures. Currently, neither the Compensation Committee nor our management used the CEO Pay Ratio described above to make compensation decisions.

  109. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. This disclosure was prepared in accordance with the requirements of Item 402(v) and does not necessarily reflect the value actually realized by our executives, how our executives’ compensation relates to company performance, or how our Compensation Committee evaluates compensation decisions in light of Company or individual NEO performance. Our Compensation Committee does not use “compensation actually paid” as a basis for making compensation decisions, nor does it use net income (as reflected below) for purposes of determining our executive’s incentive compensation. Please refer to the CD&A for a description of how executive compensation relates to Company performance and how our Compensation Committee makes its compensation decisions.

  110. 2023 Pay Versus Performance Table

    2023 Pay Versus Performance Table

  111. 2023 Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) | Average Compensation Actually Paid to Non-PEO NEOs ($) (4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) ($M) (7) | Adjusted EBITDA ($M) (8) | | | | | | | Total Stockholder Return (TSR) ($) (5) | Peer Group Total Stockholder Return (TSR) ($) (6) | | | | 2023 | 901,175 | (147,385) | 1,088,654 | (5,111,298) | 46.82 | 117.64 | (59.2) | 688.4 | | 2022 | 2,324,952 | 2,794,186 | 2,680,709 | 3,264,406 | 139.15 | 115.44 | 165.10 | 811.2 | | 2021 | 248,378 | 248,378 | 260,454 | 260,454 | — (9) | — (9) | (43.5) | 134.7 |

  112. 2023 Pay Versus Performance Table

    | (1) Matthew D. Wilks was our PEO for each year presented. |

  113. 2023 Pay Versus Performance Table

    | (2) SEC rules require certain adjustments be made to the “Total” column as reported in the “ Summary Compensation Table ” to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. The equity values are calculated in accordance with ASC Topic 718, Compensation — Stock Compensation . Valuation assumptions used to calculate fair values used a consistent process as done on the date of grant and were not materially different from those disclosed at the time of grant. The following tables detail these adjustments for our PEO: |

  114. 2023 Pay Versus Performance Table

    | Matthew D. Wilks | | | | | | 2021 | 2022 | 2023 | | Summary Compensation Table Total | 248,378 | 2,324,952 | 901,175 | | Less Aggregate Grant Date Fair Market Value of Equity Awards Granted During the Fiscal Year | — | 1,145,481 | 411,139 | | Plus Fair Value at Fiscal Year End of Outstanding Equity Awards Granted During The Fiscal Year | — | 1,614,715 | 277,584 | | Plus the change in Fair Value as of the vesting date of Outstanding Equity Awards granted in prior Fiscal Years (for which vesting conditions were satisfied) | | | (915,005) | | Compensation Actually Paid to Mr. Matthew D. Wilks | 248,378 | 2,794,186 | (147,385) |

  115. 2023 Pay Versus Performance Table

    | (3) The individuals comprising the non-PEO NEOs for each year presented are listed below: |

  116. 2023 Pay Versus Performance Table

    | 2021 | 2022 | 2023 | | Coy Randle Brian Uhlmer Johnathan L. Wilks Robert Willette | Coy Randle Lance Turner Johnathan L. Wilks Robert Willette | Lance Turner Johnathan L. Wilks Robert Willette Matthew Greenwood Blaine Wilbanks Heather Klein |

  117. 2023 Pay Versus Performance Table

    | (4) As discussed in footnote (2), SEC rules require certain adjustments to be made in order to determine “compensation actually paid” as reported in the Pay versus Performance table above. The following table details these adjustments for the non-PEO NEOs: |

  118. 2023 Pay Versus Performance Table

    | Non-PEO NEOS | | | | | | 2021 | 2022 | 2023 | | Summary Compensation Table Total | 260,454 | 2,680,709 | 1,088,654 | | Less Grant Date Fair Market Value of Equity Awards Granted During the Fiscal Year | — | 1,430,180 | 3,025,693 | | Plus Fair Market Value at Fiscal Year End of Outstanding Equity Awards Granted During The Fiscal Year | — | 2,013,877 | 1,422,618 | | Plus the change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Fiscal Years (as of Year End) | | | (866,949) | | Plus, for any Equity Awards Granted that Vest in the Same Year, the Fair Value as of the Vesting Date | | | 353,273 | | Plus the change in Fair Value as of the vesting date of Outstanding Equity Awards Granted in Prior Fiscal Years (for which vesting conditions were satisfied) | — | — | (4,103,201) | | Compensation Actually Paid to our Non-PEO NEOs | 260,454 | 3,264,406 | (5,111,298) |

  119. 2023 Pay Versus Performance Table

    | (5) The Company’s TSR for each applicable fiscal year is calculated based on a fixed investment of $100 as of May 13, 2022 (the date of the Company’s IPO). |

  120. 2023 Pay Versus Performance Table

    | (6) Represents the weighted peer group cumulative TSR from May 13, 2022 (the date of the Company’s IPO), weighted according to the respective companies’ stock market capitalization at the beginning of the period. The peer group used for this purpose includes Cactus, Inc., Champion X Corporation, Helmerich & Payne, Inc., Liberty Energy Inc., NexTier Oilfield Solutions Inc., NOV Inc., Patterson-UTI Energy, Inc., ProPetro Holding Corp., U.S Silica Holdings, Inc. and Weatherford International plc., which together comprise the Company’s 2023 compensation peer group. |

  121. 2023 Pay Versus Performance Table

    | (7) The dollar amounts reported represent the amount of net income (loss) previously disclosed in the Company’s audited GAAP financial statements for the applicable year, as required by Regulation S-X. |

  122. 2023 Pay Versus Performance Table

    | (8) While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, Adjusted EBITDA is the financial performance measure that, in our assessment, represents the most important performance measure used to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to the Company’s performance. Adjusted EBITDA is not a financial measure presented in accordance with generally accepted accounting principles in the United States (“GAAP”) and should not be considered as a substitute for net income, net loss, operating loss or any other performance measure derived in accordance with GAAP or as an alternative to net cash provided by operating activities as a measure of our profitability or liquidity. More information on Adjusted EBITDA can be found below under the section of this Proxy entitled “ Use of 2023 Adjusted EBITDA in Setting Compensation .” |

  123. 2023 Pay Versus Performance Table

    | (9) Because the Company’s IPO occurred on May 13, 2022, the Company’s TSR cannot be calculated for the selected period and therefore no meaningful comparison to the Peer Group TSR can be presented. |

  124. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table In this section, we provide a narrative analysis providing, for the past three fiscal years, a summary of the relationship between our PEO’s and non-PEO NEOs’ “compensation actually paid” and the Company’s (i) Net Income, (ii) the Company’s Adjusted EBITDA and (iii) TSR, and additionally, our Peer Group TSR. As described in more detail in the “ Compensation Discussion and Analysis ” above, our executive compensation program reflects a pay-for-performance philosophy that emphasizes long-term equity awards intended to align our executives’ interests with stockholders’ long-term interests. Thus, the value of these awards and, therefore, a large portion of the compensation actually paid to our NEOs is inherently correlated to the Company’s stock price over time. Please refer to the section entitled “ Compensation Discussion and Analysis ” above for more information about our executive compensation program. Over the three-year period from 2021 to 2023, our Net Income, Adjusted EBITDA and “Compensation Actually Paid” to our PEO and the average “Compensation Actually Paid” to our non-PEO NEOs has increased from years 2021 to 2022 and decreased from years 2022 to 2023. The Company’s TSR for 2023 was $46.82 calculated based on a fixed investment of $100 as of May 13, 2022 (the date of the Company’s IPO), as opposed to a Peer Group TSR of $117.64, calculated on the same basis. The Company’s TSR therefore is below Peer Group TSR for 2023 by 60.2%. Because the Company’s IPO occurred in 2022, the Company’s TSR cannot be calculated for prior fiscal years, and no meaningful comparison can be made with Peer Group TSR for prior fiscal years.