DEF 14A of Flowco Holdings Inc.
Filed Mar 27, 2026 · FY20250001193125-26-129159
PROPOSAL ONE: ELECTION OF THE CLASS I DIRECTORS
PROPOSAL ONE: ELECTION OF THE CLASS I DIRECTORS The Board has nominated the following individuals for election as Class I directors of the Company, to serve for a three-year term beginning at the Annual Meeting and expiring at our 2029 annual meeting of stockholders and until his or her respective successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal:
PROPOSAL ONE: ELECTION OF THE CLASS I DIRECTORS
| Name | Age | Position(s) | Director and/or Executive Officer Since | Current Board Term Expires | Expiration of Term for Which Nominated | | Joseph R. Edwards | 53 | Class I Director | 2024 | 2026 | 2029 | | Cynthia L. Walker | 49 | Class I Director | 2025 | 2026 | 2029 |
PROPOSAL ONE: ELECTION OF THE CLASS I DIRECTORS
Joseph R. Edwards and Cynthia L. Walker are currently serving as directors of the Company. If Joseph R. Edwards and Cynthia L. Walker are re-elected to the Board, the size of the Board will remain at seven members. Each of our other current directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation, or removal. Biographical information for each director nominee and director 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.
RECOMMENDATION OF THE BOARD OF DIRECTORS
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE UNDER PROPOSAL ONE
RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE UNDER PROPOSAL ONE
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS The directors and executive officers of the Company are:
DIRECTORS AND EXECUTIVE OFFICERS
| Name | Age | Position(s) | | Joseph R. Edwards | 53 | President and Chief Executive Officer and Director | | Jonathan W. Byers | 47 | Chief Financial Officer | | Chad Roberts | 39 | Executive Vice President, Production Solutions | | Brooks Mims Talton III | 59 | Executive Vice President, Natural Gas Technologies | | Joel Lambert | 57 | Senior Vice President, General Counsel and Secretary | | Alexander Chmelev | 42 | Director | | Jonathan B. Fairbanks | 59 | Chairperson, Director | | Ben A. Guill | 75 | Director | | Paul W. Hobby | 65 | Director | | Cynthia L. Walker | 49 | Director | | William H. White | 72 | Director |
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is biographical information about each of our directors and executive officers.
Composition of our Board of Directors
Composition of our Board of Directors The Company’s Board consists of seven members. The Company’s amended and restated certificate of incorporation provides that the number of directors on our Board will be fixed exclusively by resolution adopted by our Board (provided that such number shall not be less than the aggregate number of directors that the parties to the stockholders agreement, dated as of January 17, 2025 (the “Stockholders Agreement”), among us, GEC affiliates, White Deer affiliates and the other stockholders party thereto, are entitled to designate from time to time). The amended and restated certificate of incorporation and the amended and restated bylaws provide that our Board are divided into three classes, as nearly equal in number as possible, with the directors in each class serving for a three-year term, and one class being elected each year by our stockholders. Our directors are divided among the three classes as follows: • the Class I directors are Joseph R. Edwards and Cynthia L. Walker, and their terms will expire at the annual meeting of stockholders to be held in 2026 (this Annual Meeting); • the Class II directors are Alexander Chmelev and William H. White and their terms will expire at the annual meeting of stockholders to be held in 2027; and • the Class III directors are Jonathan B. Fairbanks, Ben A. Guill and Paul W. Hobby, and their terms will expire at the annual meeting of stockholders to be held in 2028. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.
Our Directors
Our Directors Alexander Chmelev has served as a director since 2024. Mr. Chmelev is a Partner of GEC and has served on the investment team since joining Global Energy Capital in 2014. Mr. Chmelev previously worked for Quintana Energy Partners from July 2008 until July 2011, where he focused on energy private equity investments. He also worked at Simmons & Company International as an investment banker from June 2006 until June 2008, advising energy executives in mergers, acquisitions and capital markets transactions. We believe Mr. Chmelev is qualified to serve on Flowco Holdings’ Board of Directors due to his extensive experience in the energy services industry, including private equity and investment banking. Jonathan B. Fairbanks has served as our non-executive Chairperson and a director since 2024. Mr. Fairbanks has served as Managing Partner of Global Energy Capital since its founding in 2008. From 1997 until 2008, Mr. Fairbanks was a founder and director of the following public companies: Seajacks International; Scorpion Offshore; Floatel International; Chiles Offshore; and a founder and director of Hercules Offshore prior to its public offering. We believe Mr. Fairbanks is qualified to serve on Flowco Holdings' Board of Directors due to his extensive experience in the energy services industry. Ben A. Guill has served as a director since 2024. Since 2010, Mr. Guill has been a founding Partner of White Deer Energy, a private equity fund focused on the exploration & production, oilfield service and equipment, and midstream sectors of the oil and natural gas industry. Until April 2007, he was President of First Reserve Corporation, a corporate manager of private investments focusing on the energy and energy-related sectors, which he joined in September 1998. Prior to joining First Reserve, Mr. Guill was the Managing Director and Co-head of Investment Banking of Simmons & Company International, an investment banking firm specializing in the oil service industry. Mr. Guill also previously served as a director of NOV Inc. We believe Mr. Guill is qualified to serve on Flowco Holdings Inc.’s Board of Directors due to his extensive experience as an investment banker and private equity investor in the energy services industry, including valuable outside board experience from his previous tenures as a director of: Emerald Oil, Inc., Dresser, Inc., Quanta Services, Inc., T-3 Energy Services, Inc., Chart Industries, Inc. and the general partner of Cheniere Energy Partners, L.P. Paul W. Hobby has served as a director since January 2025. Mr. Hobby founded Genesis Park in 1999 and has served as a Managing Member since its foundation. Mr. Hobby has also served as a board member of NRG Energy since March 2006. Mr. Hobby has previously served as a board member to FloTek Industries, Inc. from March 2019 to May 2021. Mr. Hobby has previously served as Chairman and Chief Executive Officer of Texas Monthly from Nov 2016 to July 2019. Mr. Hobby has also previously served as Chairman and Chief Executive Officer of Alpheus Communications from May 2004 to December 2011. We believe Mr. Hobby is qualified to serve on Flowco Holdings' Board of Directors due to his extensive experience as a private equity investor and his extensive experience in the energy services industry, including his previous experience as a board member of NRG Energy and FloTek Industries, Inc. Cynthia L. Walker has served as a director since January 2025. Ms. Walker is the founder and currently serves as President and Chief Executive Officer of Mobius Fuels LLC, a renewable natural gas development and operating company in the United States. Prior to starting Mobius in 2024, she served as Chief Executive Officer of TES-H2, Americas and Chief Strategy Officer, TES-H2 Group, a green hydrogen company, where she served since October 2022. Prior to TES, Ms. Walker served as an executive at Occidental Petroleum Corporation (NYSE: OXY), including as Senior Vice President, Midstream & Marketing from 2016 until 2019, as Senior Vice President, Strategy & Corporate Development from 2014 until 2016, and Senior Vice President, Chief Financial Officer from 2012 until 2014. Prior to such time, Ms. Walker was a managing director in the Global Natural Resources Group and Mergers & Acquisitions Group in the Investment Banking Division at Goldman Sachs & Co. Ms. Walker also previously served as an independent director on the boards of publicly traded companies, Sempra Energy (NYSE: SRE) and Chord Energy (NASDAQ: CHRD). We believe Ms. Walker is qualified to serve on the Board of Directors of Flowco Holdings due to her extensive executive experience across the energy industry and her independent board expertise and experience at Sempra Energy and Chord Energy. William H. White has served as a director since January 2025. Since January 2024, Mr. White has served as the principal of White Interests LLC, an investment and advisory firm. Mr. White served as Chairman of Houston, Lazard Freres LLC from June 2012 to December 2023. From January 2004 to December 2009, Mr. White served as the mayor of the City of Houston. Mr. White has also served as a board member for BJ Services, Pioneer Drilling, CB&I, USEC, and the North American Electric Reliability Council. He was also President and Chief Executive Officer of WEDGE Group Incorporated, a firm with oil and gas services and equipment manufacturing subsidiaries. Mr. White served as Deputy Secretary of Energy of the United States from June 1993 to June 1995, and was in a partner in a firm specializing in antitrust and securities law. We believe Mr. White is qualified to serve on Flowco Holdings' Board of Directors due to his extensive experience in the energy industry, including his prior experience as a board member of BJ Services and other public firms.
Summary Compensation Table
Summary Compensation Table The following table presents compensation awarded to, earned by, and paid to our NEOs.
Summary Compensation Table
| Name | Year | Base Salary | Bonus | Non-Equity Incentive Compensation | Stock Awards (4)(5) | All Other Compensation (6) | Total | | Joseph R. Edwards | 2025 (2) | $700,000 | $— | $131,736 | $2,950,000 | $27,803 | $3,809,539 | | President and Chief | 2024 (3) | $254,300 | $— | $— | $285,000 | $19,573 | $558,873 | | Executive Officer | | | | | | | | | John Gatlin (1) | 2025 (2) | $307,692 | $— | $79,982 | $1,375,000 | $453,459 | $2,216,133 | | Executive Vice President and | 2024 (3) | $380,769 | $— | $381,188 | $— | $64,845 | $826,802 | | Chief Operating Officer | | | | | | | | | Chad Roberts | 2025 (2) | $450,000 | $— | $15,879 | $900,000 | $76,636 | $1,442,515 | | Executive Vice President - | 2024 (3) | $369,233 | $— | $369,639 | $— | $59,540 | $798,412 | | Production Solutions | | | | | | | | | Brooks Mims Talton III | 2025 (2) | $450,000 | $— | $66,504 | $900,000 | $52,002 | $1,468,506 | | Executive Vice President - | 2024 (3) | $428,709 | $— | $— | $400,000 | $45,483 | $874,192 | | Natural Gas Technologies | | | | | | | |
Summary Compensation Table
(1) Mr. Gatlin resigned from his position effective August 1, 2025. (2) Amounts in this row reflect compensation earned in 2025, including payments related to achievement of 2025 performance goals, as discussed below under “Bonuses.” These amounts were paid in the first quarter of 2026. (3) Amounts in this row reflect compensation earned in 2024, including payments related to achievement of 2024 performance goals, as discussed below under “Bonuses.” These amounts were paid in the first quarter of 2025. (4) Mr. Edwards and Mr. Talton elected to receive payout of their 2024 non-equity incentive compensation as restricted stock units, and those amounts are reflected in this column. (5) Amounts reported in this column represent the grant date fair market value determined in accordance with FASB ASC Topic 718 of restricted stock units granted during 2025 (granted on January 17, 2025). (6) Amounts reflected in “All Other Compensation” are detailed in the table below. Certain 2024 amounts have been revised to reflect corrections of immaterial differences of the amounts that were previously reported in our Annual Report on Form 10-K for the year ended December 31, 2024. Amounts reflected in “All Other Compensation” above are comprised of the following amounts:
Summary Compensation Table
| Name | Year | Employer Contributions to 401(k) Plan | Vehicle Allowance | Insurance Premiums | Other | Total | | Joseph R. Edwards | 2025 | $10,500 | $— | $17,303 | $— | $27,803 | | | 2024 | 4,040 | — | 15,533 | — | 19,573 | | John Gatlin (1) | 2025 | $24,069 | $17,850 | $12,602 | $398,938 | $453,459 | | | 2024 | 10,640 | 27,240 | 18,845 | 8,120 | 64,845 | | Chad Roberts | 2025 | $22,455 | $28,560 | $22,832 | $2,789 | $76,636 | | | 2024 | 8,293 | 27,240 | 18,839 | 5,168 | 59,540 | | Brooks Mims Talton III | 2025 | $12,269 | $18,156 | $21,577 | $— | $52,002 | | | 2024 | 12,002 | 11,750 | 21,731 | — | 45,483 |
Summary Compensation Table
(1) Mr. Gatlin resigned from his position effective August 1, 2025. Amounts reported in “Other” above include a severance payment of $396,769, which includes a cash payment equal to his annual base salary, which is payable over 12 months, of $192,308, a prorated payout of his non-equity incentive compensation award of $187,000, dividends accrued on restricted stock units which were paid upon vesting of $9,167, and payment of continued health insurance premiums of $8,294.
Grants of Plan Based Awards
Grants of Plan Based Awards The following table presents information about the equity and non-equity awards granted to our NEOs during 2025.
Grants of Plan Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | Name | Grant Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | Joseph R. Edwards | STI | | — | 700,000 | 700,000 | | | | | | | | PSU | | | | | — | — | — | | — | | | RSU | 1/17/2025 | | | | | | | 184,792 | 5,497,562 | | John Gatlin | STI | | — | 425,000 | 425,000 | | | | | | | | PSU | | | | | — | — | — | | — | | | RSU | 1/17/2025 | | | | | | | 57,292 | 1,704,437 | | Chad Roberts | STI | | — | 337,500 | 337,500 | | | | | | | | PSU | | | | | — | — | — | | — | | | RSU | 1/17/2025 | | | | | | | 37,500 | 1,115,625 | | Brooks Mims Talton III | STI | | — | 337,500 | 337,500 | | | | | | | | PSU | | | | | — | — | — | | — | | | RSU | 1/17/2025 | | | | | | | 54,167 | 1,611,468 |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table presents information regarding outstanding stock awards held by our NEOs as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| Name | Grant Date | Number of Shares or Units of Stock That Have Not Yet Vested | Market Value of Shares or Units of Stock That Have Not Yet Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Yet Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Yet Vested | | Joseph R. Edwards | 1/17/2025 | 134,792 | $— | — | $— | | John Gatlin | 1/17/2025 | — | $— | — | $— | | Chad Roberts | 1/17/2025 | 37,500 | $— | — | $— | | Brooks Mims Talton III | 1/17/2025 | 54,167 | $— | — | $— |
Stock Vested
Stock Vested The following table presents information for John Gatlin on the number of shares of Class A Common Stock acquired upon vesting of RSU awards in 2025 and the value realized before payment of any applicable withholding tax. None of our other NEOs had shares of our Class A common stock which vested during 2025.
Stock Vested
| | Stock Awards (1) | | | Name | Number of Shares Acquired on Vesting | Pre-tax Value Realized on Vesting | | John Gatlin | 57,292 | $984,849 |
Stock Vested
(1) Reflects shares received pursuant to RSU awards vesting in 2025. The pre-tax value realized on vesting 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 vesting date of August 1, 2025.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control Each of our NEOs may be entitled to certain compensation and benefits upon a termination of employment under their employment agreements and the terms of the Equity Plan, as described above. The description of the relevant terms of such award agreements and employment agreements set forth below does not purport to be a complete description of all of the provisions of any such agreements and is qualified in its entirety by reference to the forms of award agreements and severance agreements previously filed. • Termination for Convenience or Good Reason. Each of the current employment agreements provides that we may terminate such agreement for convenience and each NEO may terminate such agreement for good reason at any time. Upon either such termination, the NEO will be entitled to receive (i) a cash payment equal to his base salary for a period of 12 months and the applicable target payout of his bonus for the calendar year in which the termination occurs, (ii) a cash payment equal to his annual cash bonus, pro-rated for the service period rendered, for the calendar year in which the termination occurs, in addition to any unpaid bonus payments and (iii) continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for a period of up to 12 months. • Termination Upon Death or Disability. If an NEO is terminated due to his death or disability, then such NEO will be entitled to receive (i) a pro rata portion of the annual cash bonus described above, (ii) any portion of the base salary and any vacation or paid time off, as applicable, that has been earned, but remains unpaid, in each case, as of the termination date and (iii) reimbursement for any expenses properly incurred and submitted for reimbursement in accordance with our policies, which remain unpaid as of the termination date. Termination upon Change in Control. Each of the current employment agreements provides that, in the event we undergo a change in control and the employee agreement is terminated by us for convenience or by the NEO for good reason, in either case within 12 months following such change in our control, then the NEO will be entitled to receive (i) a cash payment equal to two times the sum of (a) his base salary and (b) his annual cash bonus for the calendar year in which the termination occurs in addition to any unpaid bonus payments and (ii) continued health insurance coverage under COBRA for a period of up to 12 months. Equity Awards. Subject to the terms of the applicable award agreement, upon a “change in control” (as defined in the Equity Plan), our Board of Directors may, in its discretion, determine whether some or all outstanding options and stock appreciation rights will become exercisable in full or in part, whether the restriction period and performance period applicable to some or all outstanding RSU awards will lapse in full or in part and whether the performance measures applicable to some or all outstanding PSU awards will be deemed to be satisfied. Our Board of Directors may further require that shares of stock of the corporation resulting from such a change in control, or a parent corporation thereof, or other property be substituted for some or all of our shares of Class A common stock subject to an outstanding award and that any outstanding awards, in whole or in part, be surrendered to us by the holder and be immediately cancelled by us in exchange for a cash payment, shares of Class A common stock of the corporation resulting from or succeeding us, other property or a combination of cash, such shares of stock or other property. Quantification of Payments The table below details estimated payments upon the hypothetical assumed voluntary or involuntary termination of an NEO, including payments in the event of a change of control, death, or disability. These estimates assume that the date of termination, in each, case shown below, was December 31, 2025.
Potential Payments Upon Termination or Change of Control
| | | Potential Payments Upon Termination and Change of Control | | | | | | | Name | Benefits and Payments Upon Separation | Termination for Cause | Involuntary Termination Without a Change of Control | Involuntary Termination With a Change of Control | Disability | Death | Change of Control (No Termination) | | Joseph R. Edwards | Compensation | | | | | | | | | Cash Severance | $— | $700,000 | $1,400,000 | $— | $— | $— | | | STI Award | — | 700,000 | 1,400,000 | 700,000 | 700,000 | — | | | Benefits and Perquisites | | | | | | | | | Health and Welfare Benefits | — | — | — | — | — | — | | Total | | $— | $1,400,000 | $2,800,000 | $700,000 | $700,000 | $— | | Chad Roberts | Compensation | | | | | | | | | Cash Severance | $— | $450,000 | $900,000 | $— | $— | $— | | | STI Award | — | 337,500 | 750,000 | 337,500 | 337,500 | — | | | Benefits and Perquisites | | | | | | | | | Health and Welfare Benefits | — | — | — | — | — | — | | Total | | $— | $787,500 | $1,650,000 | $337,500 | $337,500 | $— | | Brooks Mims Talton III | Compensation | | | | | | | | | Cash Severance | $— | $450,000 | $900,000 | $— | $— | $— | | | STI Award | — | 337,500 | 750,000 | 337,500 | 337,500 | — | | | Benefits and Perquisites | | | | | | | | | Health and Welfare Benefits | — | — | — | — | — | — | | Total | | $— | $787,500 | $1,650,000 | $337,500 | $337,500 | $— |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION We implemented a compensation policy, effective after the IPO, that became applicable to all of our non-employee directors. Under this compensation policy, each such non-employee director will receive an annual cash retainer of $125,000. In addition, under this policy, each such non-employee director at the time of our IPO received an initial RSU award with a grant date value of approximately $375,000 (which resulted in the award of 15,625 RSUs to each non-employee director effective January 17, 2025), with all such RSU awards vesting in twelve equal installments on each of the first twelve quarterly anniversaries following the grant date of the award, subject to such non-employee director continuing in service through such date. The vesting of all RSU awards will accelerate and vest in full upon a change in control (as defined in the Equity Plan). In addition, each non-employee director will be reimbursed for out-of-pocket expenses in connection with his or her services. The table below reflects the compensation provided during 2025 to each member of our Board who was not employed by the Company:
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Total | | Alexander Chmelev | $119,792 | $375,000 | $494,792 | | Jonathan B. Fairbanks | $119,792 | $375,000 | $494,792 | | Ben A. Guill | $119,792 | $375,000 | $494,792 | | Paul W. Hobby | $119,792 | $375,000 | $494,792 | | Cynthia L. Walker | $119,792 | $375,000 | $494,792 | | William H. White | $119,792 | $375,000 | $494,792 |
DIRECTOR COMPENSATION
(1) The amounts shown in this column reflect cash fees earned by each director during 2025 and excludes expense reimbursements. We reimburse our directors for expenses incurred in attending board meetings. (2) Amounts reported in this column represent the grant date fair market value determined in accordance with FASB ASC Topic 718 of restricted stock units granted during 2025 (granted on January 17, 2025). As of December 31, 2025, the aggregate number of unvested restricted stock unit awards held by non-employee directors were as follows:
DIRECTOR COMPENSATION
| Name | Unvested Restricted Stock Units (1) | | Alexander Chmelev | 11,719 | | Jonathan B. Fairbanks | 11,719 | | Ben A. Guill | 11,719 | | Paul W. Hobby | 11,719 | | Cynthia L. Walker | 11,719 | | William H. White | 11,719 |