DEF 14A of ProFrac Holding Corp.
Filed Apr 29, 2025 · FY20240001558370-25-005849
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 2026 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.
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.
Nominees to Our Board
| Name | Age | Position | Director Since | | Matthew D. Wilks | 42 | Executive Chairman | May 2022 | | Theresa Glebocki (1)(2) | 63 | Director | May 2022 | | Gerald Haddock (1)(2) | 77 | Director | May 2022 | | Sergei Krylov | 47 | Director | May 2022 | | Stacy Nieuwoudt (1)(2) | 45 | Director | May 2022 | | James C. Randle, Jr. | 64 | Director | January 2023 |
Nominees to Our Board
| (1) Members of our Audit Committee |
Nominees to Our Board
| (2) Members of our Compensation Committee |
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 as interim Chief Financial Officer of ProFrac Services, LLC 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. In January 2022, Mr. Wilks was appointed to and continues to serve as the Executive Chairman of the board of directors of Dawson Geophysical Company (“Dawson”). 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 (“Approach”). 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 2020. He has served as its Executive Chairman since 2023 and Chief Executive Officer since 2024. 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. 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. 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. From January 2021 to August 2024, Ms. Nieuwoudt served as a director of Independence Contract Drilling. Since October 2024, Ms. Nieuwoudt has served as a director of enCore Energy Corp. (NASDAQ: EU), a uranium producer and clean energy company, where she also serves as a member of the Audit and Compensation Committees. 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.
Nominees to 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.
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 2024, each non-employee director was entitled to receive the following compensation:
Director Compensation
| ● | an annual cash retainer of $95,000 for each calendar year; |
Director Compensation
| ● | an additional cash retainer of $20,000 for the chair of the Audit Committee; |
Director Compensation
| ● | an additional cash retainer of $15,000 for the chair of the Compensation Committee; |
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 |
Director Compensation
| ● | an additional cash fee of $1,500 for attendance at each meeting of our Board or a committee thereof. |
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 $285,000 on the applicable grant date that has vested or will vest in substantially equal installments on each of the first, second and third anniversaries of the completion of our IPO. Both awards were granted in the form of RSU awards.
Director Compensation Table for 2024 Fiscal Year
Director Compensation Table for 2024 Fiscal Year The table below sets forth the compensation of our non-employee directors received for the fiscal year ended December 31, 2024.
Director Compensation Table for 2024 Fiscal Year
| | Fees Earned or Paid in Cash | Stock Awards | Total | | Name | ($) | ($)(1)(2) | ($) | | Gerald W. Haddock | 170,000 | 150,000 | 320,000 | | Stacy Nieuwoudt | 185,000 | 150,000 | 335,000 | | Theresa Glebocki | 188,500 | 150,000 | 338,500 | | Sergei Krylov | 123,500 | 150,000 | 273,500 | | James Coy Randle, Jr. | 116,000 | 150,000 | 266,000 |
Director Compensation Table for 2024 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, 2024. 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. |
Director Compensation Table for 2024 Fiscal Year
| (2) As of December 31, 2024, the number of unvested restricted stock unit awards held by our directors was 101,753. |
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.
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
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation awarded to, earned by or paid to our NEOs for the fiscal years ended December 31, 2024 and December 31, 2023. 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.
Summary Compensation Table
| | | | | | Non-Equity | | | | Name and | | | | | Incentive Plan | All Other | Total | | Principal | | Salary | Bonus | Stock Awards | Compensation | Compensation | Compensation | | Position | Year | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($) | | Matthew D. Wilks | 2024 | 475,000 | — | 759,225 | 123,444 | 28,341 | 1,386,010 | | Principal Executive Officer | 2023 | 475,000 | — | 411,139 | — | 15,036 | 901,175 | | Johnathan L. Wilks(3) | 2024 | 475,000 | — | 709,472 | 98,755 | 78,567 | 1,361,794 | | Chief Executive Officer | 2023 | 475,000 | — | 384,318 | — | 66,872 | 926,190 | | Matt Greenwood | 2024 | 400,000 | 75,000 | 428,989 | 130,313 | 62,489 | 1,096,791 | | Chief Commercial Officer | 2023 | 400,000 | — | 403,030 | — | 65,393 | 868,423 | | Lance Turner | 2024 | 209,423 | — | — | — | 2,182,220 | 2,391,643 | | Former Chief Financial Officer | 2023 | 450,000 | — | 605,683 | — | 14,938 | 1,070,621 |
Summary Compensation Table
| (1) The amounts in this column reflect total base salary earned by each of the NEOs as of December 31 of the applicable year. For 2024, while the Committee approved the base salary amounts as reflected in this column on behalf of Messrs. Matthew D. Wilks and Johnathan L. Wilks, Messrs. Wilks each voluntarily reduced their base salaries by 10% on September 25, 2024 (the “Foregone Base Salary Amounts”). The Foregone Base Salary Amounts were not replaced with any other form of compensation. The amount in this column also represents a prorated portion of Mr. Turner’s base salary for 2024 based on the number of days worked until his termination of employment date on June 17, 2024. |
Summary Compensation Table
| (2) The amount in this column reflects a one-time cash bonus paid to Mr. Greenwood in July 2024 for services performed through June 28, 2024. |
Summary Compensation Table
| (3) Reflects the grant date fair value of awards of certain performance-based restricted stock units granted to Messrs. Matthew D. Wilks, Johnathan L. Wilks, and Greenwood on March 31, 2023 (the “2023 LTIP Awards”) pursuant to the Company’s 2022 Long-Term Incentive Plan (the “LTIP”), and awards of restricted stock units granted to Messrs. Matthew D. Wilks, Johnathan L. Wilks, and Greenwood on March 28, 2024 (the “2024 LTIP Awards,” and together with the 2023 LTIP Awards, the “LTIP Awards”). Because Mr. Turner’s employment terminated with the Company on June 17, 2024, his LTIP Awards were settled or forfeited in connection with his termination of employment under the terms of the corresponding LTIP award agreements and are therefore discussed in Footnote 5 to the “All Other Compensation” column. |
Summary Compensation Table
The number of underlying shares subject to the LTIP Awards were determined based on the closing price of the Common Stock on the March 28, 2024 and March 31, 2023 LTIP Award dates, respectively, as approved by the Compensation Committee. The 2024 LTIP Awards consist of time-based restricted stock units (“2024 RSUs”) with a grant date fair value based on the Closing Price of the Common Stock on the March 28, 2024 grant date. The performance-based restricted stock units granted to the NEOs in 2024 (the “2024 PSUs”), which include a service component that vests one year from the grant date, and includes two performance conditions based on Adjusted EBITDA and Adjusted Free Cash Flow. The grant date fair value of the 2024 PSUs was determined using the closing price of the Common Stock on May 31, 2024, June 5, 2024, and June 6, 2024 (the applicable NEO grant dates for accounting purposes). The performance-based stock units awarded under the 2023 LTIP Awards that met the definition of having a grant date in 2024 for accounting purposes (the “2023 PSUs”), which also have a service component that vests one year from the grant date along with two performance conditions based on Adjusted EBITDA and Adjusted Free Cash Flow. The grant date fair value of the 2023 PSUs was determined using the closing price of the Common Stock on May 17, 2024 for accounting purposes. Amounts reported for all performance-based restricted stock units (“PSUs”) are consistent with the grant date fair value of the probable outcome of the target performance-based conditions subject to each grant of the PSUs as well as the estimate of aggregate compensation cost to be recognized over fiscal year ending on December 31, 2024 without taking into account forfeitures, consistent with ASC Topic 718, Compensation — Stock Compensation. Because the annual performance targets specific to the awards of the 2023 PSUs and 2024 PSUs are set at the start of each respective single year during the three-year performance period under the respective award, the grant date fair value reflects the performance period with respect to the 2024 PSUs and the second year’s performance period with respect to the 2023 PSUs. For the 2024 PSUs, based on the probable outcome of the target performance-based conditions, the aggregate grant date fair value is $127,375. Based on the highest level of performance conditions (200% of the grant date fair value), the aggregate grant date fair value is $3,806,471. With respect to the 2023 PSUs, based on the probable outcome of the target performance-based conditions, the aggregate grant date fair value is $20,101. Based on the highest level of performance conditions (200% of the grant date fair value), the aggregate date fair value is $559,575. The assumptions used in calculating grant date fair value of the stock awards reported in this column are included in our audited consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 10, 2025. These amounts do not reflect the actual economic value that may be realized by the NEO and do not take into account the number or value of 2023 PSUs that Messrs. Matthew D. Wilks and Johnathan L. Wilks elected to forego after the Committee approved the grants (the “Relinquished 2023 PSUs”). The Relinquished 2023 PSUs and the LTIP Awards are further described in the Narrative to the Summary Compensation Table below under the heading Stock Awards.
Summary Compensation Table
| (4) Amounts in this column reflect certain amounts earned in 2024 by Messrs. Matthew D. Wilks, Johnathan L. Wilks, and Greenwood in connection with the 2024 annual incentive plan (the “2024 AI Awards”) as approved by the Committee. Messrs. Matthew D. Wilks and Johnathan L. Wilks voluntarily decided not to receive any payment of their 2024 AI Awards and received no other replacement compensation. Because they nonetheless earned the 2024 AI Awards pursuant to the terms of the 2024 annual incentive plan as previously approved by the Committee, their 2024 AI Award amounts are included in this column. The 2024 AI Awards are further described in the Narrative to the Summary Compensation Table below under the heading Non-Equity Incentive Plan Compensation. |
Summary Compensation Table
| (5) Amounts in this column reflect the aggregate incremental cost associated with Messrs. Johnathan L. Wilks’ and Greenwood’s personal use of a Company vehicle, which amounts to $46,761 (for Mr. Wilks) and $49,855 (for Mr. Greenwood). In 2024, the Company calculated the “aggregate incremental cost” of the Company vehicles for accounting purposes by taking into account the cost of the vehicle, insurance, maintenance, and fuel costs. The Company is therefore also updating the 2023 amounts attributable to the aggregate incremental cost for personal use of a Company vehicle for Messrs. Johnathan L. Wilks ($51,949) and Greenwood ($63,847) to reflect the amounts that would have been reported had the Company based the 2023 amounts on this 2024 calculation methodology. Amounts in this column also reflect: (a) matching contributions made under the Company’s 401(k) retirement plan to each of the NEOs (b) life insurance, accidental death and dismemberment insurance, and long-term disability premiums paid on behalf of the NEOs; and (c) with respect to Mr. Turner, (i) in connection with his termination of employment on June 17, 2024 and pursuant to the terms of Mr. Turner’s then-outstanding LTIP Awards of restricted stock units subject to time-based vesting dated May 24, 2022, March 31, 2023, and March 28, 2024, the Company’s delivery of 129,266 shares of Common Stock to Mr. Turner, with such shares being equal in value to approximately $987,592 based on the closing price of the Common Stock as of the June 17, 2024 termination date ($7.64 per share); (ii) a lump-sum payment of $55,365 for accrued and unused paid-time off payable in connection with a termination of employment under the Company’s paid-time-off policy; (iii) pursuant to the terms of the Transition and Separation Agreement between the Company and Mr. Turner dated June 17, 2024: (A) a $660,000 lump sum cash payment, and (B) a severance amount equal to his then-current base salary of $450,000, and (iv) consulting fees paid pursuant to the Consulting Agreement by and between the Company and Mr. Turner dated June 18, 2024. Pursuant to terms of the LTIP and the corresponding award agreements, Mr. Turner forfeited all outstanding and unvested PSUs as of his termination of employment date. Mr. Turner’s employment with the Company terminated effective June 17, 2024. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table reflects information regarding outstanding equity-based awards held by each NEO as of December 31, 2024, including performance-based restricted stock units and time-based restricted stock units granted under the Company’s LTIP. Such awards are reflected in each row below on an award-by-award basis. The vesting schedule for each award that has not fully vested is shown in the footnotes to this table. The Company has not granted stock options or any stock awards to our NEOs other than the awards detailed in the table below.
Outstanding Equity Awards at Fiscal Year-End
| | Equity Incentive Plan Awards(4) | | | | | | | | | | Market Value of Shares or | | | | | Number of Shares or Units of Stock | | Units of Stock that Have | | | | | that have Not Vested as of 12/31/24 | | Not Vested as of 12/31/24(3) | | | Name and | | | | | | | Principal | | | | RSUs | PSUs | | Position | Award Date | RSUs(1) | PSUs(2) | ($) | ($) | | Matthew D. Wilks | | | | | | | Principal Executive Officer | 3/31/2023 | 21,823 | | 169,346 | | | | 3/31/2023 | | 32,733 | | 254,008 | | | 3/28/2024 | 84,928 | | 659,041 | | | | 3/28/2024 | | 127,392 | | 988,562 | | Johnathan L. Wilks | | | | | | | Chief Executive Officer | 3/31/2023 | 20,286 | | 157,419 | | | | 3/31/2023 | | 30,428 | | 236,121 | | | 3/28/2024 | 78,947 | | 612,629 | | | | 3/28/2024 | | 118,421 | | 918,947 | | Lance Turner | | | | | | | Former Chief Financial Officer | 3/31/2023 | — | | — | | | | 3/31/2023 | | — | | — | | Matt Greenwood | | | | | | | Chief Commercial Officer | 3/31/2023 | 19,995 | | 155,161 | | | | 3/31/2023 | | 29,992 | | 232,738 | | | 3/28/2024 | 45,455 | | 352,731 | | | | 3/28/2024 | | 68,182 | | 529,092 |
Outstanding Equity Awards at Fiscal Year-End
| (1) All of the RSUs awarded on March 28, 2024 (the “2024 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. Two-thirds of the RSUs awarded to the NEOs on March 31, 2023 (the “2023 RSUs”) remain unvested and will vest in equal one-third tranches on the second and third anniversaries of the grant date, subject to the holder’s continuous 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 by the NEO with Good Reason (as such terms are defined in the applicable award agreement), subject to the NEO’s execution and non-revocation of a general release of claims in favor of the Company. Each RSU represents the contingent right to receive one share of the Company’s Common Stock. |
Outstanding Equity Awards at Fiscal Year-End
| (2) All of the PSUs awarded on March 28, 2024 (the “2024 PSUs”) and two-thirds of the PSUs awarded on March 31, 2023 (the “2023 PSUs,” and together with the 2024 PSUs, the “PSUs”) remain unvested and will vest annually in equal one-third tranches over each of the annual performance periods 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 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 the Company’s Common Stock. PSUs for the performance period immediately preceding an NEO’s termination of employment by the Company without Cause or by the NEO with Good Reason (as such terms are defined in the applicable award agreement) are subject to accelerated vesting, subject to the NEO’s execution and non-revocation of a general release of claims in favor of the Company. |
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 $7.76 on December 31, 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Mr. Turner did not have any outstanding equity awards to report under this table as of December 31, 2024 based on his termination from employment on June 17, 2024. |
Potential Payments On Termination of Employment under the NEO Employment Agreements
Potential Payments On Termination of Employment under the NEO Employment Agreements The following discussion describes the amounts and benefits that would be owed to Mr. Greenwood under his NEO Employment Agreement in the event of a termination of employment with the Company or upon a change in control of the Company. This discussion also describes the amounts and benefits owed to Mr. Turner under his NEO Employment Agreement at the time of his termination of employment on June 17, 2024. Mr. Turner’s separation payments and benefits are further described under the heading Separation Agreements below. Messrs. Matthew D. Wilks or Johnathan L. Wilks do not have NEO Employment Agreements and are not entitled to the following payments or benefits. Non-Renewal, Voluntary Termination, or Termination for Cause In the event of a termination of employment 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 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 the NEO’s employment were to be terminated by ProFrac without Cause or due to his 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 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 the year of termination (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. The NEO’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:
Potential Payments On 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 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; or (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. |
Potential Payments On 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. |
Payments upon Termination of Employment under the LTIP Award Agreements
Payments upon Termination of Employment under the LTIP Award Agreements Under the LTIP Award agreements governing the time-based RSUs granted to each of the NEOs, all unvested time-based RSUs will become fully vested and payable on the NEO’s termination of employment due to death, disability, by the Company without Cause, or by the NEO for Good Reason (as “Cause” and “Good Reason” are defined in substantial form under the heading Potential Payments on Termination of Employment under the NEO Employment Agreements), subject to the NEO’s execution and non-revocation of a Release. Under the LTIP Award agreements governing the performance-based RSUs granted to each of the NEOs under the LTIP, all performance-based RSUs for the immediately-preceding annual performance period will become vested and payable on the NEO’s termination of employment due to death, Disability, by the Company without Cause, or by the NEO for Good Reason as long as the NEO was employed by the Company as of the last day of such performance period, subject to the NEO’s execution and non-revocation of a Release.
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 2024. The Company did not grant option awards, non-equity incentive plan compensation, or any other perquisites to the Board of Directors during fiscal year 2024, and as such, those columns are not reflected in this table.
Director Compensation
| 2024 Director Compensation Table | | | | | | | Fees earned or paid | Stock Awards | All Other | Total | | Name | in cash ($)(1) | ($)(2) | Compensation | ($) | | Matthew D. Wilks | — | — | — | — | | Gerald W. Haddock | 170,000 | 150,000 | — | 320,000 | | Stacy Nieuwoudt | 185,000 | 150,000 | — | 335,000 | | Theresa Glebocki | 188,500 | 150,000 | — | 338,500 | | Sergei Krylov | 123,500 | 150,000 | — | 273,500 | | James Coy Randle, Jr. | 116,000 | 150,000 | — | 266,000 |
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 ($1,500 per meeting). |
Director Compensation
| (2) Represents the aggregate grant date fair value of RSUs granted under the 2022 LTIP that will vest following a one-year service vesting period, computed in accordance with FASB ASC Topic 718. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company and are relying on the scaled disclosure requirements applicable to a “smaller reporting company” within the meaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules This disclosure was prepared in accordance with the requirements of Item 402(v) and does not necessarily reflect the value actually realized by our executives, how our executives’ compensation relates to company performance, or how our Compensation Committee evaluates compensation decisions in light of Company or individual NEO performance. Our Compensation Committee does not use “compensation actually paid” as a basis for making compensation decisions, nor does it use net income (as reflected below) for purposes of determining our executive’s incentive compensation.
2024 Pay Versus Performance Table
2024 Pay Versus Performance Table
2024 Pay Versus Performance Table
| | | | Average | | | | | | | Summary | Average | | | | Summary | | Compensation | Compensation | Net | | | Compensation | Compensation | Table Total for | Actually Paid | Income | | | Table Total | Actually Paid | Non-PEO | to Non-PEO | (Loss) | | Year | for PEO ($)(1) | to PEO ($)(2) | NEOs ($)(3) | NEOs ($)(4) | ($M)(5) | | 2024 | 1,386,010 | 1,268,804 | 1,616,743 | 1,548,570 | (207.8) | | 2023 | 901,175 | (147,385) | 1,088,654 | 55,329 | (59.2) | | 2022 | 2,324,952 | 2,794,186 | 2,680,709 | 3,264,406 | 165.1 |
2024 Pay Versus Performance Table
| (1) Matthew D. Wilks was our PEO for each year presented. |
2024 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: |
2024 Pay Versus Performance Table
| (3) The individuals comprising the non-PEO NEOs for each year presented are listed below. Mr. Turner terminated employment with the Company on June 17, 2024. |
2024 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. Compensation actually paid reflects the exclusions and inclusions of certain amounts calculated according to Item 402(v) of Regulation S-K, using the valuation methodology consistent with the accounting principles under ASC Topic 718, Compensation -Stock Compensation. In the 2023 Proxy, the amount in this column reflected the aggregate (and not the average) amount of compensation actually paid to the Company's non-PEO NEOs. The 2023 amount has been updated to reflect the average amount of compensation actually paid to the Company's non-PEO NEOs, consistent with the calculation principles under Item 402(v) of Regulation S-K. |
2024 Pay Versus Performance Table
| (5) 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. |
2024 Pay Versus Performance Table
| Matthew D. Wilks | | | | | | 2022 | 2023 | 2024 | | Summary Compensation Table Total | 2,324,952 | 901,175 | 1,386,010 | | Less Aggregate Grant Date Fair Market Value of Equity Awards Granted During the Fiscal Year | 1,145,481 | 411,139 | 759,225 | | Plus Fair Value at Fiscal Year End of Outstanding Equity Awards Granted During The Fiscal Year | 1,614,715 | 277,584 | 659,041 | | 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) | (15,713) | | Plus the change in FMV as of the vesting date of equity awards granted in prior fiscal years (for which applicable vesting conditions were satisfied) | — | — | (1,309) | | Compensation Actually Paid to Mr. Matthew D. Wilks | 2,794,186 | (147,385) | 1,268,804 |
2024 Pay Versus Performance Table
| 2022 | 2023 | 2024 | | Coy Randle, Lance Turner, Johnathan L. Wilks, Robert Willette | Lance Turner, Johnathan L. Wilks, Robert Willette, Matthew Greenwood, Blaine Wilbanks, Heather Klein | Lance Turner, Johnathan L. Wilks, Matthew Greenwood |
2024 Pay Versus Performance Table
| Non-PEO NEOS | | | | | | 2022 | 2023 | 2024 | | Summary Compensation Table Total | 2,680,709 | 1,088,654 | 1,616,743 | | Less Grant Date Fair Market Value of Equity Awards Granted During the Fiscal Year | 1,430,180 | 504,282 | 379,487 | | Plus Fair Market Value at Fiscal Year End of Outstanding Equity Awards Granted During The Fiscal Year | 2,013,877 | 240,436 | 321,787 | | Plus the change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Fiscal Years (as of Year End) | — | (144,491) | (9,667) | | Plus, for any Equity Awards Granted that Vest in the Same Year, the Fair Value as of the Vesting Date | — | 58,879 | — | | 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) | — | (683,867) | (806) | | Compensation Actually Paid to our Non-PEO NEOs | 3,264,406 | 55,329 | 1,548,570 |
Analysis of the Information Presented in the Pay versus Performance Table
Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the “Executive Compensation” 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 “Executive Compensation” above for more information about our executive compensation program. Over the three-year period from 2022 to 2024, our Net Income and “Compensation Actually Paid” to our PEO and the average “Compensation Actually Paid” to our non-PEO NEOs has increased from year 2022 to 2023 and decreased from year 2023 to 2024.