Not independent
Tenure on this board
4.1 yrs
Also a director at
Dawson Geophysical Co (DWSN)Flotek Industries Inc (FTK)
6 nominees · 3 ballot items.
Vote to elect six directors, cast a non-binding advisory “say-on-pay” vote to approve named executive officer compensation, and ratify Grant Thornton LLP as the independent registered public accounting firm for fiscal year 2026.
Elect six nominees identified in the proxy to serve as directors for a one-year term (or until their successors are elected and qualified).
A non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s disclosed named executive officer (NEO) compensation, commonly known as a “say-on-pay” vote, as required by Dodd-Frank and Section 14A of the Exchange Act. Management seeks endorsement to validate its pay philosophy, which it describes as a mix of base salary, annual performance cash incentives and long-term equity awards (time‑based RSUs and performance‑based PSUs) intended to align management’s interests with stockholder value. The proxy discloses detailed features of the LTIP (60% PSUs weighted to Adjusted EBITDA, Adjusted Free Cash Flow and other corporate achievements; 40% time‑based RSUs) and describes the Compensation Committee’s use of target, threshold and maximum payout ranges (0%–200%). The filing notes certain executive election decisions (e.g., two executives voluntarily forewent certain earned awards) and describes formulaic and discretionary elements in annual incentive payouts tied to profitability, safety and individual contributions. Because this vote is advisory, approval would not change compensation contracts directly but would signal stockholder support and inform the Compensation Committee’s future design and governance choices; a negative result would typically prompt the Board and compensation committee to engage with investors and potentially adjust program design. Company‑specific context includes its status as a controlled company (the Wilks Parties hold ~82% of voting power), which may reduce the practical governance impact of a negative advisory vote, and the use of both objective financial metrics and discretionary corporate achievements that create judgment in realized payouts. The Board recommends a FOR vote, citing alignment with stockholder value and the design features intended to tie pay to performance while retaining flexibility to address operational realities. In evaluating this proposal an analyst should weigh the formal linkages to Adjusted EBITDA and Free Cash Flow and the presence of discretionary components, the reported forfeitures/relinquishments and voluntary declines by executives, and the company’s controlled‑company structure which may limit shareholder influence over compensation outcomes.
Ratify the Audit Committee’s appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FIRST FINANCIAL BANKSHARES INC | 2.1% | 3,889,478 | $24M |
| 2 | AQR CAPITAL MANAGEMENT LLC | 0.8% | 1,497,605 | $9M |
| 3 | Crestview Partners III GP, L.P. | 0.8% | 1,439,218 | $9M |
| 4 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 0.7% | 1,252,080 | $8M |
| 5 | D. E. Shaw Co., Inc.Activist | 0.6% | 1,162,917 | $7M |
| 6 | SIR Capital Management, L.P. | 0.6% | 1,104,261 | $7M |
| 7 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.6% | 1,060,488 | $7M |
| 8 | WELLS FARGO COMPANY/MN | 0.6% | 1,055,454 | $7M |
| 9 | BNP PARIBAS FINANCIAL MARKETS | 0.6% | 1,003,809 | $6M |
| 10 | BlackRock, Inc. | 0.5% | 969,289 | $6M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.