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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1.
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To elect three Class I Directors, the names of whom are set forth in the accompanying proxy statement, to serve until the 2027 Annual Meeting of Stockholders.
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2.
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To ratify the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
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3.
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Advisory, non-binding vote to approve the compensation of the Company's Named Executive Officers for the year ended December 31, 2023.
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4.
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To transact such other business as may properly be brought before the Annual Meeting.
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By Order of the Board of Directors,
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/s/ Christopher M. Powell
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Christopher M. Powell
Chief Legal Officer and Corporate Secretary
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April 4, 2024
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Shares Beneficially Owned by Certain Beneficial Owners
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Class A Common Stock
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Class B Common Stock(1)
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Combined Voting Power(2)
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||||||||||
Name and Address of 5%
Beneficial Owner
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| |
Number
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% of
class
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| |
Number
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% of
class
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| |
Number
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% of
class
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Yorktown Energy Partners X, L.P.(3)(4)
410 Park Avenue, 19th Floor
New York, New York 10022
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-
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-
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8,054,234
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58.9%
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8,054,234
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18.3%
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William A. Zartler(5)(6)
9651 Katy Freeway, Suite 300
Houston, Texas 77024
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864,963
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2.8%
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4,240,315
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31.0%
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5,105,278
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11.6%
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Solaris Energy Capital, LLC(6)(7)
9651 Katy Freeway, Suite 300
Houston, Texas 77024
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-
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-
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3,513,496
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25.7%
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3,513,496
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8.0%
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THRC Holdings, LP(8)(9)
17018 IH 20,
Cisco, TX 76437
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3,218,875
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10.6%
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-
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-
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3,218,875
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7.3%
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BlackRock Inc.(10)
55 East 52nd Street
New York, NY 10055
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2,653,323
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8.7%
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-
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-
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2,653,323
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6.0%
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The Vanguard Group LLC(11)
100 Vanguard Blvd.Malvern,
PA 19355
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1,713,940
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5.6%
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1,713,940
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3.9%
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Dimensional Fund Advisors LP(12)
6300 Bee Cave Road, Building One
Austin, TX 78746
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1,540,053
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5.1%
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-
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-
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1,540,053
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3.5%
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Van Eck Associates Corporation(13)
666 Third Ave., 9th Floor
New York, New York 10017
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1,728,080
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5.7%
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-
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-
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1,728,080
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3.9%
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*
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Less than 1%.
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(1)
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Subject to the terms of the Solaris Oilfield Infrastructure, LLC ("Solaris LLC") limited liability company agreement (as amended and restated, the "Solaris LLC Agreement"), certain of our officers and directors and the other members of Solaris LLC (collectively, the "Original Investors") have, subject to certain limitations, the right to cause Solaris LLC to acquire all or a portion of their membership interests in Solaris LLC (the "Solaris LLC Units") for either (a) shares of our Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each Solaris LLC Unit redeemed or (b) an amount in cash equal to the product of (x) the number of Class A Common Stock issuable pursuant to clause (a) and (y) the average volume-weighted closing price of the Class A Common Stock for the 10-day period following the delivery of the redemption notice, in each case, at the Company's option. In connection with such acquisition, the corresponding number of shares of Class B Common Stock will be cancelled. Pursuant to Rule 13d-3 under the Exchange Act, a person has beneficial ownership of a security as to which that person, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares voting power and/or investment power of such security and as to which that person has the right to acquire beneficial ownership of such security within 60 days. Since the Company has the option to deliver cash in lieu of shares of Class A Common Stock upon exercise by a Solaris LLC Unit holder of its redemption right, beneficial ownership of Class B Common Stock and Solaris LLC Units is not reflected as beneficial ownership of shares of our Class A Common Stock for which such Solaris LLC Units and Class B Common Stock may be redeemed.
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(2)
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Represents percentage of voting power of our Class A Common Stock and Class B Common Stock voting together as a single class. Each share of Class B Common Stock has no economic rights but entitles the holder thereof to one vote for each Solaris LLC Unit held by such holder. Accordingly, the holders of our Class B Common Stock collectively have a number of votes in the Company equal to the number of Solaris LLC Units that they hold.
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(3)
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Based on a Schedule 13G/A filing with the SEC on February 14, 2023. Yorktown Energy Partners X, L.P. reported sole voting and dispositive power as to 8,054,234 shares of Class B Common Stock.
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(4)
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Yorktown X Company L.P. is the sole general partner of Yorktown Energy Partners X, L.P. Yorktown X Associates LLC is the sole general partner of Yorktown X Company L.P. As a result, Yorktown X Associates LLC may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown Energy Partners X, L.P. Yorktown X Company L.P. and Yorktown X Associates LLC disclaim beneficial ownership of the shares held by Yorktown Energy Partners X, L.P. in excess of their pecuniary interest therein. W. Howard Keenan, Jr., a director of the Company, is a manager of Yorktown X Associates LLC. Mr. Keenan disclaims beneficial ownership of the shares held by Yorktown Energy Partners X., L.P.
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(5)
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Based on a Schedule 13G/A filing with the SEC on February 15, 2024 and a Form 4 filed on March 5, 2024. Mr. Zartler reported sole voting and dispositive power as to 864,963 shares of Class A Common Stock and 4,240,315 shares of Class B Common Stock, which includes 3,513,496 shares of Class B Common Stock held through Solaris Energy Capital, LLC where Mr. Zartler is the sole member and has authority to vote or dispose of those shares in his sole discretion.
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(6)
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Mr. Zartler is the sole member of Solaris Energy Capital, LLC and has the authority to vote or dispose of the shares held by Solaris Energy Capital, LLC in his sole discretion. Mr. Zartler disclaims beneficial ownership of the shares held by Solaris Energy Capital, LLC in excess of his pecuniary interest therein.
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(7)
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Based on a Schedule 13G/A filing with the SEC on February 15, 2022. Solaris Energy Capital, LLC reported sole voting and dispositive power as to 3,513,496 shares of Class B Common Stock.
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(8)
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Based on a Schedule 13G/A joint filing with the SEC on February 22, 2023 by Dan H. Wilks, Staci Wilks, THRC Management, LLC and THRC Holdings, LP (collectively, the "Reporting Persons"). The Reporting Persons reported shared voting and dispositive power as to 3,218,875 shares of Class A Common Stock.
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(9)
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THRC Management, LLC ("Management") as General Partner of THRC Holdings, L.P. ("Holdings"), has exclusive voting and investment power over the shares of Class A Common Stock held by Holdings, and therefore may be deemed to beneficially own such shares. Dan H. Wilks, as sole Manager of Management, together with his spouse, Staci Wilks, who share the same household, may be deemed to exercise voting and investment power over the shares of the Class A Common Stock directly owned by Holdings and therefore may be deemed to beneficially own such shares.
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(10)
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Based on a Schedule 13G/A filing with the SEC on January 25, 2024. Blackrock, Inc. reported sole voting power as to 2,570,414 shares of Class A Common Stock and sole dispositive power as to 2,653,323 shares of Class A Common Stock.
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(11)
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Based on a Schedule 13G/A filing with the SEC on February 13, 2024. The Vanguard Group reported shared voting power as to 16,160 shares of Class A Common Stock, sole dispositive power as to 1,688,087 shares of Class A Common Stock and shared dispositive power as to 25,853 shares of Class A Common Stock.
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(12)
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Based on a Schedule 13G filing with the SEC on February 9, 2024. Dimensional Fund Advisors LP reported sole voting power as to 1,540,053 shares of Class A Common Stock and sole dispositive power as to 1,503,157 shares of Class A Common Stock.
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(13)
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Based on a Schedule 13G filing with the SEC on February 10, 2022 by Van Eck Associates Corporation. Van Eck Associates Corporation reported sole voting and dispositive power as to 1,728,080 shares of Class A Common Stock.
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Shares Beneficially Owned by Directors and Executive Officers
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Class A Common Stock
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Class B Common Stock(1)
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Combined Voting Power(2)
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Name and Address of
Beneficial Owner
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Number
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% of
class
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| |
Number
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% of
class
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Number
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%
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Directors
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Laurie H. Argo(3)
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28,839
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*
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-
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*
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28,839
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*
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James R. Burke(4)
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11,905
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*
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42,734
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| |
*
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54,639
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*
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Cynthia M. Durrett(5)
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159,903
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*
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165,038
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1.2%
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324,941
|
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*
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Edgar R. Giesinger(3)
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81,679
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*
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-
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-
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81,679
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*
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W. Howard Keenan, Jr(6)
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71,587
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*
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8,054,234
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58.9%
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8,125,821
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18.5%
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F. Gardner Parker(7)
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76,787
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*
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-
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-
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76,787
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*
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A. James Teague(3)
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80,087
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*
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-
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| |
-
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80,087
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| |
*
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Ray N. Walker, Jr.(3)
|
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65,044
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*
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-
|
| |
-
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65,044
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*
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William A. Zartler(8)
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864,963
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2.8%
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4,240,315
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31.0%
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5,105,278
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11.6%
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Shares Beneficially Owned by Directors and Executive Officers
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Class A Common Stock
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Class B Common Stock(1)
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Combined Voting Power(2)
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Name and Address of
Beneficial Owner
|
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Number
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% of
class
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| |
Number
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% of
class
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| |
Number
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%
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Other Named Executive Officers
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Kyle S. Ramachandran(9)
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336,497
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1.1%
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546,677
|
| |
4.0%
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| |
883,174
|
| |
2.0%
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Kelly L. Price(10)
|
| |
294,183
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1.0%
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-
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-
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294,183
|
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*
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Christopher M. Powell(11)
|
| |
130,202
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*
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-
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-
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130,202
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*
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Directors and All Executive Officers as a Group (13 persons)(12)
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2,233,779
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7.4%
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13,048,998
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95.4%
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15,282,777
|
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34.7%
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*
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Less than 1%.
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(1)
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Subject to the terms of the Solaris LLC Agreement, each Original Investor has, subject to certain limitations, the right to cause Solaris LLC to acquire all or a portion of its Solaris LLC Units for either (a) shares of our Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each Solaris LLC Unit redeemed or (b) an amount in cash equal to the product of (x) the number of Class A Common Stock issuable pursuant to clause (a) and (y) the average volume-weighted closing price of the Class A Common Stock for the 10-day period following the delivery of the redemption notice, in each case, at the Company's option. In connection with such acquisition, the corresponding number of shares of Class B Common Stock will be cancelled. Pursuant to Rule 13d-3 under the Exchange Act, a person has beneficial ownership of a security as to which that person, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares voting power and/or investment power of such security and as to which that person has the right to acquire beneficial ownership of such security within 60 days. Since the Company has the option to deliver cash in lieu of shares of Class A Common Stock upon exercise by a Solaris LLC Unit holder of its redemption right, beneficial ownership of Class B Common Stock and Solaris LLC Units is not reflected as beneficial ownership of shares of our Class A Common Stock for which such Solaris LLC Units and Class B Common Stock may be redeemed.
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(2)
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Represents percentage of voting power of our Class A Common Stock and Class B Common Stock voting together as a single class. Each share of Class B Common Stock has no economic rights, but entitles the holder thereof to one vote for each Solaris LLC Unit held by such holder. Accordingly, the holders of our Class B Common Stock collectively have a number of votes in the Company equal to the number of Solaris LLC Units that they hold.
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(3)
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Includes 11,905 shares of unvested restricted Class A Common Stock for which the holder has sole voting but no dispositive power.
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(4)
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Includes 11,905 shares of unvested restricted Class A Common Stock for which the holder has sole voting but no dispositive power and 42,734 shares of Class B Common Stock.
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(5)
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Includes 101,701 shares of unvested restricted Class A Common Stock for which the holder has sole voting but no dispositive power and 165,038 shares of Class B Common Stock.
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(6)
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Includes 11,905 shares of unvested restricted Class A Common Stock for which the holder has sole voting but no dispositive power and 8,054,234 shares of Class B Common Stock held directly by Yorktown Energy Partners X, L.P., a Delaware limited Partnership. Mr. Keenan is a member and manager of Yorktown X Associates LLC, a general partner of Yorktown X Company LP, the general partner of Yorktown X. Mr. Keenan disclaims beneficial ownership of these securities in excess of his pecuniary interest therein.
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(7)
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Shares shown above include (i) 11,905 shares of unvested restricted Class A Common Stock for which the holder has sole voting but no dispositive power and (ii) 5,200 shares beneficially owned by Mr. Parker's family member. Mr. Parker disclaims beneficial ownership of such shares in excess of his pecuniary interest therein.
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(8)
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Includes 436,717 shares of unvested restricted Class A Common Stock for which the holder has sole voting but no dispositive power, 726,819 shares of Class B Common Stock held directly by the holder and 3,513,496 shares of Class B Common Stock held through Solaris Energy Capital, LLC. Mr. Zartler is the sole member of Solaris Energy Capital, LLC and has the authority to vote or dispose of the shares held by Solaris Energy Capital, LLC in his sole discretion. Mr. Zartler disclaims beneficial ownership of the shares held by Solaris Energy Capital, LLC in excess of his pecuniary interest therein.
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(9)
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Includes 184,953 shares of unvested restricted Class A Common Stock for which the holder has sole voting but no dispositive power, 489,511 shares of Class B Common Stock held directly by the holder and 57,166 shares of Class B Common Stock held indirectly by the Equity Trust Company, Custodian FBO Kyle Ramachandran IRA. Mr. Ramachandran has the authority to vote or dispose of the shares held by the Equity Trust Company, Custodian FBO Kyle Ramachandran IRA in his sole discretion. Mr. Ramachandran disclaims beneficial ownership of the shares held by the Equity Trust Company, Custodian FBO Kyle Ramachandran IRA in excess of his pecuniary interest therein.
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(10)
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Includes 133,078 shares of unvested restricted Class A Common Stock for which the holder has sole voting but no dispositive power.
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(11)
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Includes 105,583 shares of unvested restricted Class A Common Stock for which the holder has sole voting but no dispositive power.
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(12)
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Includes 1,077,470 of Class A Common Stock that remain subject to vesting.
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Name (Age)
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Business Experience During Past 5 Years and Other Information
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Director
Since
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Director
Class
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William A. Zartler (58)
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William A. Zartler is our Chairman and has served as a member of the Board since February 2017 and a manager of our predecessor since October 2014. Mr. Zartler was also appointed Chief Executive Officer by the Board in July 2018. Mr. Zartler founded Loadcraft Site Services, LLC and served as its Executive Chairman from February 2014 to September 2014. Mr. Zartler served as our predecessor's Chief Executive Officer and Chairman from October 2014 through our IPO in May 2017. Mr. Zartler also currently serves as Executive Chairman of Aris Water Solutions, Inc. ("ARIS") (NYSE: ARIS), a role he has held since its initial public offering in October 2021, and previously served as Chairman and Chief Executive Officer of the predecessor to ARIS from its inception in 2014 through its initial public offering in October 2021. Mr. Zartler has extensive experience in both energy industry investing and managing growth businesses. Prior to founding our predecessor, in January 2013 Mr. Zartler founded Solaris Energy Capital, LLC, a private investment firm focused on investing in and managing emerging, high growth potential businesses primarily in midstream energy and oilfield services, including Solaris LLC, and Mr. Zartler continues to serve as the sole member and manager of Solaris Energy Capital, LLC, a related party of the Company. Prior to founding Solaris Energy Capital, LLC, Mr. Zartler was a founder and Managing Partner of Denham Capital Management ("Denham"), a $7 billion global energy and commodities private equity firm, from its inception in 2004 to January 2013. Mr. Zartler led Denham's global investing activity in the midstream and oilfield services sectors and served on the firm's Investment and Executive Committees. Previously, Mr. Zartler held the role of Senior Vice President and General Manager at Dynegy Inc., building and managing the natural gas liquids business.
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2017
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Class III
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Mr. Zartler also served as a director of the general partner of NGL Partners LP (NYSE: NGL) from its inception in September 2012 to
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Name (Age)
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Business Experience During Past 5 Years and Other Information
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Director
Since
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Director
Class
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August 2013. Mr. Zartler began his career at Dow Hydrocarbons and Resources. Mr. Zartler received a Bachelor of Science in Mechanical Engineering from the University of Texas at Austin and a Master of Business Administration from Texas A&M University. Mr. Zartler serves on the Engineering Advisory Board of the Cockrell School of Engineering at the University of Texas at Austin.
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We believe that Mr. Zartler's industry experience and deep knowledge of our business makes him well suited to serve as a member of the Board.
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Laurie H. Argo (52)
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Laurie H. Argo has served as a member of the Board since March 2022 and currently serves on the Audit Committee. Since January 1, 2023, Ms. additionally currently serves on the board of directors of the general partner of Viper Energy, Inc. (NASDAQ: VNOM). Previously, Ms. Argo served on the board of the general partner of Rattler Midstream LP (f/k/a NASDAQ: RTLR) ("Rattler") where she served as a member on both the Audit and Conflicts Committees, from May 2019 until August 2023, at which time Rattler was acquired by Diamondback Energy, Inc (NASDAQ: FANG). From August 2018 through June 2021, Ms. Argo served as a director on the board of EVRAZ plc, a multinational, vertically integrated steel making and mining company and was a member of both its Audit and Remuneration Committees. Since October 2017, Ms. Argo has performed consulting services for clients within the energy industry. From January 2015 until September 2017, Ms. Argo served as Senior Vice President of Enterprise Products Holdings LLC, the general partner of Enterprise Products Partners L.P. (NYSE: EPD) ("Enterprise LP"), a midstream natural gas and crude oil pipeline company. From October 2014 to February 2015, Ms. Argo served as President and Chief Executive Officer of OTLP GP, LLC, the general partner of Oiltanking Partners, L.P., an affiliate of Enterprise LP. From January 2014 to January 2015, Ms. Argo was Vice President, NGL Fractionation, Storage and Unregulated Pipelines of Enterprise LP. From 2005 to January 2014, Mr. Argo held various positions in the NGL and Natural Gas Processing businesses for Enterprise LP, where her responsibilities included the commercial and financial management of four joint venture companies. From 2001 to 2004, Ms. Argo worked for San Diego Gas and Electric Company in San Diego, California and PG&E Gas Transmission, a subsidiary of PG&E Corporation (NYSE: PCG), in Houston, Texas from 1997 to 2000. Ms. Argo earned an Masters of Business Administration from National University in La Jolla, California and graduated from St. Edward's University in Austin, Texas with a degree in accounting. Ms. Argo has over 25 years of experience in the energy industry and maintains multiple organizational memberships including the National Association of Corporate Directors ("NACD").
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| |
2022
|
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Class I
|
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Ms. Argo has broad knowledge of the energy industry and significant financial and accounting experience as a director on the
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boards and committees of numerous companies, including audit committees of numerous public companies. We believe her skills and experience qualify her to serve as a member of the Board.
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Name (Age)
|
| |
Business Experience During Past 5 Years and Other Information
|
| |
Director
Since
|
| |
Director
Class
|
James R. Burke (86)
|
| |
James R. Burke has served as a member of the Board since May 2017 and served as a manager of our predecessor from October 2014 to May 2017 and currently serves as Chairman of our Nominating & Governance Committee. From July 2013 until January 2018 Mr. Burke served on the board of Centurion, a private equity sponsored oilfield services company based in Aberdeen, Scotland. Mr. Burke served as the Chief Executive Officer and President of Forum Energy Technologies ("Forum") from May 2005 to October 2007 and as Chairman of Forum from 2007 to 2010. Mr. Burke retired from his position as Chairman of Forum in 2010, subsequent to which he evaluated potential opportunities prior to becoming a director of Centurion. Prior to joining Forum, Mr. Burke served as Chief Executive Officer of Access Oil Tools Inc. ("Access") from April 2000 to May 2005. Before joining Access, Mr. Burke held various positions with Weatherford International Ltd. ("Weatherford") from January 1991 to August 1999, including Executive Vice President responsible for all manufacturing operations and engineering at its Compressor Division. Prior to joining Weatherford, Mr. Burke was employed by Cameron Iron Works ("Cameron") from 1967 to 1989, where he held positions of increasing seniority, including Vice President of Cameron's Ball Valve division. Mr. Burke holds a Bachelor of Science in Electrical Engineering from University College, Dublin, Ireland, and a Master of Business Administration from Harvard University.
|
| |
2017
|
| |
Class I
|
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Mr. Burke has broad knowledge of the energy industry and significant operating experience. We believe his skills and industry experience qualify him to serve as a member of the Board.
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Cynthia M. Durrett (59)
|
| |
Cynthia M. Durrett has served as a member of the Board since March 2019 and as our Chief Administrative Officer since March 2017. Ms. Durrett was previously our Vice President of Business Operations from October 2014 to February 2017 and the Vice President of Business Operations of Solaris Energy Capital, LLC from October 2013 to September 2014, a related party of the Company. From July 2013 to September 2013, Ms. Durrett served as an independent consultant in the proppant industry. From 2007 to June 2013, Ms. Durrett was the Director of Business Planning and Capital Projects for Cadre Proppants. Ms. Durrett previously served as Managing Director of Dynegy Midstream Services, where she provided leadership to several sectors of the organization including information technology, regulated energy delivery, natural gas liquids and midstream. Ms. Durrett began her career at Ferrell North America, where she managed operations for the energy commodities trading business, including natural gas liquids and refined products. Ms. Durrett received a Bachelor of Science in Business Administration from Park University in
|
| |
2019
|
| |
Class II
|
| |
Kansas City, Missouri, where she graduated with distinction.
|
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Ms. Durrett's extensive operational knowledge and experience in the energy industry makes her well suited to serve as a member of our Board.
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Name (Age)
|
| |
Business Experience During Past 5 Years and Other Information
|
| |
Director
Since
|
| |
Director
Class
|
Edgar R. Giesinger (67)
|
| |
Edgar R. Giesinger has served as a member of the Board since May 2017 and currently serves on our Nominating & Governance Committee and as Chairman of our Audit Committee. Mr. Giesinger retired as a managing partner from KPMG LLP in 2015. Since November 2015, Mr. Giesinger has served on the board of directors of Geospace Technologies Corporation (NASDAQ: GEOS), a publicly traded company primarily involved in the design and manufacture of instruments and equipment utilized in oil and gas industries. Mr. Giesinger served on the board of directors of Newfield Exploration Company, a publicly traded crude oil and natural gas exploration and production company, from August 2017 until February 2019 when it was sold to Encana Corporation. He has 35 years of accounting and finance experience working mainly with publicly traded corporations. Over the years, he has advised a number of clients in accounting and financial matters, capital raising, international expansions and in dealings with the SEC. While working with companies in a variety of industries, his primary focus has been energy and manufacturing clients. Mr. Giesinger is a certified public accountant in the State of Texas. He has lectured and led seminars on various topics dealing with financial risks, controls and financial reporting.
|
| |
2017
|
| |
Class III
|
| | | | | | ||||
| |
We believe that Mr. Giesinger's extensive financial and accounting experience, including that related to the energy and manufacturing industries, qualifies him to effectively serve as a member of the Board.
|
| | | | |||
| | | | | | ||||
W. Howard Keenan, Jr. (73)
|
| |
W. Howard Keenan, Jr. has served as a member of the Board since May 2017 and served as a manager of our predecessor from November 2014 to May 2017 and currently serves on our Nominating & Governance Committee. Mr. Keenan has over 45 years of experience in the financial and energy businesses. Since 1997, he has been a Member of Yorktown Partners LLC, a private investment manager focused on the energy industry. From 1975 to 1997, he was in the Corporate Finance Department of Dillon, Read & Co. Inc. and active in the private equity and energy areas, including the founding of the first Yorktown Partners fund in 1991. Mr. Keenan also serves on the boards of directors of the following public companies:
|
| |
2017
|
| |
Class II
|
| | | | | | ||||
| |
Antero Resources Corporation (NYSE: AR), Antero Midstream Corporation (NYSE: AM) and Aris Water Solutions, Inc. (NYSE: ARIS). In addition, he is currently serving, and has previously served, as a director of multiple Yorktown Partners portfolio
|
| | | | |||
| |
companies. Mr. Keenan holds a Bachelor of Arts degree cum laude from Harvard College and a Master of Business Administration degree from Harvard University.
|
| | | | |||
| | | | | | ||||
| |
Mr. Keenan has broad knowledge of the energy industry and significant experience with energy companies. We believe his skills and background qualify him to serve as a member of the Board.
|
| | | | |||
| | | | | |
Name (Age)
|
| |
Business Experience During Past 5 Years and Other Information
|
| |
Director
Since
|
| |
Director
Class
|
F. Gardner Parker (82)
|
| |
F. Gardner Parker has served as a member of the Board since May 2017 and currently serves on our Audit Committee and as Chairman of our Compensation Committee. Mr. Parker has been a private investor since 1984. Mr. Parker served as a director of Carrizo Oil & Gas, Inc. ("Carrizo") (f/k/a NASDAQ: CRZO), including Chairman of its Audit Committee and as Lead Independent Director, from 2000 until 2019 when Carrizo was sold to Callon Petroleum Company (NYSE: CPE). Mr. Parker also served on the board and as Chairman of the Audit Committee of Sharps Compliance Corp. (f/k/a NASDAQ: SMED), a medical waste management services provider from February 2003 until September 2019. Mr. Parker served as a Trust Director of Camden Property Trust ("Camden") (NYSE: CPT) from 1993 until his mandatory retirement in 2017. Previously, Mr. Parker was a director of Triangle Petroleum Corporation from November 2009 to July 2015 and a director of Hercules Offshore Inc. from 2005 to November 2015. Mr. Parker was a founding director for Camden in 1993 and also served as the Lead Independent Trust Manager from 1998 to 2008. In the private sector, Mr. Parker is Chairman of the boards of directors of Edge Resources LTD, Enterprise Offshore Drilling and Norton Ditto. He was a partner at Ernst & Ernst (now Ernst & Young LLP) from 1978 to 1984. Mr. Parker is a graduate of the University of Texas and is a certified public accountant in Texas. Mr. Parker is board certified by the NACD, where he serves as a NACD Board Leadership Fellow.
|
| |
2017
|
| |
Class I
|
| | | | | | ||||
| |
Mr. Parker has broad knowledge of the energy industry and significant experience as a director on the boards and audit, compensation and corporate governance committees of numerous public and private companies. We believe his skills and experience qualify him to serve as a member of the Board.
|
| | | | |||
| | | | | | ||||
A. James Teague (79)
|
| |
A. James Teague has served as a member of the Board since May 2017 and currently serves on our Audit and Compensation Committees. Mr. Teague has served as the Co-Chief Executive Officer of Enterprise Products Holdings LLC ("Enterprise") since January 2020, has been a Director of Enterprise since July 2008 and serves as Co-Chairman of the Capital Projects Committee of Enterprise since November 2016. Mr. Teague previously served as the Chief Executive Officer of Enterprise from January 2016 to January 2020, Chief Operating Officer of Enterprise from November 2010 to December 2015 and served as an Executive Vice President of Enterprise from November 2010 until February 2013. Mr. Teague joined Enterprise in connection with its purchase of certain midstream energy assets from affiliates of Shell Oil Company in 1999. From 1998 to 1999, Mr. Teague served as President of Tejas Natural Gas Liquids, LLC, then an affiliate of Shell. From 1997 to 1998, he was President of Marketing and Trading for MAPCO, Inc. Prior to 1997 he spent 22 years with Dow Inc. (NYSE: DOW) in various roles including Vice President, Hydrocarbon Feedstocks.
|
| |
2017
|
| |
Class III
|
| | | | | | ||||
| |
Mr. Teague has broad knowledge of the energy industry and significant operating experience. We believe his skills and industry experience qualify him to serve as a member of the Board.
|
| | | |
Name (Age)
|
| |
Business Experience During Past 5 Years and Other Information
|
| |
Director
Since
|
| |
Director
Class
|
Ray N. Walker, Jr. (66)
|
| |
Ray N. Walker, Jr. has served as a member of the Board since August 2018 and currently serves on our Compensation Committee. Mr. Walker has served as the Chief Operating Officer of Encino Energy, a private oil and gas acquisition and development company, since September 2018. Mr. Walker retired as executive vice president and chief operating officer of Range Resources Corporation ("Range Resources") (NYSE: RRC) in April 2018. Range Resources is a publicly traded, independent natural gas, natural gas liquids and oil company engaged in the exploration, development and acquisition of natural gas and crude oil properties. Mr. Walker joined Range Resources in 2006 and was elected to the role of executive vice president and chief operating officer in January 2014. Previously, Mr. Walker served as Senior Vice President - Chief Operating Officer, Senior Vice President-Environment, Safety and Regulatory and Senior Vice President-Marcellus Shale for Range Resources where he led the development of Range Resources' Marcellus Shale division. Mr. Walker is a petroleum engineer with more than 45 years of oil and gas operations and management experience having previously been employed by Halliburton Company (NYSE: HAL) in various technical and management roles, Union Pacific Resources Group, Inc. and several private companies in which Mr. Walker served as an officer. Mr. Walker holds a Bachelor of Science degree in Agricultural Engineering with honors from Texas A&M University.
|
| |
2018
|
| |
Class II
|
| | | | | | ||||
| |
Mr. Walker has broad knowledge of the energy industry and significant operating experience. We believe his skills and industry experience qualify him to serve as a member of the Board.
|
| | | |
•
|
an annual cash retainer, valued at $90,000 for the Chairman of the Audit Committee, $75,000 for the Chairman of the Compensation Committee, and $65,000 for all other non-employee Directors, plus an additional cash retainer of $20,000 for the Lead Director, in each case, payable quarterly in arrears; and
|
•
|
an annual equity-based award with an aggregate fair market value (determined on the date of grant) of $130,000 for all non-employee Directors.
|
Name
|
| |
Fees
Earned or
Paid in
Cash
($)(1)
|
| |
Stock
Awards
($)(2)
|
| |
Total
($)
|
A. James Teague
|
| |
$62,500
|
| |
$130,000
|
| |
$192,500
|
Edgar R. Giesinger
|
| |
$90,000
|
| |
$130,000
|
| |
$220,000
|
Laurie H. Argo
|
| |
$62,500
|
| |
$130,000
|
| |
$192,500
|
Ray N. Walker, Jr.
|
| |
$62,500
|
| |
$130,000
|
| |
$192,500
|
F. Gardner Parker
|
| |
$92,500
|
| |
$130,000
|
| |
$222,500
|
W. Howard Keenan, Jr.
|
| |
$62,500
|
| |
$130,000
|
| |
$192,500
|
James R. Burke
|
| |
$62,500
|
| |
$130,000
|
| |
$192,500
|
(1)
|
Amounts shown in this column reflect the pro-rated amount paid in cash to each respective director, reflecting the increase to each director's annual fees earned, which took effect in the third quarter of 2023.
|
(2)
|
Amounts shown in this column reflect the aggregate grant date fair value of the restricted stock awards granted under the Solaris Oilfield Infrastructure, Inc. 2017 Long-Term Incentive Plan, as amended (the "LTIP") in August 2023 to our non-employee Directors, calculated in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718, disregarding estimated forfeitures. For additional information about the assumptions used in the valuation of these awards, see Note 9 to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. As of December 31, 2023, each of our non-employee directors held 11,905 unvested shares of restricted stock.
|
Name
|
| |
Age
|
| |
Position with Solaris Oilfield Infrastructure, Inc.
|
Kyle S. Ramachandran
|
| |
39
|
| |
President and Chief Financial Officer
|
Kelly L. Price
|
| |
65
|
| |
Chief Operating Officer
|
Christopher P. Wirtz
|
| |
50
|
| |
Chief Accounting Officer
|
Christopher M. Powell
|
| |
49
|
| |
Chief Legal Officer and Corporate Secretary
|
•
|
Build shareholder value and create a shareholder mentality by aligning the interests of our NEOs with our investors;
|
•
|
Attract and retain a qualified and motivated management team by offering competitive industry opportunities and providing the majority of NEO compensation in the form of long-term incentives; and
|
•
|
Incentivize our NEOs and appropriately reward them for contributions that further the Company's key short-term and long-term strategic goals and objectives.
|
Name
|
| |
Title
|
William A. Zartler
|
| |
Chairman of the Board and Chief Executive Officer
|
| | ||
Kyle S. Ramachandran
|
| |
President and Chief Financial Officer
|
| | ||
Kelly L. Price
|
| |
Chief Operating Officer
|
| | ||
Christopher M. Powell
|
| |
Chief Legal Officer and Corporate Secretary
|
| | ||
Cynthia M. Durrett
|
| |
Director and Chief Administrative Officer
|
WHAT WE DO
|
| |
WHAT WE DON'T DO
|
||||||
✔
|
| |
Determine annual incentive compensation with the majority of the potential payment based upon the achievement of pre-established performance goals
|
| |
✘
|
| |
No excessive perquisites
|
| | | | | | ||||
✔
|
| |
Generally target the market median for total compensation
|
| |
✘
|
| |
No guaranteed bonus or uncapped incentives
|
| | | | | | ||||
✔
|
| |
Use compensation consultants, independent market data and peer groups to benchmark compensation decisions
|
| |
✘
|
| |
No pension plan
|
| | | | | | ||||
✔
|
| |
Hold regular executive sessions of the Compensation Committee without management present
|
| |
✘
|
| |
No option repricing
|
| | | | | | ||||
✔
|
| |
Base a portion of the long-term incentives upon achievement of certain performance objectives, including performance relative to peers
|
| |
✘
|
| |
No hedging, pledging or short-term/speculative trading of Company stock
|
| | | | | | ||||
✔
|
| |
Annual compensation risk assessment
|
| |
✘
|
| |
No excise tax gross ups
|
| | | | | | ||||
✔
|
| |
Engagement with stockholders regarding pay practices
|
| |
✘
|
| |
Utilize pay practices that incentivize decisions that are not in the best interests of the Company and its stockholders
|
Archrock, Inc.
|
| |
Cactus, Inc.
|
| | ||
Dril-Quip, Inc.
|
| |
U.S. Silica Holdings, Inc.
|
| | ||
ProPetro Holding Corp.
|
| |
Liberty Energy Inc.
|
| | ||
ProFrac Holding Corp
|
| |
Newpark Resources, Inc.
|
| | ||
NexTier Oilfield Solutions, Inc.
|
| |
Nine Energy Services, Inc.
|
| | ||
NOV Inc.
|
| |
Oil States International, Inc.
|
| | ||
Select Energy Services
|
| |
| |
ELEMENT
|
| |
PURPOSE
|
| |
CHANGES FOR 2024
|
|
SHORT-TERM
|
| |
Base Salary
|
| |
To provide a consistent, minimum level of pay, sufficient to allow us to attract and retain executives with the appropriate skills and experience for their position
|
| |
The only modifications reflected changes in roles, responsibilities, prevailing market conditions and data provided by the Compensation Consultants
|
| | | | | | ||||
| |
Annual Cash Incentive
|
| |
To motivate and reward the achievement of our annual Company and Individual Performance goals
60% based on the achievement of quantifiable Company Performance Goals
40% based on the achievement of Individual Performance
|
| |
The only modifications reflected changes in roles, responsibilities, prevailing market conditions and data provided by the Compensation Consultants
|
|
| | | | | | ||||
LONG-TERM
|
| |
Long-Term Incentive Award
|
| |
To ensure retention and drive performance, while aligning the interests of our NEOs with those of our stockholders
|
| |
None (continued to utilize performance equity based upon total stockholder return benchmarked against pre-determined thresholds as compared internally (Absolute TSR) and against a peer group (Relative TSR))
|
Name
|
| |
2023 Base Salary
|
William A. Zartler
|
| |
$321,000
|
Kyle S. Ramachandran
|
| |
$326,350
|
Kelly L. Price
|
| |
$321,000
|
Christopher M. Powell
|
| |
$325,000
|
Cynthia M. Durrett
|
| |
$267,500
|
Performance Metric
|
| |
Weighting
|
| |
Target
(100%
Payout)
|
| |
Actual
Performance
|
| |
Earned
Payout
Percentage
of Annual
Incentive
Award
|
Financial Metrics
|
| |
25%
|
| |
$120 million
|
| |
$97 million
|
| |
20%
|
Operating Metrics
|
| |
25%
|
| |
123
|
| |
109
|
| |
22%
|
Safety
|
| |
10%
|
| |
1.0
|
| |
.9
|
| |
11%
|
Individual Performance
|
| |
40%
|
| |
N/A
|
| |
Variable
|
| |
Variable
|
Name
|
| |
Target
Annual
Incentive
(% of Base
Salary)
|
| |
Target
Annual
Incentive ($)
|
| |
Performance
Achievement
Level
(% of Target)
|
| |
Actual 2023
Annual
Incentive
Payout
|
William A. Zartler
|
| |
100%
|
| |
$321,000
|
| |
99%
|
| |
$320,000
|
Kyle S. Ramachandran
|
| |
90%
|
| |
$293,715
|
| |
99%
|
| |
$293,128
|
Kelly L. Price
|
| |
90%
|
| |
$288,900
|
| |
99%
|
| |
$288,322
|
Christopher M. Powell
|
| |
75%
|
| |
$243,750
|
| |
99%
|
| |
$243,263
|
Cynthia M. Durrett
|
| |
75%
|
| |
$200,625
|
| |
99%
|
| |
$200,224
|
Annualized Absolute TSR
|
| |
Percentage of Target Award Earned
|
<5.0%
|
| |
0%
|
5.0%
|
| |
50%
|
10%
|
| |
100%
|
≥15.0%
|
| |
200%
|
Percentile Rank
|
| |
Payout Percentage
|
≥75%
|
| |
200%
|
50%
|
| |
100%
|
25%
|
| |
50%
|
<25%
|
| |
0%
|
•
|
Severance payable in a lump sum in an amount equal to a multiplier of either 2.5 or 3.0 (based on the participant's tier in the CIC Plan (the "Tier")) multiplied by the sum of (A) the participant's annual base salary and (B) the participant's target annual bonus for the year in which the termination date occurs, payable within sixty (60) days of the termination date;
|
•
|
An additional lump sum payment equal to 18 or 24 (based on the participant's Tier) times the monthly premium for the participant's and his or her dependents' participation in the Company's group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, less the amount of employee contributions that would apply to such participation if the participant were an active employee, each determined as of the termination date, payable within sixty (60) days following the termination date;
|
•
|
Payment of any earned but unpaid annual bonus, if any, for the fiscal year preceding the fiscal year in which the termination date occurs, payable on the date when bonuses are paid to the Company's executives for such fiscal year and in all events in the fiscal year that includes the termination date, plus an additional lump sum payment equal to a pro-rata portion of the target annual bonus that the participant was eligible to earn for the fiscal year in which the termination date occurs, based on the number of days the participant was employed during such fiscal year, payable within sixty (60) days following the termination date; and
|
•
|
Full vesting of all of the participant's outstanding unvested restricted stock units (and any other outstanding and unvested equity incentive awards); provided that, with respect to any PSUs, all performance goals or other vesting criteria will be deemed achieved at the greater of (i) 100% of the target number of PSUs or (ii) the actual achievement applicable performance objectives for such PSUs determined as of the termination date and all other terms and conditions will be deemed met.
|
| |
Compensation Committee of the Board of Directors:
|
|
| | ||
| |
F. Gardner Parker, Chairman
|
|
| |
A. James Teague, Jr., Member
|
|
| |
Ray N. Walker, Jr., Member
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)
|
| |
Stock
Awards
($)(2) (5)
|
| |
Non-Equity
Incentive Plan
Compensation
($)(3)
|
| |
All Other
Compensation
($)(4)
|
| |
Total
|
William A. Zartler
Chairman(1) and
Chief Executive Officer
|
| |
2023
|
| |
$321,000
|
| |
$1,832,000
|
| |
$320,000
|
| |
$19,800
|
| |
$2,492,800
|
|
2022
|
| |
$304,923
|
| |
$2,161,893
|
| |
$315,000
|
| |
$0
|
| |
$2,781,816
|
||
|
2021
|
| |
$250,000
|
| |
$1,265,768
|
| |
$215,000
|
| |
$0
|
| |
$1,730,768
|
||
| | | | | | | | | | | | |||||||
Kyle S. Ramachandran
President and Chief
Financial Officer
|
| |
2023
|
| |
$326,350
|
| |
$884,682
|
| |
$293,128
|
| |
$19,800
|
| |
$1,523,960
|
|
2022
|
| |
$319,781
|
| |
$942,268
|
| |
$286,665
|
| |
$12,200
|
| |
$1,560,914
|
||
|
2021
|
| |
$305,000
|
| |
$708,829
|
| |
$276,696
|
| |
$11,600
|
| |
$1,302,125
|
||
| | | | | | | | | | | | |||||||
Kelly L. Price
Chief Operating
Officer
|
| |
2023
|
| |
$321,000
|
| |
$655,746
|
| |
$288,322
|
| |
$31,800
|
| |
$1,296,868
|
|
2022
|
| |
$314,538
|
| |
$683,069
|
| |
$281,966
|
| |
$24,200
|
| |
$1,303,773
|
||
|
2021
|
| |
$300,000
|
| |
$506,305
|
| |
$243,270
|
| |
$23,600
|
| |
$1,073,175
|
||
| | | | | | | | | | | | |||||||
Christopher M. Powell
Chief Legal Officer
and Corporate Secretary(6)
|
| |
2023
|
| |
$325,000
|
| |
$540,110
|
| |
$243,263
|
| |
$17,274
|
| |
$1,125,647
|
|
2022
|
| |
$969,528
|
| |
$415,763
|
| |
$237,900
|
| |
$9,327
|
| |
$306,538
|
||
| | | | | | | | | | | | |||||||
Cynthia M. Durrett
Director and Chief
Administrative Officer(6)
|
| |
2023
|
| |
$267,500
|
| |
$517,980
|
| |
$200,224
|
| |
$19,800
|
| |
$1,005,504
|
|
2022
|
| |
$262,115
|
| |
$463,264
|
| |
$195,810
|
| |
$10,840
|
| |
$932,029
|
(1)
|
Mr. Zartler does not receive any compensation for his service as Chairman of the Board. The amounts reported in this table for Mr. Zartler only reflect compensation for his service as our Chief Executive Officer.
|
(2)
|
Amounts shown in this column for 2023 reflect the aggregate grant date fair value of the awards of restricted stock awards ("RSAs") and performance-based restricted stock units ("PSUs") granted under the LTIP in March 2023 to our named executive officers, calculated in accordance with FASB ASC Topic 718, disregarding estimated forfeitures. The grant date fair value of PSUs is based on the probable outcome of the performance conditions as of the date of grant on March 1, 2023, which was $9.16. The value of the probable PSUs reflected in this column is as follows for each NEO: Mr. Zartler, $458,000, Mr. Ramachandran, $221,177, Mr. Price, $163,946, Mr. Powell, $135,037 and Ms. Durrett, $129,504. If the maximum amount, rather than the probable amount, were reported in the table with respect to the PSUs, the values associated with the PSUs would be as follows for each NEO: Mr. Zartler, $916,000, Mr. Ramachandran, $442,355, Mr. Price, $327,891, Mr. Powell, $270,073, and Ms. Durrett, $259,008 For additional information about the assumptions used in the valuation of these awards, see Note 9 to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.
|
(3)
|
Amounts shown in this column for 2023 reflect amounts earned by our named executive officers pursuant to a short-term performance-based incentive bonus arrangement approved by the Board for the given year. For more information, please see the section titled "Compensation Discussion & Analysis-Annual Incentive Award" above.
|
(4)
|
Amounts shown in this column for 2023 reflect matching contributions under the Company's 401(k) plan, and, in the case of Mr. Price, also includes a car allowance.
|
(5)
|
Amounts shown in this column for 2021 have been adjusted from the amounts reported in prior years for Mr. Zartler, Mr. Ramachandran and Mr. Price to reflect the correct aggregate grant date fair value of the restricted stock awards granted to such NEOs as of the original grant date of the award, calculated in accordance with FASB ASC Topic 718, disregarding estimated forfeitures.
|
(6)
|
Mr. Powell and Ms. Durrett first became named executive officers with respect to fiscal year 2022.
|
Name
|
| |
Grant
Date
|
| |
Estimated Future
Payouts
Under
Non-Equity
Incentive Plan
Awards(1)
Target
($)
|
| |
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
| |
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
|
| |
Grant Date
Fair Value
of Stock
and
Option
Awards
($)(2)
|
||||||
|
Threshold
(#)
|
| |
Target
(#)
|
| |
Maximum
(#)
|
| |||||||||||||
William A. Zartler
|
| |
March 1
|
| |
$321,000
|
| | | | | | | |
150,000
|
| |
$1,374,000
|
|||
|
March 1
|
| | | |
25,000
|
| |
50,000
|
| |
100,000
|
| | | |
$458,000
|
||||
Kyle S. Ramachandran
|
| |
March 1
|
| |
$293,715
|
| | | | | | | |
72,435
|
| |
$663,505
|
|||
|
March 1
|
| | | |
12,073
|
| |
24,146
|
| |
48,292
|
| | | |
$221,177
|
||||
Kelly L. Price
|
| |
March 1
|
| |
$288,900
|
| | | | | | | |
53,690
|
| |
$491,800
|
|||
|
March 1
|
| | | |
8,949
|
| |
17,898
|
| |
35,796
|
| | | |
$163,946
|
||||
Christopher M. Powell
|
| |
March 1
|
| |
$243,750
|
| | | | | | | |
42,410
|
| |
$405,074
|
|||
|
March 1
|
| | | |
7,371
|
| |
14,742
|
| |
29,484
|
| | | |
$135,037
|
||||
Cynthia M. Durrett
|
| |
March 1
|
| |
$200,625
|
| | | | | | | |
44,222
|
| |
$388,476
|
|||
|
March 1
|
| | | |
7,069
|
| |
14,138
|
| |
28,276
|
| | | |
$129,504
|
(1)
|
The Company's Non-Equity Incentive Plan does not have threshold or maximum limits. As the Company distributes its Equity Incentive Plan Awards during the fiscal year, there are no estimated future payouts for 2023.
|
(2)
|
Amounts shown in this column reflect the aggregate grant date fair value of the awards of RSAs and PSUs granted under the LTIP in March 2023 to our named executive officers, calculated in accordance with FASB ASC Topic 718, disregarding estimated forfeitures. The grant date fair value of PSUs is based on the probable outcome of the performance conditions as of the date of grant on March 1, 2023, which was $9.16. For more information regarding the assumptions underlying the valuation of these equity awards, please see footnote (2) to the Summary Compensation Table above.
|
| |
Stock Awards
|
||||||||||
Name
|
| |
Number of
Shares
or Units of
Stock
That Have Not
Vested
(#)(1)
|
| |
Market Value of
Shares or Units
of
Stock That Have
Not Vested
($)(2)
|
| |
Equity Incentive
Plan Awards:
Number of
Unearned
Shares
That Have Not
Vested
(#)(3)
|
| |
Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares
That Have Not
Vested
($)(2)
|
William A. Zartler
|
| |
333,446
|
| |
$2,654,230
|
| |
50,000
|
| |
$398,000
|
Kyle S. Ramachandran
|
| |
156,740
|
| |
$1,247,650
|
| |
24,146
|
| |
$192,202
|
Kelly L. Price
|
| |
114,596
|
| |
$912,184
|
| |
17,898
|
| |
$142,468
|
Christopher M. Powell
|
| |
76,411
|
| |
$608,232
|
| |
14,742
|
| |
$117,346
|
Cynthia M. Durrett
|
| |
84,023
|
| |
$668,823
|
| |
14,138
|
| |
$112,538
|
(1)
|
This column reflects RSAs subject to time-based vesting. Such RSAs vest in three equal annual installments on the first three anniversaries of the applicable date of grant.
|
(2)
|
Market value is based on the closing price of the Company's common stock on December 29, 2023 (the last trading day of fiscal year 2023), which was $7.96 per share.
|
(3)
|
This column reflects PSUs (based on 100% performance) granted in 2023 that are subject to Absolute TSR and Relative TSR performance goals. The Absolute TSR PSUs (which represent half of the PSUs granted) are based on a three-year performance period, while the Relative TSR PSUs (which represent half of the PSUs granted) are divided into three tranches based on each year of a three-year performance period (with 25% eligible to vest after the first year, 25% eligible to vest after the second year and 50% eligible to vest after the third year).
|
| |
Stock Awards
|
||||
Name
|
| |
Number of Shares
Acquired on
Vesting
(#)(1)
|
| |
Value Realized
on Vesting
($)(2)
|
William A. Zartler
|
| |
125,897
|
| |
$1,153,216
|
Kyle S. Ramachandran
|
| |
74,955
|
| |
$686,588
|
Kelly L. Price
|
| |
52,454
|
| |
$480,479
|
Christopher M. Powell
|
| |
21,581
|
| |
$197,682
|
Cynthia M. Durrett
|
| |
35,707
|
| |
$327,076
|
(1)
|
Equity awarded to employees as part of the Company's incentive plan generally vests on March 1 of each year, subject to the level of achievement with respect to the performance goals applicable to the PSUs.
|
(2)
|
Value realized on shares was assessed using the closing price on the applicable vesting date of March 1, 2023, which was $9.16 per share.
|
Year
|
| |
Summary
Compensation
Table Total
for PEO
|
| |
Compensation
Actually Paid
to PEO(1)
|
| |
Average
Summary
Compensation
Table Total
for Non-PEO
Named
Executive
Officers
|
| |
Average
Compensation
Actually Paid
to Non-PEO
Named
Executive
Officers(2)
|
| |
Value of Initial Fixed
$100
Investment Based On:
|
| |
Net Income
|
|||
|
Total
Shareholder
Return
|
| |
Peer Group
Total
Shareholder
Return(4)
|
| ||||||||||||||||
2023
|
| |
$2,492,800
|
| |
$2,947,691
|
| |
$1,237,995
|
| |
$1,458,487
|
| |
$69
|
| |
$166
|
| |
$38,775,000
|
2022
|
| |
$2,781,816
|
| |
$4,217,964(3)
|
| |
$1,191,561
|
| |
$1,801,910
|
| |
$82
|
| |
$177
|
| |
$33,512,000
|
2021
|
| |
$1,730,768
|
| |
$1,845,014(3)
|
| |
$1,187,650
|
| |
$1,421,387
|
| |
$52
|
| |
$70
|
| |
($1,260,000)
|
(1)
|
Mr. Zartler was the PEO for all three years in this table. Amounts deducted from Mr. Zartler's Summary Compensation Table ("SCT") to calculate the Compensation Actually Paid ("CAP") for the PEO for 2023, 2022, and 2021 include $1,832,800, $2,161,893, and $1,265,768, respectively, for the grant date fair value of equity awards for those years. Amounts added to (subtracted from) the SCT for the years 2023, 2022, and 2021 include: $1,592,000, $2,210,875, $688,032, respectively, for the fair value of RSAs and, for 2023, the PSUs, granted during those years that remain outstanding as of the end of the respective fiscal years; $1,153,217, $825,486, and $602,488, respectively, for the vesting date fair value of previously awarded RSAs; ($361,385), $293,036, and ($106,002), respectively, for the change in fair value of previously awarded RSAs that remains outstanding; and ($96,941), $268,644, and $195,496, respectively, for the change in fair value of previously RSAs that vested during the respective year. For Fiscal Year 2021, the CAP for Mr. Zartler does not include any adjustments in respect of equity awards from 2017 or 2018. Mr. Zartler was not the PEO for the Company during Fiscal Year 2017 and did not receive any equity based awards in 2018.
|
(2)
|
For 2023 and 2022, Mr. Ramachandran, Mr. Price, Mr. Powell, and Ms. Durrett were the Non-PEO NEOs. For 2021, Mr. Ramachandran and Mr. Price were the Non-PEO NEOs. Amounts deducted from Mr. Ramachandran's SCT to calculate the average CAP attributable to him for 2023, 2022, and 2021, include $884,682, $942,268, and $708,829, respectively, for the grant date fair value of equity awards for those years. Amounts added to (subtracted from) Mr. Ramachandran's SCT for the years 2023, 2022, and 2021, include: $768,785, $963,617, and $385,297, respectively, for the fair value of RSAs and, for 2023, the PSUs, granted during those years that remain outstanding as of the end of the respective fiscal years; $659,108, $578,794, and $482,000, respectively, for the vesting date fair value of previously awarded RSAs; ($166,075), $200,150, and ($95,400), respectively, for the change in fair value of previously awarded RSAs that remains outstanding; and ($55,405), $188,361, and $156,400, respectively, for the change in fair value of previously RSAs that vested during the respective year. Amounts deducted from Mr. Price's SCT to calculate the average CAP attributable to him for 2023, 2022, and 2021 include $655,746, $683,069, and $506,305, respectively, for the grant date fair value of equity awards for those years. Amounts added to (subtracted from) Mr. Price's SCT for the years 2023, 2022, and 2021 include: $569,840, $698,546, and $275,211, respectively, for the fair value of RSAs and, for 2023, the PSUs, granted during those years that remain outstanding as of the end of the respective fiscal years; $480,479, $475,839, $421,750, respectively, for the vesting date fair value of previously awarded RSAs; ($119,983), $145,381, and ($79,500), respectively, for the change in fair value of previously awarded RSAs that remains outstanding; and ($40,390), $154,856, and $136,850, respectively, for the change in fair value of previously RSAs that vested during the respective year. Amounts deducted from Mr. Powell's SCT to calculate the average CAP attributable to him for 2023 and 2022 include $540,110 and $415,763 respectively for the grant date fair value of equity awards for those years. Amounts added to (subtracted from) Mr. Powell's SCT for the years 2023 and 2022 include: $469,353 and $425,183, respectively for the fair value of RSAs, and, for 2023, the PSUs, granted during 2023 and 2022 that remained outstanding as of the end of the fiscal year; $327,076 and $90,983, respectively for the vesting date fair value of previously awarded RSAs; ($63,412) and $37,031, respectively for the change in fair value of previously awarded RSAs that remained outstanding; and ($16,617) and $29,609, respectively for the change in fair value of previously RSAs that vested during 2023 and 2022. Amounts deducted from Ms. Durrett's SCT to calculate the average CAP attributable to her for 2023 and 2022 were $517,980 and $463,264, respectively for the grant date fair value of equity awards for 2023 and 2022. Amounts added to (subtracted from) Ms. Durrett's SCT for 2023 and 2022 include: $450,122 and $473,760, respectively for the fair value of RSAs and, for 2023, the PSUs, granted during 2023 and 2022 that remained outstanding as of the end of the fiscal year; $327,076 and $289,397, respectively for the vesting date fair value of previously awarded RSAs; ($81,974) and $100,075, respectively for the change in fair value of previously awarded RSAs that remained outstanding; and ($27,494) and $94,181 for the change in fair value of previously RSAs that vested during the respective fiscal years.
|
(3)
|
The amounts indicated have been updated to correct certain miscalculations of CAP set forth in the Pay Versus Performance Table in the Company's proxy statement filed in 2023, specifically (i) Mr. Zartler's CAP for 2021 has been updated to $1,845,014 (from $1,833,014), (ii) Mr. Zartler's CAP for 2022 has been updated to $4,217,964 (from $3,583,276) and (iii) the average CAP for the Non-PEO NEOs for 2022 has been updated to $1,801,910 (from $1,765,773).
|
(4)
|
Peer Group Total Shareholder Return ("TSR") is calculated based on the Oilfield Service Index. See Part II, Item 5. "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities" of the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
|
•
|
The median of the annual total compensation of all employees of our company (other than Mr. Zartler) was $111,962; and
|
•
|
The annual total compensation of Mr. Zartler, as reported in the Summary Compensation Table included above, was $2,492,800.
|
•
|
Based on this information, for 2023, the ratio of the annual total compensation of Mr. Zartler to the median of the annual total compensation of all employees was reasonably estimated to be 22.3 to 1.
|
•
|
We determined that, as of December 31, 2023, our employee population consisted of approximately 328 individuals with all of these individuals located in the United States. This population consisted of our full-time, part-time, and temporary employees.
|
•
|
We used a consistently applied compensation measure to identify our median employee by comparing the Total Gross Earnings as reflected in our payroll records for 2023, which included, the amount of salary or wages, bonuses, and compensation received from equity award grants and dividend equivalent rights (DERs).
|
•
|
We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. Since all of our employees, including our Chief Executive Officer, are located in the United States, we did not make any cost of living adjustments in identifying the median employee.
|
•
|
With respect to the annual total compensation of Mr. Zartler, we used the amount reported in the "Total" column of our 2023 Summary Compensation Table above.
|
| |
Solaris Oilfield Infrastructure, Inc. Audit Committee
|
|
| | ||
| |
Edgar R. Giesinger, Chairman
|
|
| |
F. Gardner Parker
|
|
| |
Laurie H. Argo
|
|
| |
A. James Teague
|
|
| | ||
| |
February 21, 2024
|
| |
2023
|
| |
2022
|
|
Audit Fees
|
| |
$755,000
|
| |
$592,251
|
Audit-Related Fees
|
| |
$-
|
| |
$5,000
|
Tax Fees
|
| |
$-
|
| |
$-
|
All Other Fees
|
| |
$-
|
| |
$-
|
Total Fees
|
| |
$755,000
|
| |
$597,251
|
Attachments
Disclaimer
Solaris Oilfield Infrastructure Inc. published this content on 04 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 April 2024 20:31:46 UTC.