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¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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1. | The election of eight directors to serve until the next annual meeting of stockholders of the Company or until their successors are duly elected and qualified, or until their earlier resignation or removal. |
2. | The approval of a non-binding advisory vote on executive compensation. |
3. | The ratification of the selection of the independent registered public accounting firm for the year ending December 31, 2017. |
4. | Any other business which may be properly brought before the meeting or any adjournment thereof. |
Name | Shares Owned (a) | Right to Acquire (b) | Total Shares | Percent of Class (c) | |||||||
Named Executive Officers and Directors | |||||||||||
John W. Chisholm | 823,638 | 400,000 | 1,223,638 | 2.12% | |||||||
Steven A. Reeves (d) (e) | 310,890 | 200,000 | 510,890 | * | |||||||
Joshua A. Snively, Sr. (f) | 285,769 | — | 285,769 | * | |||||||
Robert M. Schmitz (g) | 52,617 | — | 52,617 | * | |||||||
Robert C. Bodnar | 82,778 | — | 82,778 | * | |||||||
Kenneth T. Hern | 91,487 | 9,047 | 100,534 | * | |||||||
John S. Reiland | 39,195 | 9,047 | 48,242 | * | |||||||
L.V. “Bud” McGuire | 112,823 | 9,047 | 121,870 | * | |||||||
L. Melvin Cooper | 92,475 | 9,047 | 101,522 | * | |||||||
Carla S. Hardy (h) | 405,994 | — | 405,994 | * | |||||||
Ted D. Brown | 32,587 | — | 32,587 | * | |||||||
Michelle M. Adams | 12,450 | — | 12,450 | * | |||||||
All executive officers and directors as a group (13 persons) | 2,510,570 | 636,188 | 3,146,758 | 5.45% | |||||||
5% Beneficial Owners | |||||||||||
T. Rowe Price Associates, Inc. (i) | 5,939,010 | — | 5,939,010 | 10.29% | |||||||
Gates Capital Management, Inc. (j) | 5,529,513 | — | 5,529,513 | 9.58% | |||||||
BlackRock, Inc. (k) | 6,236,641 | — | 6,236,641 | 10.81% | |||||||
The Vanguard Group (l) | 4,555,780 | — | 4,555,780 | 7.89% | |||||||
Millennium Management LLC (m) | 3,944,789 | — | 3,944,789 | 6.84% | |||||||
Invesco Ltd. (n) | 3,027,210 | — | 3,027,210 | 5.25% |
(a) | Except as otherwise disclosed, the persons named in the table have sole voting and investment power of all shares of Common Stock which are beneficially owned by them. Includes the following number of unvested shares of restricted stock for the persons indicated: Mr. Chisholm - 88,413; Mr. Reeves - 93,347; Mr. Snively, Sr. - 22,343; Mr. Bodnar - 34,344; Mr. Hern - 13,813; Mr. Reiland - 13,813; Mr. McGuire - 13,813; Mr. Cooper - 13,813; Ms. Hardy - 13,813; Mr. Brown - 13,813; and Ms. Adams - 12,450. None of the named executive officers or directors have pledged shares. |
(b) | Shares subject to options granted pursuant to the Company’s incentive plans and exercisable within 60 days of March 2, 2017. This assumes that all options beneficially owned by the person are exercised for shares of Common Stock. |
(c) | Based on an aggregate of 57,706,585 shares of Common Stock outstanding and entitled to vote as of March 2, 2017. |
(d) | Includes shares previously acquired through the Company’s 401(k) Plan. |
(e) | Mr. Reeves’ holdings include 120,992 shares of Common Stock held in trust, for which Mr. Reeves is a trustee and beneficiary. |
(f) | Mr. Snively’s holdings include 132,503 shares of Common Stock held in trust, for which Mr. Snively is a trustee and beneficiary, and 128,916 shares of Common Stock held in trust, for which Mr. Snively’s spouse is a trustee and beneficiary. |
(g) | Mr. Schmitz retired as Executive Vice President and Chief Financial Officer effective February 13, 2017. Upon retirement, Mr. Schmitz forfeited all unvested shares of restricted stock. |
(h) | Ms. Hardy’s holdings include 192,160 shares of Common Stock held in trust, for which Ms. Hardy is a trustee and beneficiary, and 200,021 shares of Common Stock held in trusts for which members of Ms. Hardy’s immediate family are beneficiaries. |
(i) | The address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202. These securities are owned by various individual and institutional investors which T. Rowe Price Associates, Inc. (“Price Associates”) serves as an investment adviser with power to direct investment and/or sole power to vote the securities. For the purposes of the reporting requirements of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. Ownership information originated from the Schedule 13G/A filed with the Securities and Exchange Commission by Price Associates on February 7, 2017. |
(j) | The address of Gates Capital Management, Inc. (“Gates”) is 1177 Avenue of Americas, 46th Floor, New York, NY 10036. Gates Capital Management, Inc., which is controlled by Jeffrey L. Gates, is the managing member of Gates Capital Management GP, LLC, which is the general partner of Gates Capital Management, LP., which is the investment manager of certain Gates Capital Funds. Jeffrey L. Gates exercises voting and dispositive power over the securities held by each of the funds listed above (collectively, the “Funds”). Gates may be deemed to be the |
(k) | The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. Spencer Fleming exercises voting and dispositive power over the securities held by BlackRock, Inc. Ownership information originated from the Schedule 13G/A filed with the Securities and Exchange Commission by BlackRock, Inc. on January 12, 2017. |
(l) | The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. Ownership information originated from the Schedule 13G/A filed with the Securities and Exchange Commission by The Vanguard Group on February 13, 2017. |
(m) | The address of Millennium Management LLC is 666 Fifth Avenue, New York, NY 10103. Israel A. Englander is the managing member of Millennium International Management GP LLC, which is the general partner of Millennium International Management, which is the investment manager to Integrated Assets, Ltd., and Millennium Management LLC, which is the general partner of the managing member of Integrated Core Strategies (US) LLC. Israel A. Englander exercises voting and dispositive power over the securities held by each of the funds listed above (collectively, the “Funds”). Ownership information originated from the Schedule 13G/A filed with the Securities and Exchange Commission by Millennium Management LLC on January 26, 2017. |
(n) | The address of Invesco Ltd. is 1555 Peachtree Street NE, Suite 1800, Atlanta, GA 30309. Ownership information originated from the Schedule 13G filed with the Securities and Exchange Commission by Invesco Ltd. on February 14, 2017. |
Name and Age | Positions | Position Held Since | ||
John W. Chisholm (62) | Chief Executive Officer | 2012 | ||
President and Chairman of the Board | 2010 | |||
Interim President | 2009 | |||
Steven A. Reeves (66) * | Executive Vice President, Operations | 2011 | ||
Executive Vice President, Operations, Business Development and Special Projects | 2010 | |||
Executive Vice President, Business Development and Special Projects | 2009 | |||
Executive Vice President and Chief Operating Officer | 2008 | |||
President Downhole Tool Division | 2007 | |||
Joshua A. Snively, Sr. (52) | Executive Vice President, Research and Innovation | 2013 | ||
President of Florida Chemical Company, Inc., a wholly-owned subsidiary of the Company | 2013 | |||
Robert M. Schmitz (62) ** | Executive Vice President and Chief Financial Officer | 2015 | ||
Robert C. Bodnar (50) | Executive Vice President, Performance and Transformation Officer | 2016 | ||
* | On February 16, 2017, Mr. Reeves announced he will retire from the Company effective June 30, 2017. |
** | Mr. Schmitz retired as Executive Vice President and CFO effective February 13, 2017. |
• | The Company reported revenue for the year ended December 31, 2016 of $262.8 million, a decrease of $7.1 million, or 2.6%, compared to $270.0 million for the year ended December 31, 2015. The decline in revenue, however, was not as drastic as the 45.4% decline in average North American active rig count during the same period. |
• | The Company reported net income for the year ended December 31, 2016 of $1.9 million, or $0.03 per share (fully diluted), compared to net income of $7.2 million, or $0.13 per share (fully diluted), for the year ended December 31, 2015. |
• | The Company is successfully expanding into foreign markets. Revenue from services and products used in foreign countries increased to 19.8% of consolidated revenue in 2016 compared to 18.0% of consolidated revenue in 2014. |
• | The Company continues to emphasize and expand its research and innovation activities. These activities focus on improvement of existing products and services, the design of reservoir specific, customized chemistries, and the development of new products, processes, and services. During the third quarter of 2016, the Company completed its new Global Research & Innovation Center in Houston. This state-of-the-art facility allows for the development of next-generation innovative energy chemistries, as well as expanded collaboration between clients, leaders from academia, and Company scientists. Research and innovation expense increased to $9.3 million in 2016 compared to $4.8 million in 2014. |
• | During 2016, the Company continued to promote the efficacy of its CnF® chemistries resulting in an 14.7% increase in CnF® sales volumes compared to 2015. The Company achieved this growth despite a 45.4% annual decline in general oilfield activity as measured by active rig count. |
• | In 2016, the Company acquired the stock and interests of a business that produces high viscosity guar gum and guar slurry for the oil and gas industry. This acquisition fits with the Company’s existing products and services and provides an opportunity to expand the Company’s customer base. |
(1) | Amounts exclude impact of discontinued operations. |
• | A thorough review of compensation strategies and objectives; |
• | A review of and recommended changes to the Chief Executive Officer’s employment agreement and other executive employment agreements, including adoption of “double-trigger” cash severance and equity acceleration following a change-in-control; |
• | Adoption of a claw-back policy; |
• | A review of policies and recommended changes relating to prohibited hedging transactions and the prohibition of pledging Company securities; |
• | Adoption of stock ownership guidelines for executives and directors; |
• | A review and update of the Peer Group composition; |
• | A restructuring and refinement of executive annual incentive compensation opportunities making amounts earned under the program primarily contingent on financial measures that drive shareholder returns; |
• | Expanding the performance criteria of executive annual incentive compensation opportunities from a single financial measure to two financial measures and a measurement of performance against individual goals established for each participant; |
• | Adoption of an entirely performance-based equity-based long-term incentive component to total compensation based on the Company’s total shareholder return and the Company’s performance relative to a peer group; and |
• | Extension of the performance period to two years for the equity-based long-term incentive component. |
Name | Title | |
John W. Chisholm | Chairman of the Board, President and Chief Executive Officer | |
Steven A. Reeves (1) | Executive Vice President, Operations | |
Joshua A. Snively, Sr. | Executive Vice President, Research and Innovation and President of Florida Chemical Co. | |
Robert M. Schmitz (2) | Executive Vice President and Chief Financial Officer | |
Robert C. Bodnar (3) | Executive Vice President, Performance and Transformation Officer |
(1) | On February 16, 2017, Mr. Reeves announced he will retire from the Company effective June 30, 2017. |
(2) | Mr. Schmitz retired as Executive Vice President and Chief Financial Officer effective February 13, 2017. |
(3) | Mr. Bodnar was appointed Executive Vice President, Performance and Transformation Officer effective November 2, 2016. |
• | Compensation Committee chaired by an independent non-employee director. All Compensation Committee members are independent; |
• | Representation from the Audit Committee on the Compensation Committee; |
• | Review of executive compensation programs by the Compensation Committee’s independent compensation consultant; |
• | Robust review of compensation program elements and key performance drivers; and |
• | Detailed measurement of short- and long-term compensation elements to ensure balance. |
• | The Company has strong internal financial controls that are assessed annually by the Company’s independent public accountants, in addition to their audits of the Company’s financial statements. |
• | Base salaries are generally consistent with market practice and the employees’ responsibilities, so employees are not motivated to take excessive risks to attain a reasonable level of financial security. |
• | The determination of incentive awards is based on well-defined financial measures. There is a maximum incentive opportunity for each named executive officer, and the Committee retains discretion to adjust bonuses to eliminate anomalous or inappropriate outcomes. |
• | Long-term incentives are designed to provide appropriate awards for successful outcomes, and effectively align realized compensation with returns realized by investors. |
• | Since December 31, 2012, the Company has had a claw-back policy that covers executive officers and other officers who participate in the Company’s incentive plans. This policy permits the Company to recover incentive compensation awarded or paid if there is a subsequent change to a performance measure and in instances where an officer engaged in intentional misconduct. |
• | All officers and directors are prohibited from purchasing or selling Company securities while in possession of material, non-public information. All officers and directors must pre-clear any transactions involving Flotek common stock with the Company’s Compliance Officer. |
• | In 2014, the Company clarified its Insider Trading Policy with respect to its hedging policy and its pledging policy. Hedging transactions are prohibited, and the pledging of Company securities to secure indebtedness is prohibited. |
• | The Company has established formal stock ownership guidelines. These guidelines, based on a multiple of base |
• | The Company has a Code of Business Conduct and Ethics. This Code requires each employee and director to sign a Compliance Certification. In addition, employees are required to complete annual anti-bribery training. |
• | Attract and retain talented and experienced executives with the skills necessary to run and grow our existing business segments; |
• | Align the interests of our executive officers with those of stockholders to increase the value of our enterprise; |
• | Motivate and reward executives whose knowledge, skills, and performance are critical to our success; |
• | Demonstrate fairness among the executive management team by recognizing the contributions each executive makes to our success; |
• | Provide that executives are accountable to the Board for their performance; and |
• | Encourage a shared commitment among executives by coordinating Company and individual business unit targets, goals, and objectives. |
Basic Energy Services, Inc. | Newpark Resources, Inc. | |
CARBO Ceramics Inc. | Parker Drilling Company | |
C&J Energy Services, Inc. | RigNet, Inc. | |
Helix Energy Solutions Group, Inc. | RPC, Inc. | |
Key Energy Services, Inc. | Tesco Corporation | |
Layne Christensen Company | TETRA Technologies, Inc. | |
Matrix Service Company |
Role | Guideline | |
Chief Executive Officer | 6 times base salary | |
Other executive officers | 2 times base salary | |
Directors | 5 times annual retainer |
• | Base salary; |
• | Annual incentive opportunity; and |
• | Equity compensation under the long-term incentive plans. |
Name | Base Salary | Annual Incentive at Target Amount | Long-Term Incentive at Target Value | Total | ||||
John W. Chisholm | 17.1% | 18.8% | 64.1% | 100% | ||||
Steven A. Reeves | 26.0% | 22.1% | 51.9% | 100% | ||||
Joshua A. Snively, Sr. | 27.4% | 20.5% | 52.1% | 100% | ||||
Robert M. Schmitz | 26.7% | 20.0% | 53.3% | 100% | ||||
Robert C. Bodnar | 29.8% | 22.4% | 47.8% | 100% |
Name | Title | Beginning Salary | New Salary | Percent Increase | ||||
Steven A. Reeves (1) | EVP, Operations | $435,000 | $435,000 | —% | ||||
Joshua A. Snively, Sr. | EVP, Research and Innovation | $409,000 | $425,400 | 4.01% | ||||
Robert M. Schmitz (2) | EVP and Chief Financial Officer | $330,000 | $350,000 | 6.06% | ||||
Robert C. Bodnar | EVP, Performance and Transformation Officer | * | $310,000 | * |
(1) | On February 16, 2017, Mr. Reeves announced he will retire from the Company effective June 30, 2017. |
(2) | Mr. Schmitz retired as Executive Vice President and CFO effective February 13, 2017. |
* | Mr. Bodnar was appointed Executive Vice President, Performance and Transformation Officer effective November 2, 2016 and is now considered a named executive officer. |
Percent of Base Salary | |
John W. Chisholm | 110% |
Steven A. Reeves | 85% |
Joshua A. Snively, Sr. | 75% |
Robert M. Schmitz | 75% |
Robert C. Bodnar | 75% |
2016 Cash Bonus Performance Measure | ||||
Adjusted EBITDA: | ||||
Minimum (50%) | Target (100%) | Maximum (200%) | ||
$16.5 million | $33.0 million | $66.0 million |
Minimum | Target | Maximum | Earned | |||||||||||||
50% | 100% | 200% | 55% | |||||||||||||
John W. Chisholm | $ | 451,000 | $ | 902,000 | $ | 1,804,000 | $ | 496,100 | ||||||||
Steven A. Reeves | $ | 184,875 | $ | 369,750 | $ | 739,500 | $ | 203,363 | ||||||||
Joshua A. Snively, Sr. | $ | 159,525 | $ | 319,050 | $ | 638,100 | $ | 175,478 | ||||||||
Robert M. Schmitz | $ | 131,250 | $ | 262,500 | $ | 525,000 | $ | 144,375 | ||||||||
Robert C. Bodnar | $ | 116,250 | $ | 232,500 | $ | 465,000 | $ | 127,875 |
Percent of Base Salary | |
John W. Chisholm | 375% |
Steven A. Reeves | 200% |
Joshua A. Snively, Sr. | 190% |
Robert M. Schmitz | 200% |
Robert C. Bodnar | 160% |
Minimum | Target | Maximum | |||
Performance Percentage | 50% | 100% | 200% | ||
Number of the 13 peers outperformed (1) | 3 | 6 | 10 | ||
Amounts in Shares | |||||
John W. Chisholm | 170,834 | 341,667 | 683,334 | ||
Steven A. Reeves | 48,334 | 96,667 | 193,334 | ||
Joshua A. Snively, Sr. | 44,904 | 89,807 | 179,614 | ||
Robert M. Schmitz | 38,889 | 77,778 | 155,556 | ||
Robert C. Bodnar | 27,556 | 55,112 | 110,224 |
(1) | The Performance Percentage earned between minimum and target and between target and maximum is determined on a linear basis. If the Company fails to outperform 3 peers, the bonus percentage is zero. |
Chief Executive Base Salary | 2016 | 2017 | ||||||
John W. Chisholm * | $ | 820,000 | $ | 860,000 |
* | Includes amounts paid to the Chisholm Companies under the Service Agreement and salary paid under the Letter Agreement with Mr. Chisholm. |
Executive Officer Base Salary | 2016 | 2017 | ||||||
Steven A. Reeves * | $ | 435,000 | $ | 435,000 | ||||
Joshua A. Snively, Sr. | $ | 425,400 | $ | 446,670 | ||||
Robert M. Schmitz * | $ | 350,000 | $ | 350,000 | ||||
Robert C. Bodnar | $ | 310,000 | $ | 425,900 |
* | Mr. Reeves and Mr. Schmitz announced their retirement from the Company effective June 30, 2017 and February 13, 2017, respectively. |
Percent of Base Salary | ||
John W. Chisholm | 110 | % |
Joshua A. Snively, Sr. | 85 | % |
Robert C. Bodnar | 75 | % |
• | 60% based on an Adjusted EBITDA target (the EBITDA Bonus). Adjusted EBITA is calculated as disclosed under the description of our 2016 program; |
• | 20% based on a Revenue target (the Revenue Bonus); and |
• | 20% based on performance against individual goals (the Goal Bonus). |
Percent of Base Salary | ||
John W. Chisholm | 375 | % |
Joshua A. Snively, Sr. | 200 | % |
Robert C. Bodnar | 200 | % |
Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | All Other Compensation | Total | |||||||||||||||||||||||
John W. Chisholm – President, Chief Executive Officer and Chairman of the Board | 2016 | $ | 50,000 | $ | 496,100 | (1) | $ | 4,106,837 | (2) | $ | — | $ | 770,000 | $ | 5,422,937 | |||||||||||||||
2015 | $ | 50,000 | $ | 246,000 | $ | 4,079,374 | (2) | $ | — | $ | 770,000 | $ | 5,145,374 | |||||||||||||||||
2014 | $ | 50,000 | $ | 1,234,450 | $ | 3,663,147 | (2) | $ | — | $ | 722,500 | $ | 5,670,097 | |||||||||||||||||
Steven A. Reeves – Executive Vice President, Operations | 2016 | $ | 435,000 | $ | 203,363 | (1) | $ | 1,161,937 | (2) | $ | — | $ | 24,835 | $ | 1,825,135 | |||||||||||||||
2015 | $ | 434,346 | $ | 97,875 | $ | 1,154,169 | (2) | $ | — | $ | 22,565 | $ | 1,708,955 | |||||||||||||||||
2014 | $ | 414,500 | $ | 454,530 | $ | 1,374,186 | (2) | $ | — | $ | 21,924 | $ | 2,265,140 | |||||||||||||||||
Joshua A. Snively, Sr.– Executive Vice President, Research and Innovation and President of Florida Chemical Company, Inc. | 2016 | $ | 424,832 | $ | 175,478 | (1) | $ | 1,079,480 | (2) | $ | — | $ | 3,904 | $ | 1,683,694 | |||||||||||||||
2015 | $ | 408,369 | $ | 73,620 | $ | 1,030,929 | (2) | $ | — | $ | 3,750 | $ | 1,516,668 | |||||||||||||||||
2014 | $ | 388,535 | $ | 549,546 | $ | 1,786,141 | (2)(3) | $ | — | $ | 1,819 | $ | 2,726,041 | |||||||||||||||||
Robert M. Schmitz – Executive Vice President and Chief Financial Officer | 2016 | $ | 349,999 | $ | 144,375 | (1) | $ | 934,892 | (2) | $ | — | $ | 7,338 | $ | 1,436,604 | |||||||||||||||
2015 | $ | 304,308 | $ | 69,300 | $ | 447,757 | (2) | $ | — | $ | 7,295 | $ | 828,660 | |||||||||||||||||
Robert C. Bodnar – Executive Vice President, Performance and Transformation Officer | 2016 | $ | 295,769 | $ | 127,875 | (1) | $ | 1,024,196 | (2)(4) | $ | — | $ | 36,781 | $ | 1,484,621 |
(1) | Mr. Chisholm, Mr. Reeves, Mr. Snively, Mr. Schmitz, and Mr. Bodnar received, as part of the 2016 Annual Bonus Plan (MIP), $496,100, $203,363, $175,478, $144,375, and $127,875, respectively. |
(2) | Represents the aggregate grant date fair value of performance-based restricted stock unit awards made in 2016, 2015, and 2014. These performance-based awards have market and service conditions and the aggregate grant date fair value was calculated using the Monte Carlo simulation model. |
(3) | The amount also reflects the grant date fair value, calculated in accordance with ASC Topic 718, of 22,379 shares of restricted stock awards granted on February 5, 2014. |
(4) | The amount also reflects the grant date fair value, calculated in accordance with ASC Topic 718, of 25,000 shares of restricted stock awards granted on September 21, 2016. |
Name | Year | Vehicle Allowance | Company Provided Housing | Company Match 401 (k) | Services and Consulting Contracts (2) | All Other Compensation | ||||||||||||||||
John W. Chisholm | 2016 | $ | — | $ | — | $ | — | $ | 770,000 | $ | 770,000 | |||||||||||
2015 | $ | — | $ | — | $ | — | $ | 770,000 | $ | 770,000 | ||||||||||||
2014 | $ | — | $ | — | $ | — | $ | 722,500 | $ | 722,500 | ||||||||||||
Steven A. Reeves | 2016 | $ | 600 | (1) | $ | 15,535 | $ | 8,700 | $ | — | $ | 24,835 | ||||||||||
2015 | $ | 600 | (1) | $ | 13,599 | $ | 8,366 | $ | — | $ | 22,565 | |||||||||||
2014 | $ | 600 | (1) | $ | 13,034 | $ | 8,290 | $ | — | $ | 21,924 | |||||||||||
Joshua A. Snively, Sr. | 2016 | $ | — | $ | — | $ | 3,904 | $ | — | $ | 3,904 | |||||||||||
2015 | $ | — | $ | — | $ | 3,750 | $ | — | $ | 3,750 | ||||||||||||
2014 | $ | — | $ | — | $ | 1,819 | $ | — | $ | 1,819 | ||||||||||||
Robert M. Schmitz | 2016 | $ | — | $ | — | $ | 7,338 | $ | — | $ | 7,338 | |||||||||||
2015 | $ | — | $ | — | $ | 7,295 | $ | — | $ | 7,295 | ||||||||||||
Robert C. Bodnar | 2016 | $ | 1,615 | $ | 29,251 | $ | 5,915 | $ | — | $ | 36,781 |
(1) | The expense for the Company provided vehicles was determined through averaging the FMV, odometer reading, and estimated percentage of personal use. |
(2) | Amounts received by Mr. Chisholm are related to the Service Agreement of companies affiliated with Mr. Chisholm with the Company. |
Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value for Stock and Option Awards | ||||||||||||||||||||||||||||
Threshold | Target | Maximum | Threshold (Shares) | Target (Shares) | Maximum (Shares) | ||||||||||||||||||||||||||||||
John W. Chisholm | 3/3/2016 | $ | 451,000 | $ | 902,000 | $ | 1,804,000 | — | — | — | — | — | $ | — | $ | — | |||||||||||||||||||
1/26/2016 | $ | — | $ | — | $ | — | 170,834 | 341,667 | 683,334 | — | — | $ | — | $ | 4,106,837 | (2 | ) | ||||||||||||||||||
Steven A. Reeves | 3/3/2016 | $ | 184,875 | $ | 369,750 | $ | 739,500 | — | — | — | — | — | $ | — | $ | — | |||||||||||||||||||
1/26/2016 | $ | — | $ | — | $ | — | 48,334 | 96,667 | 193,334 | — | — | $ | — | $ | 1,161,937 | (2 | ) | ||||||||||||||||||
Joshua A. Snively, Sr. | 3/3/2016 | $ | 159,525 | $ | 319,050 | $ | 638,100 | — | — | — | — | — | $ | — | $ | — | |||||||||||||||||||
1/26/2016 | $ | — | $ | — | $ | — | 44,904 | 89,807 | 179,614 | — | — | $ | — | $ | 1,079,480 | (2 | ) | ||||||||||||||||||
Robert M. Schmitz | 3/3/2016 | $ | 131,250 | $ | 262,500 | $ | 525,000 | — | — | — | — | — | $ | — | $ | — | |||||||||||||||||||
1/26/2016 | $ | — | $ | — | $ | — | 38,889 | 77,778 | 155,556 | — | — | $ | — | $ | 934,892 | (2 | ) | ||||||||||||||||||
Robert C. Bodnar | 3/3/2016 | $ | 116,250 | $ | 232,500 | $ | 465,000 | — | — | — | — | — | $ | — | $ | — | |||||||||||||||||||
1/26/2016 | $ | — | $ | — | $ | — | 27,556 | 55,112 | 110,224 | — | — | $ | — | $ | 662,446 | (2 | ) | ||||||||||||||||||
9/21/2016 | $ | — | $ | — | $ | — | — | — | — | 25,000 | — | $ | — | $ | 361,750 | (3 | ) |
(1) | Represents the potential annual performance-based cash incentive compensation that could be earned in 2016 depending on the extent to which the 2016 objective was met. |
(2) | Represents performance-based restricted share units granted in 2016. Shares earned will be determined depending on the extent to which the 2016-2017 performance period objective was met. Any shares earned will vest on December 31, 2018. Grant date fair value is determined in accordance with ASC Topic 718 and, for the performance-based restricted share units which have a market condition, is the value at grant date based on the probable outcome of the performance condition and is consistent with the estimate of aggregate compensation cost to be recognized over the service period. |
(3) | Grant date fair value is based on the closing stock price on the date of grant and is consistent with aggregate compensation cost to be recognized over the service period. |
Option Awards | |||||||||||||||||
Name | Year of Grant | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | |||||||||||
John W. Chisholm | 2011 | 400,000 | — | — | $ | 9.19 | 4/8/2017 | ||||||||||
Steven A. Reeves | 2011 | 200,000 | — | — | $ | 9.19 | 4/8/2017 |
Restricted Stock Awards | ||||||||||||||||||||
Name | Year of Grant | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1) | |||||||||||||||
John W. Chisholm | 2015 | 88,413 | (2) | $ | 830,198 | — | $ | — | ||||||||||||
2016 | — | $ | — | 341,667 | (5) | $ | 3,208,253 | |||||||||||||
Steven A. Reeves | 2015 | 25,014 | (2) | $ | 234,881 | — | $ | — | ||||||||||||
2016 | — | $ | — | 96,667 | (5) | $ | 907,703 | |||||||||||||
Joshua A. Snively, Sr. | 2015 | 22,343 | (2) | $ | 209,801 | — | $ | — | ||||||||||||
2016 | — | $ | — | 89,807 | (5) | $ | 843,288 | |||||||||||||
Robert M. Schmitz | 2014 | 3,333 | (3) | $ | 31,297 | — | $ | — | ||||||||||||
2015 | 18,976 | (2) | $ | 178,185 | — | $ | — | |||||||||||||
2016 | — | $ | — | 77,778 | (5) | $ | 730,335 | |||||||||||||
Robert C. Bodnar | 2015 | 9,344 | (2) | $ | 87,740 | — | $ | — | ||||||||||||
2016 | 25,000 | (4) | $ | 234,750 | — | $ | — | |||||||||||||
2016 | — | $ | — | 55,112 | (5) | $ | 517,502 |
(1) | The dollar value of the unvested shares of restricted stock reported are valued at the closing price of Flotek’s Common Stock on December 30, 2016 ($9.39 per share). |
(2) | The total number of unvested shares represents the unvested portion of performance shares earned during 2015. These shares vest on December 31, 2017. |
(3) | The total number of unvested shares of restricted stock granted on May 16, 2014. These shares vest on February 11, 2017. |
(4) | The total number of unvested shares of restricted stock granted on September 21, 2016. These shares vest as follows: 50% on September 21, 2017 and 50% on September 21, 2018. |
(5) | The total number of unearned performance shares available for the 2016 - 2017 performance period, at the target 100% level. The shares will be adjusted during 2018 for actual performance during the 2016 - 2017 performance period. |
Option Awards | Restricted Stock Awards | |||||||||||||
Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | ||||||||||
John W. Chisholm | — | $ | — | 187,327 | $ | 1,694,648 | ||||||||
Steven A. Reeves | — | $ | — | 62,371 | $ | 560,871 | ||||||||
Joshua A. Snively, Sr. | — | $ | — | 55,967 | $ | 506,062 | ||||||||
Robert M. Schmitz | — | $ | — | 32,965 | $ | 316,342 | ||||||||
Robert C. Bodnar | — | $ | — | 22,995 | $ | 206,347 |
Name and Participant Position | Termination Event | Severance | Pro-Rata Bonus | Health Benefits | Acceleration of Unvested Equity | Total | ||||||||||||||||
John W. Chisholm (1) | Change In Control | $ | 3,444,000 | $ | 902,000 | $ | — | $ | 4,038,451 | $ | 8,384,451 | |||||||||||
President, Chief Executive Officer and | Good Reason | $ | 3,444,000 | $ | — | $ | — | $ | — | $ | 3,444,000 | |||||||||||
Chairman of the Board | Without Cause | $ | 3,444,000 | $ | — | $ | — | $ | — | $ | 3,444,000 | |||||||||||
Death or Disability | $ | — | $ | — | $ | — | $ | 4,038,451 | $ | 4,038,451 | ||||||||||||
Steven A. Reeves (2) | Change In Control | $ | 536,500 | $ | 369,750 | $ | 30,892 | $ | 1,142,584 | $ | 2,079,726 | |||||||||||
Executive Vice President, Operations | Good Reason | $ | 536,500 | $ | — | $ | 30,892 | $ | — | $ | 567,392 | |||||||||||
Without Cause | $ | 536,500 | $ | — | $ | 30,892 | $ | — | $ | 567,392 | ||||||||||||
Death or Disability | $ | — | $ | — | $ | — | $ | 1,142,584 | $ | 1,142,584 | ||||||||||||
Joshua A. Snively, Sr. (3) | Change In Control | $ | 558,338 | $ | 319,050 | $ | — | $ | 1,053,089 | $ | 1,930,477 | |||||||||||
Executive Vice President, Research & | Good Reason | $ | 558,338 | $ | — | $ | — | $ | — | $ | 558,338 | |||||||||||
Innovation, President of Florida | Without Cause | $ | 558,338 | $ | — | $ | — | $ | — | $ | 558,338 | |||||||||||
Chemical Company, Inc. | Death or Disability | $ | — | $ | — | $ | — | $ | 1,053,089 | $ | 1,053,089 | |||||||||||
Robert M. Schmitz (4) | Change In Control | $ | 459,375 | $ | 262,500 | $ | — | $ | 939,817 | $ | 1,661,692 | |||||||||||
Executive Vice President and | Good Reason | $ | 459,375 | $ | — | $ | — | $ | — | $ | 459,375 | |||||||||||
Chief Financial Officer | Without Cause | $ | 459,375 | $ | — | $ | — | $ | — | $ | 459,375 | |||||||||||
Death or Disability | $ | — | $ | — | $ | — | $ | 939,817 | $ | 939,817 | ||||||||||||
Robert C. Bodnar (5) | Change In Control | $ | 406,875 | $ | 232,500 | $ | — | $ | 839,992 | $ | 1,479,367 | |||||||||||
Executive Vice President, Performance | Good Reason | $ | 406,875 | $ | — | $ | — | $ | — | $ | 406,875 | |||||||||||
and Transformation Officer | Without Cause | $ | 406,875 | $ | — | $ | — | $ | — | $ | 406,875 | |||||||||||
Death or Disability | $ | — | $ | — | $ | — | $ | 839,992 | $ | 839,992 |
(a) | Any “person” or “persons” (as defined in Section 3(a)(9) of the Exchange Act, and as modified in Sections 13(d) and 14(d) of the Exchange Act) other than and excluding (i) the Company or any of its subsidiaries, (ii) any employee benefit plan of the Company or any of its subsidiaries, (iii) any affiliate of the Company, (iv) an entity owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company or (v) an underwriter temporarily holding securities pursuant to an offering of such securities, becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the shares of voting stock of the Company then outstanding; |
(b) | The consummation of any merger, organization, business combination or consolidation of the Company or one of its subsidiaries with or into any other entity, other than a merger, reorganization, business combination or consolidation which would result in the holders of the voting securities of the Company outstanding immediately prior thereto and their respective Affiliates holding securities which represent immediately after such merger, reorganization, business combination or consolidation more than 50% of the combined voting power of the voting securities of the Company or the surviving company or the parent of such surviving company; |
(c) | The consummation of a sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition if the holders of the voting securities of the Company outstanding immediately prior thereto and their respective Affiliates hold securities immediately thereafter which represent more than 50% of the combined voting power of the voting securities of the acquiror, or parent of the acquiror, of such assets; |
(d) | The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company; or |
(e) | The Incumbent Board ceases for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election by the Board was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an election contest with respect to the election or removal of directors or other solicitation of proxies or consents by or on behalf of a person other than the Board. |
(i) | A material reduction of the employee’s salary and employee benefits to which the employee was entitled immediately prior to such reduction; |
(ii) | A material reduction in the duties, authority or responsibilities relative to the employee’s duties, authority or responsibilities as in effect immediately prior to such reduction; or |
(iii) | The relocation of the employee to a facility or a location more than fifty (50) miles from the employee’s then present location; |
(i) | An employee's continued failure to substantially perform one or more of the employee’s essential duties and obligations to the Company (other than any such failure resulting from a disability) which, to the extent such failure is remediable, the employee fails to remedy in a reasonable period of time (not to exceed 30 days) after receipt of written notice from the Company; |
(ii) | An employee’s refusal or failure to comply with the reasonable and legal directives of the Board of Directors after written notice from the Board describing the employee’s failure to comply and, if such failure is remediable, the employee’s failure to remedy same within 10 days of receiving written notice; |
(iii) | Any act of personal dishonesty, fraud or misrepresentation taken by an employee which was intended to result in substantial gain or personal enrichment of the employee at the expense of the Company; |
(iv) | An employee's violation of a federal or state law or regulation applicable to the Company's business which violation was or is reasonably likely to be materially injurious to the Company; |
(v) | An employee's conviction of, or plea of nolo contendere or guilty to, a felony under the laws of the United States or any State that is reasonably likely to reasonably likely to be materially injurious to the Company; |
(vi) | An employee’s abuse of drugs, other narcotics or alcohol during working hours or where such abuse (whenever occurring) impacts on the employee’s working day; |
(vii) | An employee's breach of any of his material obligations under any written agreement with the Company (including without limitation his employment agreement and any proprietary information and inventions assignment agreement with the Company); or |
(viii) | An employee’s violation of a material policy of the Company which, to the extent such failure is remediable, the employee fails to remedy in a reasonable period of time (not to exceed 30 days) after receipt of written notice from the Company. |
(1) | Upon termination of employment between Flotek and the Chisholm Companies pursuant to the Service Agreement and the employment of Mr. Chisholm pursuant to his Letter Agreement for (a) Good Reason or (b) without Cause, the Chisholm Companies shall be entitled to receive severance compensation equal to two hundred percent of base compensation and target bonus in effect for the year in which the termination occurs. If employment of the Chisholm Companies were to be terminated by (c) death or disability, the Chisholm Companies would be entitled to receive (i) base compensation earned and payable through the date of termination and (ii) Mr. Chisholm would be entitled to the accelerated vesting of all RSAs. |
(2) | Upon termination of employment between Flotek and Mr. Reeves for (a) Good Reason or (b) without Cause prior to the expiration date of his employment agreement, he is entitled to receive (i) severance compensation equal to two-thirds of his base salary and target bonus in effect for the year in which the termination occurs and (ii) continued health care for the lesser of two years or the maximum period provided for under COBRA. If the employment of Mr. Reeves were to be terminated by (c) death or disability, Mr. Reeves would be entitled to receive (i) base salary earned and payable through the date of termination and (ii) the accelerated vesting of all RSAs. |
(3) | Upon termination of employment between Flotek and Mr. Snively for (a) Good Reason or (b) without Cause prior to the expiration date of his employment agreement, he is entitled to receive severance compensation equal to 75% of his base salary and target bonus in effect for the year in which the termination occurs. If the employment of Mr. Snively were to be terminated by (c) death or disability, Mr. Snively would be entitled to receive (i) base salary earned and payable through the date of termination and (ii) the accelerated vesting of all RSAs. |
(4) | Upon termination of employment between Flotek and Mr. Schmitz for (a) Good Reason or (b) without Cause prior to the expiration date of his employment agreement, he is entitled to receive severance compensation equal to 75% of his base salary and target bonus in effect for the year in which the termination occurs. If the employment of Mr. Schmitz were to be terminated by (c) death or disability, Mr. Schmitz would be entitled to receive (i) base salary earned and payable through the date of termination and (ii) the accelerated vesting of all RSAs. |
(5) | Upon termination of employment between Flotek and Mr. Bodnar for (a) Good Reason or (b) without Cause prior to the expiration date of his employment agreement, he is entitled to receive severance compensation equal to 75% of his base salary and target bonus in effect for the year in which the termination occurs. If the employment of Mr. Bodnar were to be terminated by (c) death or disability, Mr. Bodnar would be entitled to receive (i) base salary earned and payable through the date of termination and (ii) the accelerated vesting of all RSAs. |
Director | Audit | Corporate Governance and Nominating | Compensation |
Kenneth T. Hern | X | C | X |
John S. Reiland | C | X | X |
L.V. “Bud” McGuire | X | X | |
L. Melvin Cooper | X | X | X |
Carla S. Hardy | X | C | |
Ted D. Brown | X | X | |
Michelle M. Adams | X |
• | Appoint, determine funding for, oversee, and replace (subject to stockholder ratification, if applicable) a firm of independent auditors to audit our financial statements; |
• | Pre-approve all audit and non-audit services provided by our independent auditors; |
• | Evaluate the qualifications, performance and independence of our independent auditors, and ensure the rotation of the lead (or concurring) audit partner; |
• | Obtain and review a report of our independent auditors, at least annually, regarding compliance with their internal quality-control procedures; |
• | Discuss with our independent auditors the overall scope and plans for their respective audits; |
• | Discuss with management and our independent auditors the adequacy and effectiveness of the Company’s accounting and financial controls; |
• | Meet with our independent auditors to discuss the conduct and findings of their respective audits; |
• | Meet and review with management and our independent auditors the Company’s financial statements and the associated disclosures to be included in quarterly and annual reports to be filed with the SEC; |
• | Discuss with management and our independent auditors significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements; |
• | Discuss periodically with management the Company’s plan with regards to issuing earnings press releases and providing financial information and earnings guidance to analysts and rating agencies; |
• | Review any disclosures by the Company’s officers and other employees regarding significant deficiencies in the design and operation of the Company’s internal controls; and |
• | Establish procedures for receiving and responding to concerns regarding accounting, internal accounting controls, and auditing matters. |
• | Review, at least annually, the structure of the Board to assure that the proper skills and experience are represented on the Board; |
• | Recommend to the full Board candidates to fill vacancies on the Board as they occur; |
• | Recommend, prior to each annual stockholder meeting, a slate of nominees for election or reelection as directors by the stockholders at the annual meeting; |
• | Identify individuals qualified to serve as potential Board members, consistent with criteria approved by the Board; |
• | Select, evaluate, retain, and where appropriate, terminate any search firm to be used to identify qualified director candidates; |
• | Evaluate current directors for re-nomination to the Board or re-appointment to any Board committees, and assess the performance of such directors; |
• | Periodically review the composition of the Board and its committees in light of the current challenges and needs of the Board, the Company and each committee of the Board, and determine whether it may be appropriate to add or remove individuals; |
• | Consider rotation of the Chairman and members of the committees of the Board; |
• | Consider candidates to serve as Board members that are submitted by stockholders of the Company; |
• | Periodically make recommendations to the Board with respect to the size of the Board; |
• | Review criteria and policies relating to director independence, service, and tenure; |
• | Recommend to the Board the membership of the Audit and Compensation Committees, including their Chairpersons; |
• | Make recommendations to the Board regarding corporate governance matters and practices, including formulating and periodically reviewing Corporate Governance Guidelines to be adopted by the Board; |
• | Develop and recommend to the Board the Company’s Corporate Governance Guidelines and, at least annually, review and reassess the adequacy of such Corporate Governance Guidelines and recommend any proposed changes to the Board; |
• | Be responsible for any tasks assigned to the Corporate Governance and Nominating Committee in the Company’s Corporate Governance Guidelines; |
• | Oversee compliance with the Company’s Corporate Governance Guidelines and Code of Business Conduct and Ethics and report on such compliance to the Board; |
• | Review and consider any requests for waivers of the Company’s Corporate Governance Guidelines or Code of Business Conduct and Ethics for the Company’s directors, executive officers, and other senior financial officers and make a recommendation to the Board with respect to such request for a waiver; |
• | Review potential conflicts of interest involving directors and determine whether such director or directors may vote on any issue as to which there may be a conflict; |
• | Review all related party transactions and determine whether such transactions are appropriate for the Company to undertake and, if so, approve such transactions; |
• | Review periodically with the Company’s counsel, in light of changing conditions, new legislation and other developments, the Company’s Code of Business Conduct and Ethics and make recommendations to the Board for such changes as the Corporate Governance and Nominating Committee shall deem appropriate; and |
• | Review executive development and executive succession plans, including succession planning strategies for the Company’s senior management positions. |
• | Adopt compensation policies and programs that are consistent with corporate strategy and meet all legal requirements regarding reporting and administration of compensation matters; |
• | Establish, in conjunction with executive management, the overall compensation strategy of the Company and review such strategy, at least annually, for alignment with the Company’s business strategy and with similar programs offered by the Company’s competitors; |
• | Oversee the compensation and benefits programs applicable to all employees of the Company; |
• | Adopt, amend, or terminate corporate incentive programs (including short-term and long-term incentive and other similar programs), including establishment of performance standards, and determine the funding of such programs relative to previously established performance standards; |
• | Review the Company’s employee benefit plans, including retirement and savings plans, and either recommend plan changes to the Board or amend such plans as appropriate; |
• | Recommend to the Board the adoption of any new Company employee benefit plan or the termination of any existing employee benefit plan, as appropriate; |
• | Review, at least annually, the Company’s investment strategies around and performance of the Company’s 401(k) plans; |
• | Review and approve, at least annually, corporate goals and objectives relevant to compensation of the Company’s executive officers and employees who report directly to the Company’s Chief Executive Officer (collectively, the “CEO Direct Reports”) and evaluate each executive officer’s and CEO Direct Report’s performance in light of such goals and objectives; |
• | Either as a Compensation Committee or in conjunction with the other independent directors (as directed by the Board), adopt a compensation strategy and determine and approve each executive officer’s and CEO Direct Report’s salary, bonuses, and other compensation based on the strategy and the evaluation of each executive officer’s and CEO Direct Report’s performance and considering the results of the most recent shareholder advisory vote on executive compensation; |
• | Regarding individual executive officer’s and CEO Direct Report’s compensation, consider a number of factors that include, but are not limited to, the Company’s financial and operational performance, relative shareholder return, the value of similar incentive awards to executives at comparable companies, awards given in past years, and the results of the most recent shareholder advisory vote on executive compensation; |
• | Annually review and approve the annual base salaries and annual short-term and long-term incentive opportunities of the executive officers and CEO Direct Reports; |
• | Periodically review and approve the following, as they affect executive officers and CEO Direct Reports: elements of compensation other than salaries and annual incentives; employment and severance agreements; change-in-control agreements and change-in-control provisions affecting any element of compensation or benefits; and any special or supplemental compensation and benefits for the executive officers, CEO Direct Reports, and individuals who formerly served as executive officers and CEO Direct Reports; |
• | Award equity-based awards to executive officers, CEO Direct Reports, and to other employees of the Company pursuant to any plans approved by the Board which by its terms provide for administration by the Compensation Committee; |
• | Make recommendations to the Board with respect to the compensation of Board members; |
• | Assure that all compensation policies and programs comply with applicable laws and regulations; |
• | Review and approve annual performance goals for performance-based compensation, including but not limited to performance goals for performance-based compensation that is intended to be tax deductible under Section 162(m) of the Internal Revenue Code, determine whether the performance goals and objectives are attained, and certify the level of attainment as applicable; |
• | Review and approve annually the peer group used to assess the competitiveness of the Company’s compensation programs, including executive compensation; |
• | Review the Company’s compensation policies and practices to determine whether they encourage excessive risk-taking, discuss annually the relationship between risk management policies and practices and compensation, and evaluate compensation policies and practices that could mitigate any such risk; |
• | Consider the factors affecting independence set forth in Section 303A.05(c)(iv) of the NYSE Listed Company |
• | Review and approve the frequency that should be recommended to the Company’s shareholders with respect to how often the Company shall hold a shareholder advisory vote on executive compensation (“Say on Pay Vote”); review and approve the frequency with which the Company should submit to the shareholders a Say on Pay Vote, taking into consideration any prior Say on Pay Vote on the frequency with which the Company shall hold a Say on Pay Vote; and review the results of the most recent Say on Pay Vote when considering whether to make any adjustments to the Company’s executive compensation policies and practices; |
• | Review and discuss the Company’s Compensation Discussion and Analysis (“CD&A”) and the related executive compensation information and recommend that the CD&A and related executive compensation information be included in the Company’s proxy statement and annual report on Form 10-K as required by the rules and regulations of the Securities and Exchange Commission; |
• | Approve the Compensation Committee report on executive officer compensation included in the Company’s proxy statement or annual report on Form 10-K as required by the rules and regulations of the Securities and Exchange Commission; |
• | Receive reports on compensation and benefits applicable to all employees; and |
• | Oversee the Company’s compliance with, and take any other actions as may be required from time to time by, applicable law, the rules of the NYSE, the rules and regulations of the Securities and Exchange Commission, the Bylaws or the Board, including any requirement that shareholders approve equity compensation plans. |
Name | Board Retainer (1) | Committee and Chair Retainers (1) | Restricted Stock Awards(2)(3) | Option Awards (4) | Total | |||||||||||||||
Kenneth T. Hern | $ | 76,000 | $ | 46,000 | $ | 125,008 | $ | — | $ | 247,008 | ||||||||||
John S. Reiland | $ | 52,000 | $ | 58,000 | $ | 125,008 | $ | — | $ | 235,008 | ||||||||||
L.V. “Bud” McGuire | $ | 52,000 | $ | 20,000 | $ | 125,008 | $ | — | $ | 197,008 | ||||||||||
L. Melvin Cooper | $ | 52,000 | $ | 28,000 | $ | 125,008 | $ | — | $ | 205,008 | ||||||||||
Carla S. Hardy | $ | 52,000 | $ | 24,000 | $ | 125,008 | $ | — | $ | 201,008 | ||||||||||
Ted D. Brown | $ | 52,000 | $ | 32,000 | $ | 125,008 | $ | — | $ | 209,008 | ||||||||||
Michelle M. Adams (5) | $ | — | $ | — | $ | — | $ | — | $ | — |
(5) | Michelle Adams was appointed to the Board on January 24, 2017, and therefore, did not earn any compensation during 2016. |
2016 | 2015 | ||||||
Audit fees | $ | 647,500 | $ | 589,000 | |||
Audit related fees | 35,000 | 35,000 | |||||
Tax fees | — | — | |||||
All other fees | — | — | |||||
Total | $ | 682,500 | $ | 624,000 |
n | n |
¢ 20630300000000000000 0 | 042117 |
FOR | AGAINST | ABSTAIN | ||||||
PROPOSAL 1: | Election of the eight directors to serve until the next annual meeting of stockholders of the Company or until their successors are duly elected and qualified, or until their earlier resignation or removal. | |||||||
Michelle M. Adams | ¨ | ¨ | ¨ | |||||
Ted D. Brown | ¨ | ¨ | ¨ | |||||
John W. Chisholm | ¨ | ¨ | ¨ | |||||
L. Melvin Cooper | ¨ | ¨ | ¨ | |||||
Carla S. Hardy | ¨ | ¨ | ¨ | |||||
Kenneth T. Hern | ¨ | ¨ | ¨ | |||||
L.V. “Bud” McGuire | ¨ | ¨ | ¨ | |||||
John S. Reiland | ¨ | ¨ | ¨ | |||||
PROPOSAL 2: | Approval of Non-Binding Advisory Vote on Executive Compensation. | ¨ | ¨ | ¨ | ||||
PROPOSAL 3: | Ratification of the selection of the independent registered public accounting firm, HEIN & ASSOCIATES LLP, as the Company’s auditors for the year ending December 31, 2017. | ¨ | ¨ | ¨ |
Signature of Stockholder | Date: | Signature of Stockholder | Date: | |||||||||||
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. | ||||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | ¨ |
n | n |
PROXY VOTING INSTRUCTIONS |
TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. Vote online/phone until 11:59 PM EST the day before the meeting. | |||
COMPANY NUMBER | |||
MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible. | ACCOUNT NUMBER | ||
IN PERSON - You may vote your shares in person by attending the Annual Meeting. |
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at www.flotekind.com/proxymaterials. |
i Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. i |
¢ 20630300000000000000 0 | 042117 |
FOR | AGAINST | ABSTAIN | ||||||
PROPOSAL 1: | Election of the eight directors to serve until the next annual meeting of stockholders of the Company or until their successors are duly elected and qualified, or until their earlier resignation or removal. | |||||||
Michelle M. Adams | ¨ | ¨ | ¨ | |||||
Ted D. Brown | ¨ | ¨ | ¨ | |||||
John W. Chisholm | ¨ | ¨ | ¨ | |||||
L. Melvin Cooper | ¨ | ¨ | ¨ | |||||
Carla S. Hardy | ¨ | ¨ | ¨ | |||||
Kenneth T. Hern | ¨ | ¨ | ¨ | |||||
L.V. “Bud” McGuire | ¨ | ¨ | ¨ | |||||
John S. Reiland | ¨ | ¨ | ¨ | |||||
PROPOSAL 2: | Approval of Non-Binding Advisory Vote on Executive Compensation. | ¨ | ¨ | ¨ | ||||
PROPOSAL 3: | Ratification of the selection of the independent registered public accounting firm, HEIN & ASSOCIATES LLP, as the Company’s auditors for the year ending December 31, 2017. | ¨ | ¨ | ¨ |
Signature of Stockholder | Date: | Signature of Stockholder | Date: | |||||||||||
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. | ||||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | ¨ | ||||
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