NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, MAY 5, 2020
10:00 a.m. Local Time
The Hilton Garden Inn
14919 Northwest Fwy
Houston, TX 77040
To the Stockholders of Flotek Industries, Inc.:
At the direction of the Board of Directors of Flotek Industries, Inc. (“Flotek” or the “Company”), a Delaware corporation, NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of the Company will be held at The Hilton Garden Inn, 14919 Northwest Fwy, Houston, TX 77040, on Tuesday, May 5, 2020, at 10:00 a.m. (local time), for the purpose of considering and voting upon the following matters:
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1.
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The election of five 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.
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2.
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The approval of a non-binding advisory vote on executive compensation.
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3.
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The approval of an amendment to the Company’s amended and restated certificate of incorporation to increase the number of shares of authorized common stock.
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Any other business which may be properly brought before the meeting or any adjournment thereof.
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Stockholders of record at the close of business on March 16, 2020 are entitled to vote at the meeting.
Due to the emerging health impact of coronavirus disease 2019 (COVID-19), Flotek is planning for the possibility that the Annual Meeting of Stockholders of the Company may be held solely by means of remote communication. If Flotek takes this step, Flotek will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by Flotek and available at www.flotekind.com.
By order of the Board of Directors
Nicholas J. Bigney
Senior Vice President, General Counsel & Corporate Secretary
April 3, 2020
YOUR VOTE IS IMPORTANT
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN YOUR PROXY AS PROMPTLY AS POSSIBLE. AN ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, IS ENCLOSED FOR THIS PURPOSE.
TABLE OF CONTENTS
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Completion of Board Terms
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Security Ownership of Executive Officers, Directors and Certain Beneficial Owners
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Director Stock Ownership Guidelines
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Audit Committee Report
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Independent Registered Public Accounting Firm
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Corporate Governance and Nominating Committee Report
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Compensation Committee
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PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
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Executive Officers
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Compensation Overview
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Executive Compensation
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PROPOSAL 3: APPROVAL OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
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FLOTEK INDUSTRIES, INC.
10603 W. Sam Houston Parkway N., Suite 300
Houston, Texas 77064
PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
We are providing our stockholders with an opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K and in accordance with the SEC’s rules. This proposal, which may be referred to as a “say-on-pay” proposal, is required by Section 14A of the Exchange Act, which was put in place by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
The Board of Directors is asking our stockholders to approve a non-binding advisory vote on the following resolution:
RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Proxy Statement dated April 3, 2020 is hereby approved.
Though this proposal calls for a non-binding advisory vote, our Board and Compensation Committee value the opinions
of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers.
Vote Required and Recommendation of the Board of Directors
The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the matter is required to approve this Proposal 2. In determining whether this proposal has received the requisite number of affirmative votes, abstentions will not be counted and will have the same effect as a vote against the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RESOLUTION APPROVING THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.
EXECUTIVE OFFICERS
Our named executive officers for 2019 were as follows:
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Name and Age
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Positions
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Position
Held Since
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John W. Chisholm (65) (1)
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Chief Executive Officer
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2012
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President and Chairman of the Board
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2010
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Interim President
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2009
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Elizabeth T. Wilkinson (62)
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Chief Financial Officer
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2018
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James A. Silas (45)
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Senior Vice President, Research and Innovation
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2016
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Vice President of Research and Innovation
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2015
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Research Scientist
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2013
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Joshua A. Snively, Sr. (55) (2)
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Executive Vice President, Operations
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2017
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Executive Vice President, Research and Innovation
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2013
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President of Florida Chemical Company, Inc., a wholly-owned subsidiary of the Company
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2013
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(1)
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Mr. Chisholm ceased to be a director, officer and employee effective January 5, 2020.
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(2)
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Mr. Snively ceased to be an officer and employee effective February 28, 2019.
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COMPENSATION OVERVIEW
The following discussion provides an overview of the background and objectives of our compensation programs for current senior management and the material elements of the compensation of each of the executive officers for 2019.
Objectives of Our Compensation Program
Our executive compensation program has been designed to ensure that Flotek is able to attract and retain talented and experienced executive officers, motivate and reward both individual and team efforts, enhance accountability of the executive officers to the Board, and align incentives of our executive officers with our shareholders’ interests. Each year the Compensation Committee determines the appropriate mix of cash and non-cash compensation and short and long
term incentive compensation for our executive officers in order to reward near term performance and to encourage commitment to our long-range goals.
Our 2019 executive compensation program consisted of base salary, short-term incentives and long-term incentives, as described below:
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Compensation Element
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Objective
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Key Features
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Base Salary
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Provides regular income, reflecting scope of responsibilities, job characteristics, leadership skills and experience.
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Reviewed annually based on individual performance. While base salary is not performance-based, annual increases are not guaranteed.
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Short-Term Incentives
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Rewards contributions to achievement of annual targets and individual performance, with a focus on key financial indicators.
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Compensation Committee determines performance measures to align incentives with short-term goals.
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Long-Term Incentives
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Correlates pay with shareholder value and aligns executives with value increases; helps to retain executives in the competitive energy market.
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Gives incentive for performance over long period, with a combination of staggered vesting and cliff vesting over three years.
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Named executive officers are eligible to participate in our employee benefit plans, including medical, dental, and vision care programs, Company-paid accidental death, dismemberment, and life insurance, and Flotek’s 401(k) plan,
on the same basis as other employees. The Company matches contributions at 100% of up to 2% of an employee’s compensation and, if greater, the Company matches contributions at 50% from 5% to 8% of an employee’s
compensation. The Company does not offer pension or retirement benefits other than the 401(k) plan. The Company’s international employees may have slightly different employee benefit plans than those offered to domestic employees, typically as a result of legal requirements of the specific country.
Executive officers are not permitted to participate in our employee stock purchase plan.
Peer Group Comparison
Our Compensation Committee considers data from a group of similar publicly-traded energy services companies and chemical companies (the “Peer Group”) to evaluate our executive compensation. During 2019, we worked with
Meridian Compensation Partners, LLC, our compensation consultant, to define our Peer Group and compare our executive compensation. We evaluate each element of compensation (base salary, short-term incentives, and long-term incentives), as well as the total of all compensation elements, to assess the competitiveness against our Peer Group.
The Compensation Committee also considers data from published survey sources and information from our directors, management, and compensation consultant to evaluate our executive compensation.
The companies in our Peer Group for 2019 were as follows:
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CARBO Ceramics, Inc.
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NCS Multistage Holdings, Inc.
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Dawson Geophysical Company
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Nuverra Environmental Solutions, Inc.
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Era Group Inc.
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Pioneer Energy Services Corp.
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Gulf Island Fabrication, Inc.
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Quintana Energy Services, Inc.
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Hornbeck Offshore Services, Inc.
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Ranger Energy Services, Inc.
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ION Geophysical Corporation
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RigNet, Inc.
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Key Energy Services, Inc.
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2019 Executive Officer Compensation
Base Salary
The Company reviews base salaries annually for the named executive officers. The Company includes several factors when reviewing base salaries, including base salaries paid for comparable positions in the Peer Group, published survey data, the relationship among base salaries paid within the Company, and individual experience and performance.
President, Chief Executive Officer and Chairman of the Board
On May 20, 2019, the Compensation Committee approved an annual salary of $550,000 for Mr. Chisholm and the
Company terminated the agreements with the companies owned by Mr. Chisholm under which Mr. Chisholm had been paid as an independent contractor. Prior to that time Mr. Chisholm had been paid a $50,000 annual salary and $810,000 pursuant to the agreements with the companies owned by Mr. Chisholm, for a total of $860,000. The change to an annual salary of $550,000 is a reduction of approximately 36%. For more information, please see the summary of Mr. Chisholm’s employment agreement below.
Other Named Executive Officers
The Company made the adjustments in the table below for the other named executive officers for 2019:
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Name
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Title
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2018 Salary
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2019 Salary
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Percent
Increase
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Elizabeth T. Wilkinson
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Chief Financial Officer
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$300,000
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$350,000
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16.7%
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James A. Silas
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Senior Vice President, Research and Innovation
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$278,654
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$285,000
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2.3%
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Joshua A. Snively, Sr. (1)
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Executive Vice President, Operations
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$499,166
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*
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*
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(1)
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Mr. Snively ceased to be an officer and employee effective February 28, 2019.
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2019 Short-Term Incentive (Annual Cash Bonus)
Under the terms of the short-term incentive program, executives can earn an annual cash bonus based on Company performance. The annual cash bonus program for 2019 was comprised of the following components:
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an annual adjusted EBITDA bonus;
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•
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an annual revenue bonus; and
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•
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an individual goal bonus.
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The percentage of total bonus attributable to each these three elements varies by executive.
EBITDA Bonus. Each executive had a bonus target amount (expressed as a percentage of base salary) based on the Company’s achievement of “Adjusted EBITDA” targets for continuing operations in 2019. Adjusted EBITDA is a non-GAAP measure under which EBITDA is adjusted to exclude stock-based compensation and certain nonrecurring charges not directly related to the ongoing operations of the Company. The Compensation Committee determines Adjusted EBITDA for purposes of the EBITDA Bonus, taking into account recommendations from the Company’s Chief Financial Officer. Executives receive 50% of their EBITDA bonus target for achievement of a minimum Adjusted EBITDA, 100% of the EBIDTA bonus target amount for achievement of the target Adjusted EBITDA amount, and 150% of the EBITDA bonus for achievement of a maximum Adjusted EBIDTA amount. If Adjusted EBITDA is between these levels, the resulting EBITDA Bonus percentage is calculated based on linear interpolation.
EBITDA Bonus calculations were performed quarterly in 2019.
Revenue Bonus. Each executive had a bonus target amount (expressed as a percentage of base salary) based on the
Company’s achievement of revenue targets for continuing operations in 2019. Executives receive 50% of their revenue bonus target for achievement of a minimum revenue amount, 100% of the revenue bonus target for achievement of the target revenue amount, and 150% of their revenue bonus target for achievement of a maximum revenue amount. If revenue is between these levels, the resulting revenue bonus percentage is calculated based on linear interpolation.
Revenue bonus calculations were performed quarterly in 2019.
Goal Bonus. In addition to the Adjusted EBIDTA bonus and the revenue bonus, each executive has a bonus target amount (expressed as a percentage of base salary) based on individual performance goals. Individual performance goals are approved by the Compensation Committee for each executive, and the Compensation Committee determines whether performance met or exceeded the goals established by the Committee. The actual amount paid may range between 0% and 200% of the target amount, depending on the level of achievement by the executive as determined by the Compensation Committee.
Goal setting, goal bonus calculations and resulting payments were determined quarterly in 2019.
In addition to the EBITDA Bonus and the Goal Bonus, the Compensation Committee also retains the ability to award discretionary bonuses based on individual performances or in connection with completion of large transactions.
The total bonus percentage for each named executive officer, together with the allocation among the Adjusted EBITDA, Revenue and Goal portions, was as follows for 2019:
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Bonus Percentage Targets
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Total
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Adjusted EBIDTA
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Revenue
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Goal Bonus
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John W. Chisholm (1)
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110%
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50%
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20%
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30%
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Elizabeth T. Wilkinson
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75%
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50%
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20%
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30%
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James A. Silas
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75%
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50%
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20%
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30%
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Joshua A. Snively (2)
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*
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*
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*
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*
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(1)
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Mr. Chisholm ceased to be a director, officer and employee effective January 5, 2020.
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(2)
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Mr. Snively ceased to be an officer and employee effective February 28, 2019. As this was prior to the implementation of the 2019 short-term incentive program, Mr. Snively was not included in the short-term incentive program.
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2019 Short-Term Incentive Results
No EBITDA bonus payouts were earned or paid to the named executive officers in 2019. The table below shows the actual amounts earned by the named executive officers in 2019 as a result of the other short-term incentive plan elements.
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Adjusted
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EBITDA
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Revenue
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Goal
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Discretionary
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Total
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John W. Chisholm (1)
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$
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—
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$
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20,873
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$
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95,288
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$
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—
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$
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116,161
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Elizabeth T. Wilkinson
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$
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—
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$
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9,056
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$
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83,672
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$
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—
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$
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92,728
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James A. Silas
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$
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—
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$
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7,374
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$
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61,720
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$
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—
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$
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69,094
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Joshua A. Snively (2)
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$
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—
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$
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—
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$
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—
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$
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—
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$
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—
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(1)
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Mr. Chisholm ceased to be a director, officer and employee effective January 5, 2020.
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(2)
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Mr. Snively ceased to be an officer and employee effective February 28, 2019. As this was prior to the implementation of the 2019 short-term incentive program, Mr. Snively was not included in the short-term incentive program.
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2019 Long-Term Incentives (Stock Awards)
In order to incentivize executives to work toward the long term success of the Company, the Compensation Committee has instituted a long-term incentive plan under which executives can earn awards of the Company’s stock.
The 2019 long-term incentive plan provides for a total stock award based on a dollar value determined by multiplying a factor by the annual salary of the applicable executive. For 2019, the factors were as follows:
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Award Factor
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John W. Chisholm (1)
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2.25
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Elizabeth T. Wilkinson
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1.35
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James A. Silas
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1.35
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Joshua A. Snively (2)
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*
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(1)
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Mr. Chisholm ceased to be a director, officer and employee effective January 5, 2020.
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(2)
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Mr. Snively ceased to be an officer and employee effective February 28, 2019. As this was prior to the implementation of the 2019 long-term incentive program, Mr. Snively was not included in the long-term incentive program.
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Awards made under the long term incentive plan are of two general types: restricted stock subject to time vesting (“Restricted Stock”), and stock based on relative total shareholder return (“TSR Stock”).
Restricted Stock. Each executive is granted restricted stock equal to (a) the executive’s award factor multiplied by (b) the executive’s salary and (c) 40%, divided by (d) a deemed share price of $4.00. These shares vest ratably on the date that is one year after the grant, December 31, 2020 and December 31, 2021.
TSR Stock. TSR Stock awards are based on two types of notional “units” granted to the relevant executives. The first type of unit is intended to reward performance based on performance of the Company as compared to the Peer Group (“TSR Peer Group Units”). Each executive is granted number of TSR Peer Group Units equal to (a) the executive’s
award factor multiplied by (b) the executive’s salary and (c) 30%, divided by (d) a deemed share price of $4.00.
After December 31, 2021, the performance of the Company is compared to the performance of the companies in the Peer Group during the period from January 1, 2019 to December 31, 2021 (the “Performance Period”). This is done by calculating the “Total Shareholder Return” for the Company and each company in the Peer Group by subtracting (a) the average closing price of the common stock of the applicable company for the last 20 trading days of the Performance Period from (b) the average closing price of the common stock of the applicable company for the 20 trading days immediately preceding the Performance Period (the “Beginning Price”) and then dividing the resulting difference by (c) the Beginning Price.
The TSR Peer Group Units are converted to restricted stock in the Company by multiplying the number of TSR Peer Group Units by a conversion rate equal to (a) 200%, if the Total Shareholder Return of the Company is equal to the 75th percentile when compared to the Peer Group, and (b) 100%, if the Total Shareholder Return of the Company is equal to the 50th percentile when compared with the Peer Group. If the Total Shareholder Return of the Company is between the 50th and the 75th percentile when compared to the Peer Group, the percentage used to calculate the conversion of the TSR Peer Group Units will be determined by linear interpolation. If the Total Shareholder Return of the Company is less than the 50th percentile when compared to the Peer Group, no TSR Peer Group Units will convert to shares in the Company.
The second type of unit is intended to reward performance based on the performance of the Company as compared to the Oilfield Equipment Services and Oil and Gas Drilling Global Industry Classification constituent companies of the Russell 2000 Index (the “Index Group”) during the Performance Period (the “TSR Index Group Units”). Each executive is granted a number of TSR Index Group Units equal to (a) the executive’s award factor multiplied by (b) the executive’s salary and (c) 30%, divided by (d) a deemed share price of $4.00.
At the end of the Performance Period, the performance of the Company is compared to the performance of companies in the Index Group in the same manner as for the TSR Peer Group Units. The TSR Index Group Units are converted to restricted stock in the Company by multiplying the number of TSR Index Group Units by a conversion rate equal to (a) 200%, if the Total Shareholder Return of the Company is equal to the 75th percentile when compared to the Index Group, and (b) 100%, if the Total Shareholder Return of the Company is equal to the 50th percentile when compared with the Index Group. If the Total Shareholder Return of the Company is between the 50th and the 75th percentile when compared to the Index Group, the percentage used to calculate the conversion of the TSR Index Group Units will be determined by linear interpolation. If the Total Shareholder Return of the Company is less than the 50th percentile when compared to the Index Group, no TSR Index Group Units will convert to shares in the Company.
For both the TSR Peer Group Units and the TSR Index Group Units, the conversion rate can never be greater than 100%, if the Total Shareholder Return for the Company during the Performance Period is a loss greater than 5%.
Unvested Restricted Stock and/or the right to convert TSR Peer Group Units and TSR Index Group Units are forfeited in the event the executive is not employed at the end of the Performance Period, although the Compensation Committee has the right to determine vesting in the event an executive dies, becomes disabled or retires prior to vesting.
If there is a change of control of the Company during the Performance Period, the TSR Peer Group Units and TSR Index Group Units convert at a rate of 100%.
Other Stock Awards
Executive officers of the Company may be awarded one-time awards of Restricted Stock in connection with the closing of significant transactions. In 2019, Restricted Stock was awarded to several of our named executive officers in connection with the sale of Florida Chemical Company to Archer-Daniels-Midland.
2019 Long-Term Incentive Results
The amount of Restricted Stock and notional units awarded to the 2019 named executive officers is detailed on the table below. As described above, Restricted Stock vests over three years, and TSR Peer Group Units/TSR Index Group Units are not actual awards of common stock, but rather the potential to convert into common stock if the Company meets certain performance objectives in future years.
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Restricted
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TSR Peer
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TSR Index
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Stock
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Group Units
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Group Units
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Total (3)
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John W. Chisholm (1)
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$
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668,013
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$
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581,938
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$
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575,441
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$
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1,825,392
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Elizabeth T. Wilkinson
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$
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277,998
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$
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222,134
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$
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219,716
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$
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719,848
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James A. Silas
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$
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157,752
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$
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180,933
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$
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178,913
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$
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517,598
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Joshua A. Snively, Sr. (2)
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$
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—
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$
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—
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$
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—
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$
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—
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(1)
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Mr. Chisholm ceased to be a director, officer and employee effective January 5, 2020, at which time all time-vesting Restricted Stock, TSR Peer Group Units and TSR Index Group Units awarded as 2019 long-term incentives were forfeited by Mr. Chisholm, other than 123,750 shares of Restricted Stock granted pursuant to the 2019 long-term incentive program, which was settled in cash at the time of Mr. Chisholm’s departure for $257,400.
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(2)
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Mr. Snively ceased to be an officer and employee effective February 28, 2019. As this was prior to the implementation of the 2019 long-term incentive program, Mr. Snively was not included in the long-term incentive program.
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(3)
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Amounts assume that the TSR Peer Group Units and the TSR Index Group Units convert at 100% and are valued as of the date of award.
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Employment Agreements
A brief summary of the employment agreements of our 2019 named executive officers is as follows:
John W. Chisholm - Employment Agreement
Mr. Chisholm entered into an employment agreement with the Company on May 20, 2019 which was amended on October 18, 2019. Under the terms of the employment agreement, Mr. Chisholm was paid a base salary of $550,000 annually and was eligible to participate in the short-term
incentive program with a target of 110% and the long-term incentive program with a factor of 2.25.
Upon execution of the employment agreement, Mr. Chisholm was granted 85,000 shares of restricted stock that vest on the earlier of Mr. Chisholm’s termination of employment or March 31, 2020.
The employment agreement was effective from April 1, 2019 until March 31, 2020. Upon resignation of employment by Mr. Chisholm for certain material reductions in salary, duties or certain relocations (“Good Reason”), Mr. Chisholm was entitled to (a) $3,612,000, paid over 24 equal monthly
installments, (b) reimbursement for COBRA premiums for up to one year, (c) 123,750 shares of stock, matching his time-vesting restricted stock portion of the 2019 long-term incentive plan and (d) any bonuses earned but not yet paid under the 2019 short-term incentive plan. Upon resignation other than for Good Reason, Mr. Chisholm was to be paid only base salary through the date of termination.
Until May 20, 2019, Mr. Chisholm was primarily compensated as an independent contractor through two entities controlled by Mr. Chisholm (the “Chisholm Entities”). The Chisholm entities indemnified the Company for all liabilities for taxes, income tax withholding and other similar liabilities that might arise related to the arrangement, and Mr. Chisholm personally guaranteed the Chisholm Entities’ indemnification.
Mr. Chisholm resigned from the Company as of January 5, 2020. The Company considers Mr. Chisholm’s resignation to be for Good Reason. The Company is entitled to withhold and/or apply a right of offset against Mr. Chisholm’s severance to amounts that would be due under the guarantee, bonus or salary that was previously overpaid, or taxes underwithheld from Mr. Chisholm, including taxes relating to the payment to the Chisholm Entities.
Elizabeth T. Wilkinson - Employment Agreement
Ms. Wilkinson entered into an amended and restated employment agreement with the Company on May 20, 2019. Under the terms of the employment agreement, Ms. Wilkinson is paid a base salary of $350,000 annually and is eligible to participate in the short-term incentive program with a target of 75% and the long-term incentive program with a factor of 1.35.
The employment agreement is effective from April 1, 2019 until December 31, 2020. Upon termination of Ms. Wilkinson’s employment other than for cause, or resignation of employment by Ms. Wilkinson for certain material reductions in salary, duties or certain relocations Ms. Wilkinson is entitled to 150% of Ms. Wilkinson’s base salary and target bonus, payable in nine monthly installments, and reimbursement for COBRA premiums for up to one year.
James A. Silas - Employment Agreement
Mr. Silas entered into an employment agreement with the Company on January 8, 2018. Under the terms of the employment agreement, Mr. Silas is paid an initial base salary of $285,000 annually and is eligible to participate in the short-term incentive program with a target of 75% and the long-term incentive program with a factor of 1.35.
Upon termination of Mr. Silas’ employment other than for cause, Mr. Silas is entitled to 100% of Mr. Silas’ base salary and target bonus, payable in nine monthly installments.
Joshua A. Snively, Sr. - Employment Agreement
Mr. Snively entered into an employment agreement with the Company on March 16, 2018. Under the terms of the employment agreement, Mr. Snively was paid an initial annual base salary of $490,000 and was eligible to participate in the short-term incentive program with a target of 75% and the long-term incentive program with a factor of 2.00.
The employment agreement was originally effective from March 16, 2018 to December 31, 2020. Mr. Snively’s employment as Executive Vice President, Operations was terminated on February 28, 2019 in connection with the sale of Florida Chemical Company to Archer-Daniels-Midland. As outlined in his employment agreement, Mr. Snively received severance equal to nine monthly installments of $159,250 beginning in April 2019. In connection with Mr. Snively’s departure, 50,000 shares of common stock previously granted under his employment agreement and 49,000 shares of common stock granted under the 2018 long-term incentive plan fully vested on February 28, 2019. All unvested restricted stock units were forfeited as of February 28, 2019.
Other Policies, Guidelines and Practices Related to Executive Compensation
Stock Ownership Guidelines
The Company has stock ownership guidelines for its executive officers to help further align compensation incentives with shareholders. Each executive has five years from the date appointed to his or her position (or within five years of the adoption of the guidelines, if the guidelines were adopted after the executive was appointed) to achieve the stock ownership ratio for his or her position.
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Role
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Ratio
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Chief Executive Officer
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6 times base salary
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Other executive officers
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2 times base salary
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Executives that do not meet the above ownership ratio must retain 25% of the net shares acquired from exercising stock options or vesting of shares until they reach the applicable stock ownership ratio.
At December 31, 2019, all current executives have met or exceeded the guidelines.
Hedging and Pledging of Company Stock
The Company’s Insider Trading Policy prohibits the Company’s directors, officers, and employees from hedging transactions related to Company securities, including short-selling, options, puts or calls, swaps, forwards, and futures. Company directors and executive officers are prohibited from pledging Company securities to secure indebtedness, including margin transactions related to Company securities.
None of the Company’s current executive officers or directors have pledged any Common Stock.
Claw-back Policy
Each executive that participates in the short-term incentive plan and long-term incentive plan agrees to abide by any compensation recovery, recoupment or other similar plan as may be approved by the Board or a committee thereof, or as may be required by applicable law.
Tax Gross-Ups on Severance
There are no tax gross-ups on any payments to executives, including severance payments.
Tax and Accounting Implications
Accounting for Stock-Based Compensation
The Company accounts for stock-based payments in accordance with the requirements of Accounting Standards
Codification (ASC) Topic 718, “Stock Compensation.” Equity based compensation is expensed over the requisite service period pursuant to the grant award terms. The Company considers the expense associated with stock-based incentive awards when granting such awards.
Section 409A
To the extent we permit executives to defer compensation or we commit to deliver compensation at a later date than when earned and vested, we make every attempt to meet the requirements of Section 409A of the Internal Revenue Code. Failure to satisfy the Section 409A requirements could subject the executives receiving deferred compensation to a 20% excise tax.
Changes for 2020
For 2020, there are several changes to both the executive officers at the Company and the executive compensation program.
2020 Executive Officers
The following are biographies of each of our executive officers as of April 3, 2020.
John W. Gibson Jr., 62, is the Company’s Chairman, President and Chief Executive Officer. Mr. Gibson’s biography is available under “Nominees” in Proposal 1 above.
Elizabeth T. Wilkinson, 62, has served as Chief Financial Officer since December 2018. From January 2012 through December 2018, Ms. Wilkinson served as a managing consultant at RGP, a publicly traded, global consulting firm, leading financial advisory projects for Fortune 100, Fortune 500, and private-equity-controlled clients. In this capacity, she served as interim CFO, interim treasurer, and in key financial reporting roles, leading companies through significant accounting and finance transitions. Prior to her role at RGP, from March 2009 through March 2011, Ms. Wilkinson was CFO of Xtreme Drilling and Coil Services, and previously also served as Vice President and Treasurer of Kerr-McGee Corporation. Ms. Wilkinson is a Certified Public Accountant and received a Bachelor of Science in Business Administration, as well as a Master of Business Administration, from the University of Florida.
Danielle Allen, 45, has served as Senior Vice President, Global Communications & Technology Commercialization since April 2017. Ms. Allen was Executive Vice President at Edelman, a public relations company, from April 2005 to April 2017. Prior to her time at Edelman, Ms. Allen spent six years as communications director and whip assistant for U.S. Congressman Max Sandlin, where she was responsible
for communications strategy, media relations, grassroots communications and coalition building. Ms. Allen earned a Bachelor of Arts in Journalism, with a concentration in public relations, from the University of Texas. She has completed a Leadership and Business Development program at the University of Chicago Booth School of Business, and is a graduate of Leadership Houston, as well as a member of the Emerging Leaders at Rice University’s Baker Institute for Public Policy. Ms. Allen also holds a certificate from the Institute for Crisis Management and serves on the board of directors of Leadership Houston.
Nicholas J. Bigney, 42, has served as Senior Vice President, General Counsel & Corporate Secretary since February 2020. From April 2018 to January 2020, Mr. Bigney was the Vice President, General Counsel & Secretary of Oiltanking North America, a midstream storage and logistics company. From August 2010 to April 2018, Mr. Bigney worked at Nabors Industries, a leading drilling contractor, in positions of increasing seniority. Prior to his time at Nabors, Mr. Bigney spent time at Milbank in New York and Skadden, Arps, Slate, Meagher & Flom in New York and Houston. Mr. Bigney has over 15 years of experience providing legal advice for companies in the oil and gas, chemicals and energy sectors. Mr. Bigney has a Bachelor of Arts in Japanese from Brigham Young University and a Juris Doctorate from Columbia Law School.
Ryan Ezell, 41, has served as Senior Vice President, Operations since March 2020. Previously, Dr. Ezell served as Vice President,Operations since August 2019. Prior to joining Flotek, Dr. Ezell was a global leader at Halliburton from May 2006 to July 2019, most recently serving as Vice President of Baroid Drilling Fluids. He has over 20 years of experience in the oil and gas services industry, including 10 years international of expatriate experience in Africa and the Middle East, Europe and Eurasia regions. Dr. Ezell earned
a Bachelor of Science degree in Chemistry from Millsaps College and a Ph. D in Polymer Science from the University of Southern Mississippi. He is a published scientist and an author on more than 26 patents.
Mark Lewis, 59, has served as the Senior Vice President of Global Sales & Business Development since April 2019 and as an executive officer since August 2019. From January 2014 to April 2019, Mr. Lewis worked at Baker Hughes in many leadership roles, including Vice President of Global Accounts, Managing Director for North Arabia, and Vice President for Upstream Chemicals. Prior to his tenure at Baker Hughes, he served in a variety of sales and leadership roles at Petrolite. Mr. Lewis has over 35 years of experience leading business units, strategic accounts and teams developing strategies to provide technology-drive products and services to upstream and downstream oil and gas operators. Mr. Lewis earned a Bachelor’s degree in Chemical Engineering from the University of Birmingham and a Masters of Business Administration from the University of Leeds.
James A. Silas, 45, has served as the Senior Vice President of Research and Innovation since May 2016. Dr. Silas became an executive officer in this role in May 2019. Previously, he served as the Vice President of Research and Innovation beginning in May 2015 and as a research scientist beginning in June 2013. Dr. Silas was an assistant professor of Chemical Engineering at Texas A&M University prior to joining the Company. He has over 15 years of research experience investigating the physics and chemistry of surfactants and polymers in the areas of personal care products, bioengineering, and the oil industry. He earned a B.S.E in Chemical Engineering from Princeton University, a Ph.D. in Chemical Engineering from the University of Delaware, and was a NIH Ruth L Kirschstein Postdoctoral Fellow at the University of Pennsylvania in Bioengineering.
As previously announced, John Chisholm ceased to be a director, officer and employee effective January 5, 2020, and Joshua A. Snively, Sr. ceased to be an officer and employee effective February 28, 2019.
Changes to Peer Group
The Compensation Committee adjusted the Peer Group in January 2020 to ensure it was appropriate for the size and line of business and for the current industry environment.
The companies in our Peer Group for 2020 are as follows:
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Advanced Emission Solutions, Inc.
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Hornbeck Offshore Services, Inc.
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Aspen Aerogels, Inc.
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Intrepid Potash, Inc.
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CARBO Ceramics, Inc.
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ION Geophysical Corporation
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Energy Recovery, Inc.
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Natural Gas Services Group, Inc.
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Era Group Inc.
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NCS Multistage Holdings, Inc.
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Graham Corporation
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Nuverra Environmental Solutions, Inc.
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Gulf Island Fabrication, Inc.
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RigNet, Inc.
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The Compensation Committee intends to monitor the composition of the Peer Group to assure that it provides a useful representation of the market for leadership talent in which the Company competes.
Changes to Short-Term Incentive Compensation
For 2020, the Company’s short-term incentive compensation plan has added a mechanism to provide for funding of a “pool” for executive bonuses. The pool is funded based on significant improvements to the adjusted EBITDA of the Company on a year-over-year basis.
Bonuses are paid out of the funded pool, with 70% attributable to the achieved adjusted EBITDA of the Company, and 30% attributable to the individual executive’s goals. If the adjusted EBITDA targets of the Company are not reached, there will be no bonus pool from which to pay bonuses.
Regardless of whether or not the pool is funded, Mr. Gibson will receive no bonus for 2020 if the adjusted EBITDA of the Company for 2020 is less than break-even.
Changes to Long-Term Incentive Compensation
For 2020, the Company’s long-term incentive compensation plan is based on the revised 2020 Peer Group. The plan has also been changed to grant the restricted stock based on the closing price of the Company’s common stock on February 28, 2020, which was $1.58. A conversion rate of 50% has also been set for both TSR Peer Group Units and TSR Index Group Units at 30th percentile performance, following recommendations from our compensation consultant. The plan otherwise remains substantially as it was in 2019.
Compensation of CEO
Mr. Gibson does not participate in the Company’s long-term incentive compensation plan as his long-term compensation incentives are otherwise agreed to in his employment contract with the Company. Pursuant to Mr. Gibson’s employment contract, Mr. Gibson receives an annual salary of $500,000. Mr Gibson also receives options to purchase up to 2,000,000 shares of common stock of the Company based on the performance of the Company through December 31, 2024.
33% of the options vest at a share price of $3.60, an additional 33% will vest at a share price of $5.40, and all options vest at a share price of $7.20. Mr. Gibson is also granted options to purchase up to $1,000,000 shares of common stock of the
Company, which vest ratably over five years. In each case the exercise price of the options is the closing price of the Company’s common stock on December 21, 2019.
Summary Compensation Table
The following table provides information concerning compensation earned in our fiscal years 2019 and 2018 by our named executive officers.
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Name and Principal Position
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Year
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Salary
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Bonus
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Stock
Awards
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Option
Awards
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Non-Equity Incentive Plan Compensation
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All Other
Compensation
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Total
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|
|
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John W. Chisholm – President, Chief
Executive Officer and Chairman of
the Board (1)
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2019
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$
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626,238
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$
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—
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$
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668,013
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|
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$
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—
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|
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$
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116,161
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|
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$
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—
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$
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1,410,412
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2018
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|
$
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50,000
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|
|
$
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—
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|
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$
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934,367
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|
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$
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—
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|
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$
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—
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$
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810,000
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$
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1,794,367
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|
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Elizabeth T. Wilkinson - Chief Financial Officer
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2019
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$
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337,671
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$
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—
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$
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277,998
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|
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$
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—
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|
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$
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92,728
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|
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$
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—
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|
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$
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708,397
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2018
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|
$
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—
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|
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$
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25,000
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$
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63,600
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|
|
$
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—
|
|
|
$
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—
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|
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$
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—
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$
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88,600
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|
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James A. Silas - Senior Vice President, Research and Innovation
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2019
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$
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285,000
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$
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—
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$
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157,752
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|
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$
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—
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|
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$
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69,094
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|
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$
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—
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|
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$
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511,846
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2018
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$
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278,654
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|
$
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—
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|
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$
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55,396
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|
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$
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—
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|
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$
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94,900
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$
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—
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$
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428,950
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|
|
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Joshua A. Snively, Sr. - Executive Vice President, Operations (2)
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2019
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$
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101,769
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$
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—
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$
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—
|
|
|
$
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—
|
|
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$
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—
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|
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$
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1,433,250
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|
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$
|
1,535,019
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2018
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$
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499,166
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|
|
$
|
—
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|
|
$
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932,968
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|
|
$
|
—
|
|
|
$
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—
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|
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$
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30,771
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$
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1,462,905
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(1)
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Mr. Chisholm ceased to be a director, officer and employee effective January 5, 2020.
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(2)
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Mr. Snively ceased to be an officer and employee effective February 28, 2019. Amounts in “All Other Compensation” includes severance payable to Mr. Snively.
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The following table provides information relating to outstanding equity-based awards held by each named executive officer as of December 31, 2019.
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Name
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Year of Grant
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Number of
Shares or Units of Stock
That Have Not
Vested
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Market Value of Shares or Units of Stock
That Have Not Vested (1)
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Equity Incentive Plan
Awards: Number of
Unearned Shares, Units
or Other Rights That
Have Not Vested
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|
Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares, Units
or Other Rights That
Have Not Vested (4)
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John W. Chisholm (2)
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2019
|
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208,750
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|
|
|
|
$
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417,500
|
|
|
185,626
|
|
|
|
|
$
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371,252
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2018
|
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32,250
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|
|
|
|
$
|
64,500
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|
|
—
|
|
|
|
|
$
|
—
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Elizabeth T. Wilkinson
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2019
|
|
87,250
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|
|
|
|
$
|
174,500
|
|
|
70,876
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|
|
|
|
$
|
141,752
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|
|
|
2018
|
|
30,000
|
|
|
|
|
$
|
60,000
|
|
|
—
|
|
|
|
|
$
|
—
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|
James A. Silas
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2019
|
|
48,475
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|
|
|
|
$
|
96,950
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|
|
57,714
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|
|
|
|
$
|
115,428
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2018
|
|
14,750
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|
|
|
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$
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29,500
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|
|
—
|
|
|
|
|
$
|
—
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|
Joshua A. Snively (3)
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2019
|
|
—
|
|
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
$
|
—
|
|
|
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2018
|
|
—
|
|
|
|
|
$
|
—
|
|
|
—
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|
|
|
|
$
|
—
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(1)
|
The dollar value of unvested shares of restricted stock reported are valued at the closing price of Flotek’s Common Stock at December 31, 2019.
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(2)
|
Mr. Chisholm ceased to be a director, officer and employee effective January 5, 2020, at which time all time-vesting Restricted Stock, TSR Peer Group Units and TSR Index Group Units were forfeited by Mr. Chisholm, other than (a) 85,000 shares of Restricted Stock granted in respect of the sale of Florida Chemical Company to Archer-Daniels-Midland, and (b) 123,750 shares of Restricted Stock granted pursuant to the 2019 long-term incentive program, which was settled in cash at the time of Mr. Chisholm’s departure for $257,400.
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(3)
|
Mr. Snively ceased to be an officer and employee effective February 28, 2019.
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(4)
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The dollar value of the unvested unearned shares, units or other rights are valued at the closing price of Flotek’s Common Stock at December 31, 2019.
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PROPOSAL 3: APPROVAL OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK
The Company’s current amended and restated certificate of incorporation (the “Certificate”) authorizes the issuance of up to 80,100,000 shares in the Company, of which 80,000,000 are common stock and 100,000 are preferred stock. As of March 16, 2020, 58,951,784 common shares and no preferred shares of the Company were outstanding.
As previously disclosed, the Company is evaluating the use of the cash proceeds from the sale of Florida Chemical Company to Archer-Daniels-Midlands. The Board believes that the ability to use equity in combination with cash would allow the Company to make stronger and more attractive proposals to potential acquisition targets, and that the remaining 21,048,216 shares that may be issued under the existing Certificate are not sufficient to bring maximum value. The Board is therefore recommending that the Certificate be amended to allow for the issuance of up to 140,000,000 shares of common stock in the Company, an increase of 60,000,000 shares.
The additional authorized shares of common stock will be available from time to time for corporate purposes, including acquisitions of other companies, products, technologies or businesses. We do not have any current intention or plan to issue shares of common stock for any purpose.
Authorized but unissued shares of our common stock may be issued from time to time upon authorization by the Board, at such times, to such persons and for such consideration as the Board may determine in its discretion, except as may be required for a particular transaction by applicable law, regulation or the rules of the NYSE. When and if such shares are issued, they would have the same voting and other rights and privileges as the currently issued and outstanding shares of common stock of the Company.
The authorization of the additional shares of common stock would not, by itself, have any effect on the rights of stockholders. However, holders of common stock have no preemptive rights to acquire additional shares of common stock, so the issuance of additional shares could have a dilutive effect on earnings per share and the voting power of existing stockholders at the time of issuance. The issuance of additional shares of common stock, or the perception that additional shares may be issued, may also adversely affect the market price of our common stock.
The Board does not believe that an increase in the number of authorized shares would significantly affect the ability of a third party to attempt to gain control of us. However, it is possible that an increase in authorized shares of common stock could render such an acquisition more difficult under certain circumstances or discourage an attempt by a third party to obtain control of us by making possible the issuance of shares that would dilute the share ownership of a person attempting to obtain control or otherwise make it difficult to obtain any required shareholder approval for a proposed transaction for control. The Board has no current intention to authorize the issuance of additional shares for such purpose and is not aware of any present attempt to obtain control of us or otherwise accumulate our common stock.
A copy of the proposed amendment to the Certificate is attached as Exhibit A.
The affirmative vote of the holders of at least a majority of the outstanding shares of common stock, whether or not present or represented by proxy at the Meeting, is required to approve the amendment to the Company’s Certificate.
THE THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 3 APPROVING THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION.
OTHER MATTERS
The Board is not aware of any other matters that may come before the Meeting. However, the proxies may be voted with discretionary authority with respect to any other matters that may properly come before the Meeting.
ANNUAL REPORT
An Annual Report to Stockholders of the Company for the fiscal year ended December 31, 2019 is enclosed herewith.
This report does not form any part of the material for solicitation of proxies.
FUTURE STOCKHOLDER
PROPOSALS AND STOCKHOLDER COMMUNICATIONS
Stockholders are entitled to submit proposals on matters appropriate for stockholder action consistent with regulations of the SEC and the Company’s bylaws.
In order for a stockholder proposal or nomination to be properly brought before next year’s annual meeting, written notice of the proposal that complies with the Company’s bylaws must be received by the Company’s Corporate Secretary (at the address below) no earlier than 120 days and no later than 90 days prior to the one year anniversary of the preceding year’s annual meeting, which is expected to be held in May 2021. For the 2021 Annual Meeting, notice of such business or nominations must be received by the Company no earlier than January 5, 2021 and no later than February 4, 2021, as set forth more fully in the bylaws, and must comply with the other requirements as set forth in the bylaws.
In addition to the foregoing, should a stockholder wish to have a proposal appear in the Company’s proxy statement and form of proxy for next year’s annual meeting of stockholders, under regulations of the SEC, such proposal must be received by the Company’s Corporate Secretary at our principle executive offices, 10603 W. Sam Houston Parkway N., Suite 300, Houston, Texas 77064, on or before February 5, 2021.
Stockholders and interested parties who wish to communicate with the Board, or with any individual director, may do so by (1) calling Lighthouse Services Inc., a third party call center, at (800) 785-1003 or (2) correspondence addressed to the Board, or to an individual director, at the principal executive offices of the Company. All such communications received from stockholders are sent directly to Board members.
HOUSEHOLDING OF PROXY MATERIALS
The SEC permits a single set of notices, annual reports, and proxy statements to be sent to any household at which two or more stockholders reside if they appear to be members of the same family. Each stockholder continues to receive a separate proxy card. This procedure, referred to as householding, reduces the volume of duplicate information stockholders receive and reduces mailing and printing expenses. A number of brokerage firms have instituted householding.
As a result, if you hold your shares through a broker and you reside at an address at which two or more stockholders reside, you will likely be receiving only one notice, annual report, and proxy statement unless any stockholder at that address has given the broker contrary instructions. However, if any beneficial stockholder residing at an address of which two or more stockholders reside wishes to receive a separate notice, annual report, or proxy statement in the future, or if any beneficial stockholder that elected to continue to receive separate notice, annual reports, or proxy statements wishes to receive a single notice, annual report, or proxy statement in the future, that stockholder should contact his or her broker or send a request to our Corporate Secretary at our principal executive offices, 10603 W. Sam Houston Parkway N., Suite 300, Houston, Texas 77064, telephone number (713) 849-9911. We will deliver, promptly upon written or oral request to our Corporate Secretary, a separate copy of the notice, 2019 annual report, and this proxy statement to a beneficial stockholder at a shared address to which a single copy of the documents was delivered.
EXHIBIT A
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
FLOTEK INDUSTRIES, INC.
Flotek Industries, Inc., (the “Corporation”), a corporation duly organized and validly existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby files this Certificate of Amendment (this “Amendment”) to the Amended and Restated Certificate of Incorporation of the Corporation, and certifies as follows:
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1.
|
The name of the Corporation is Flotek Industries, Inc. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 30, 2001, and an Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on each of October 2, 2007 and November 9, 2009.
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|
|
2.
|
The first paragraph of Article Fourth of the Corporation’s Amended and Restated Certificate of Incorporation, as amended, is hereby amended and restated in its entirety to read as follows:
|
“The aggregate number of shares which the corporation shall have the authority to issue is 140,100,000 shares, consisting of 140,000,000 shares of Common Stock, par value of $.0001 per share, and 100,000 of Preferred Stock, par value of $.0001 per share.”
|
|
3.
|
This Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
|
|
|
4.
|
This Amendment shall become effective upon its filing in accordance with the provisions of Section 103(d) of the DGCL.
|
IN WITNESSS WHEREOF, the Corporation has caused this Amendment to be executed by its duly authorized officer on May 5, 2020.
FLOTEK INDUSTRIES, INC.
By: ___________________________
Name: John W. Gibson Jr.
Title: President and Chief Executive Officer
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report, Notice of Meeting is/are available at www.proxyvote.com.
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PROXY
FLOTEK INDUSTRIES, INC.
2020 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AT
THE HILTON GARDEN INN, 14919 NORTHWEST FWY, HOUSTON, TX 77040
ON TUESDAY, MAY 5, 2020 AT 10:00 A.M. LOCAL TIME
THE UNDERSIGNED STOCKHOLDER OF FLOTEK INDUSTRIES, INC. (the “Company”) HEREBY APPOINTS John W. Gibson Jr., President and Chief Executive Officer of the Company, or failing this person, Nicholas J. Bigney, Senior Vice President, General Counsel and Corporate Secretary of the Company, or in the place of the foregoing, , (print the name), as proxyholder for and on his or her behalf, with full power of substitution, to attend, act and vote for and on behalf of the undersigned at the Annual Meeting of Stockholders of the Company (the “Meeting”) to be held on Tuesday, May 5, 2020, and at every adjournment thereof, to the same extent and with the same powers as if the undersigned were present at the Meeting, or any adjournment thereof. The stockholder hereby directs the proxyholder to vote the securities of the Company registered in the name of the undersigned as specified herein.
This Proxy is being solicited by the Board of Directors. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.
(Continued and to be signed on the reverse side.)
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FLOTEK INDUSTRIES, INC.
ATTN: NICHOLAS J. BIGNEY
10603 W SAM HOUSTON PKWY N, SUITE 300
HOUSTON, TX 77064
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VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 05/04/2020 for shares held directly and by 11:59 P.M. ET on 04/30/2020 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
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ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
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VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 05/04/2020 for shares held directly and by 11:59 P.M ET on 05/30/2020 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.
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VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: ý
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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The Board of Directors recommends you vote FOR the following:
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FOR
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AGAINST
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ABSTAIN
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PROPOSAL 1:
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Election of Directors
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Nominees
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1a. John W. Gibson Jr.
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1b. Michelle M. Adams
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1c. Ted D. Brown
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1d. Paul W. Hobby
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1e. David Nierenberg
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The Board of Directors recommends you vote FOR proposals 2 and 3.
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FOR
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AGAINST
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ABSTAIN
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PROPOSAL 2:
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Advisory vote to approve executive compensation.
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PROPOSAL 3:
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Approval of amendment to amended and restated certificate of incorporation to increase the number of shares of authorized common stock.
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Note: Such other business as may properly come before the meeting or any adjournment thereof.
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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