Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses ACDC in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named ACDC in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Austin Harbour | $450,000 | $0 | $632,996 | $0 | $427,500 | $0 | $19,623 | $1,530,120 |
| Chief Financial Officer | ||||||||
| Johnathan Wilks | 475,000 | 0 | 780,488 | 0 | 47,500 | 0 | 79,595 | 1,382,583 |
| Chief Executive Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Austin Harbour | $1,530,120 | — | — | — |
| Johnathan Wilks | 1,382,583 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Johnathan L. Wilks | PRSU | — | — | — | — | — | $780,488 |
| Austin Harbour | PRSU | — | — | — | — | — | 632,996 |
Grant-level vehicle detail not disclosed.
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Austin Harbour | PSU | 116,732 | — | $454,087 |
| Wilks | PSU | 92,088 | — | 358,222 |
| Wilks | PSU | 85,603 | — | 332,996 |
| Wilks | PSU | 56,619 | — | 220,248 |
| Austin Harbour | PSU | 77,821 | — | 302,724 |
| Wilks | PSU | 138,132 | — | 537,333 |
| Wilks | PSU | 52,631 | — | 204,735 |
| Wilks | PSU | 128,405 | — | 499,495 |
our executive compensation program reflects a pay-for-performance philosophy that emphasizes long-term equity awards intended to align our executives interests with stockholders long-term interests
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-27 | 157,287,850 | 588,648 | 14,505 | 99.62% | Passed |
| 2025 | 2025-05-28 | 146,712,466 | 738,806 | 77,352 | 99.45% | Passed |
| 2024 | 2024-05-30 | 134,767,553 | 9,282,436 | 22,722 | 93.54% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-27 | 99.62%a |
| 2025 | 2025-05-28 | 99.45%b |
| 2024 | 2024-05-30 | 93.54%c |
a. Approved under the standard stated in the filing — “3, abstentions are treated as shares present and entitled to vote for purposes of such proposal and, therefore, will have the same effect as a vote "against" such a proposal.”.
b. Approved under the standard stated in the filing — “3, abstentions are treated as shares present and entitled to vote for purposes of such proposal and, therefore, will have the same effect as a vote "against" such a proposal.”.
c. Approved under the standard stated in the filing — “3, abstentions are treated as shares present and entitled to vote for purposes of such proposal and, therefore, will have the same effect as a vote "against" such a proposal.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Theresa GlebockiIndependent · Audit (Chair) · Compensation | $175,000 | $150,000 | $0 | — | $0 | $325,000 |
| Stacy NieuwoudtIndependent · Compensation (Chair) · Audit | 170,000 | 150,000 | 0 | — | 0 | 320,000 |
| Gerald W. HaddockIndependent · Audit · Compensation | 153,500 | 150,000 | 0 | — | 0 | 303,500 |
| Sergei KrylovNot independent | 117,500 | 150,000 | 0 | — | 0 | 267,500 |
| James Coy Randle JrNot independent · Departed during FY | 119,000 | 0 | 0 | — | 0 | 119,000 |
| Matthew D. WilksEmployee director · Board Chair | 0 | 0 | 0 | — | 0 | 0 |
| Matthew RinaldiNot independent · Newly elected | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $95,000 |
|---|---|
| Annual equity retainer | $150,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 15,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $735,000 |
| Equity awards (grant-date value) | $600,000 |
| All other compensation | $0 |
| Total cost of the board | $1,335,000 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | ProFrac Holding | 2025 | Johnathan Wilks | $475,000 | $780,488 | $0 | $47,500 | $1,382,583 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Austin Harbour | DEF 14A | 2026-04-27 | 0001104659-26-049044 | Section “Summary Compensation Table”. As printed: 1,530,120. Filing ↗machine: r5 · c35 · span 321410–321419 |
| 2 | Section 01, Johnathan Wilks | DEF 14A | 2026-04-27 | 0001104659-26-049044 | Section “Summary Compensation Table”. As printed: 1,382,583. Filing ↗machine: r3 · c35 · span 312739–312748 |
| 3 | Section 03, Johnathan L. Wilks PRSU | DEF 14A | 2026-04-27 | 0001104659-26-049044 | Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t7 · r3 · c17 · span 310742–310749 |
| 4 | Section 03, Austin Harbour PRSU | DEF 14A | 2026-04-27 | 0001104659-26-049044 | Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. Filing ↗machine: t7 · r5 · c17 · span 319520–319527 |
| 5 | Section 07, pay ratio | 10-K | 2026-03-13 | 0001193125-26-106120 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 6 | Section 08, Theresa Glebocki | DEF 14A | 2026-04-27 | 0001104659-26-049044 | Section “Director Compensation”. As printed: 325,000. Filing ↗machine: t4 · r3 · c17 · span 230323–230330 |
| 7 | Section 08, Stacy Nieuwoudt | DEF 14A | 2026-04-27 | 0001104659-26-049044 | Section “Director Compensation”. As printed: 320,000. Filing ↗machine: t4 · r2 · c17 · span 228201–228208 |
| 8 | Section 08, Gerald W. Haddock | DEF 14A | 2026-04-27 | 0001104659-26-049044 | Section “Director Compensation”. As printed: 303,500. Filing ↗machine: t4 · r1 · c17 · span 226105–226112 |
| 9 | Section 08, Sergei Krylov | DEF 14A | 2026-04-27 | 0001104659-26-049044 | Section “Director Compensation”. As printed: 267,500. Filing ↗machine: t4 · r4 · c17 · span 232417–232424 |
| 10 | Section 08, James Coy Randle Jr | DEF 14A | 2026-04-27 | 0001104659-26-049044 | Section “Director Compensation”. As printed: 119,000. Filing ↗machine: t4 · r5 · c5 · span 233640–233647 |
| 11 | Section 08, Matthew D. Wilks | DEF 14A | 2026-04-27 | 0001104659-26-049044 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 12 | Section 08, Matthew Rinaldi | DEF 14A | 2026-04-27 | 0001104659-26-049044 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 13 | Section 06, 2026 vote | Form 8-K | 2026-06-01 | 0001104659-26-068890 | Item 5.07 · say-on-pay result. As reported: 99.62% (votes for as printed: 157,287,850). Filing ↗ |
| 14 | Section 06, 2025 vote | Form 8-K | 2025-06-03 | 0001104659-25-055961 | Item 5.07 · say-on-pay result. As reported: 99.45% (votes for as printed: 146,712,466). Filing ↗ |
| 15 | Section 06, 2024 vote | Form 8-K | 2024-05-31 | 0001104659-24-067298 | Item 5.07 · say-on-pay result. As reported: 93.54% (votes for as printed: 134,767,553). Filing ↗ |
| 16 | Section 09b board cost (computed) | Computed | — | computed | Cash 735,000 + equity 600,000 + all other 0 = 1,335,000, summed across the director compensation table rows.machine: formula: Σ = 1,335,000 |
| 17 | ProFrac Holding (subject), Section 10b CEO total | DEF 14A | 2026-04-27 | 0001104659-26-049044 | CEO total compensation as printed in ProFrac Holding's own proxy. As printed: 1,382,583. Filing ↗machine: r3 · c35 · span 312739–312748 |