CEO Joseph Edwards was paid $3,809,539 in fiscal year 2025, the 9th percentile of its disclosed peer group (SEC filing 0001193125-26-129159 ↗): 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.
$3,809,539 Joseph Edwards total, FY2025 | 9th CEO pay percentile vs peers | — CEO-to-median pay ratio | — Say-on-pay support, latest vote |
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FLOC's next annual pay disclosure, estimated March 27, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Joseph Edwards | $700,000 | $0 | $2,950,000 | $0 | $131,736 | $0 | $27,803 | $3,809,539 |
| President and Chief Executive Officer | ||||||||
| John Gatlin | 307,692 | 0 | 1,375,000 | 0 | 79,982 | 0 | 453,459 | 2,216,133 |
| Executive Vice President and Chief Operating Officer | ||||||||
| Brooks Mims Talton III | 450,000 | 0 | 900,000 | 0 | 66,504 | 0 | 52,002 | 1,468,506 |
| Executive Vice President, Natural Gas Technologies | ||||||||
| Chad Roberts | 450,000 | 0 | 900,000 | 0 | 15,879 | 0 | 76,636 | 1,442,515 |
| Executive Vice President, Production Solutions | ||||||||
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 |
|---|---|---|---|---|
| Joseph Edwards | $3,809,539 | — | — | — |
| John Gatlin | 2,216,133 | — | — | — |
| Brooks Mims Talton III | 1,468,506 | — | — | — |
| Chad Roberts | 1,442,515 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Alexander Chmelev | Director | $494,792 |
| Ben A. Guill | Director | $494,792 |
| Cynthia L. Walker | Independent Director | $494,792 |
| Jonathan B. Fairbanks | Chair of the Board | $494,792 |
| Paul W. Hobby | Independent Director | $494,792 |
| William H. White | Independent Director | $494,792 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| John Gatlin | RSU | 2025-01-17 | — | — | 57,292 | — | $1,704,437 |
| Brooks Mims Talton III | RSU | 2025-01-17 | — | — | 54,167 | — | 1,611,468 |
| Joseph Edwards | RSU | 2025-01-17 | — | — | 184,792 | — | 5,497,562 |
| Chad Roberts | RSU | 2025-01-17 | — | — | 37,500 | — | 1,115,625 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| John Gatlin | $1,704,437 | $0 | $0 | 0.0% |
| Brooks Mims Talton III | 1,611,468 | 0 | 0 | 0.0% |
| Joseph Edwards | 5,497,562 | 0 | 0 | 0.0% |
| Chad Roberts | 1,115,625 | 0 | 0 | 0.0% |
% 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 |
|---|---|---|---|---|
| John Gatlin | RSU | 57,292 | — | $984,849 |
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | true |
| Anti-hedging | — |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-07 | — | — | — | — | — |
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 | 2026-05-07 | —a |
a. Voting standard not stated in the filing.
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.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Alexander ChmelevNot independent · Nominating and Governance Committee | $119,792 | $375,000 | — | — | — | $494,792 |
| Paul W. HobbyIndependent · Audit Committee · Compensation Committee | 119,792 | 375,000 | — | — | — | 494,792 |
| Ben A. GuillNot independent · Compensation Committee · Nominating and Governance Committee (Chair) | 119,792 | 375,000 | — | — | — | 494,792 |
| Cynthia L. WalkerIndependent · Audit Committee (Chair) | 119,792 | 375,000 | — | — | — | 494,792 |
| William H. WhiteIndependent · Audit Committee · Nominating and Governance Committee | 119,792 | 375,000 | — | — | — | 494,792 |
| Jonathan B. FairbanksNot independent · Board Chair · Compensation Committee (Chair) | 119,792 | 375,000 | — | — | — | 494,792 |
| Joseph R. EdwardsEmployee director | — | — | — | — | — | 0 |
| Annual cash retainer | $125,000 |
|---|---|
| Annual equity retainer | $375,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $718,752 |
| Equity awards (grant-date value) | $2,250,000 |
| All other compensation | $0 |
| Total cost of the board | $2,968,752 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Flowco Holdings names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Flowco Holdings.
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 | Expro Group Holdings N.V. | 2025 | Joseph Margolis | $940,000 | $11,138,715 | $0 | $1,616,213 | $14,186,887 |
| 2 | Archrock, Inc. | 2025 | D. Bradley Childers | 944,231 | 6,037,304 | — | 1,985,363 | 9,037,610 |
| 3 | Select Water Solutions, Inc. | 2021 | Rob Roy | 1,046,000 | 5,739,984 | 0 | 1,496,970 | 8,758,715 |
| 4 | Oceaneering International, Inc. | 2025 | Roderick Larson | 910,000 | 2,027,796 | 0 | 4,282,425 | 7,735,670 |
| 5 | DNOW Inc. | 2025 | David Cherechinsky | 999,173 | 4,555,071 | 0 | 1,550,548 | 7,118,605 |
| 6 | Kodiak Gas Services, Inc. | 2025 | Robert McKee | 750,000 | 4,489,726 | 0 | 1,070,424 | 6,568,143 |
| 7 | ProPetro Holding Corp. | 2025 | Samuel Sledge | 975,000 | 4,391,410 | 0 | 1,137,500 | 6,539,712 |
| 8 | Forum Energy Technologies, Inc. | 2025 | Neal Lux | 717,769 | 4,232,105 | 0 | 1,196,463 | 6,163,337 |
| 9 | Liberty Energy Inc. | 2025 | Andrew McLean | 1,100,000 | 2,841,491 | 0 | 1,416,250 | 5,914,780 |
| 10 | Oil States International, Inc. | 2025 | Cindy Taylor | 925,000 | 2,400,003 | 0 | 1,654,244 | 5,079,386 |
| 11 | Helix Energy Solutions Group, Inc. | 2025 | Owen Kratz | 800,000 | 3,838,519 | 0 | 420,000 | 5,067,269 |
| 12 | Flowco Holdings | 2025 | Joseph Edwards | 700,000 | 2,950,000 | 0 | 131,736 | 3,809,539 |
| 13 | Cactus, Inc. | 2024 | Jeff Korn | 325,000 | 322,000 | 0 | 95,000 | 761,000 |
| — | TETRA Technologies, Inc. | — | — | — | — | — | — | not in coverage universe |
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.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Flowco Holdings | not disclosed | not disclosed | not disclosed | not disclosed |
| Archrock, Inc. | not disclosed | RSU 50 · PRSU 50 | not disclosed | Pearl Meyer |
| Cactus, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| DNOW Inc. | not disclosed | RSU 50 · PSU 50 | not disclosed | Zayla Partners |
| Expro Group Holdings N.V. | 98.25% | PSU 75 · RSU 25 | Yes — Relative TSR | Meridian |
| Forum Energy Technologies, Inc. | not disclosed | PSU 50 · RSU 50 | not disclosed | Meridian Compensation Partners, LLC |
| Helix Energy Solutions Group, Inc. | 35% | PSU 50 · RSU 50 | Yes — TSR relative to performance peer group | WTW (Willis Towers Watson) |
| Kodiak Gas Services, Inc. | not disclosed | PSU 44 · RSU 29 | not disclosed | not disclosed |
| Liberty Energy Inc. | not disclosed | PSU 60 · RSU 40 | No | not disclosed |
| Oceaneering International, Inc. | 124% | not disclosed | Yes — Relative TSR | Meridian Compensation Partners, LLC |
| Oil States International, Inc. | not disclosed | RSU 50 · PRSU 25 · Cash Performance Award 25 | not disclosed | Meridian Compensation Partners |
| ProPetro Holding Corp. | not disclosed | RSU 50 · PSU 50 | not disclosed | Pearl Meyer |
| Select Water Solutions, Inc. | 114.5% | RSU 50 · PSU 50 | Yes — Three-year relative TSR | Frederic W. Cook & Co., Inc. |
| TETRA Technologies, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
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, Joseph Edwards | DEF 14A | 2026-03-27 | 0001193125-26-129159 | Section “Executive Compensation”. As printed: 3,809,539. Filing ↗machine: r2 · c25 · span 192197–192206 |
| 2 | Section 01, John Gatlin | DEF 14A | 2026-03-27 | 0001193125-26-129159 | Section “Executive Compensation”. As printed: 2,216,133. Filing ↗machine: r5 · c25 · span 219304–219313 |
| 3 | Section 01, Brooks Mims Talton III | DEF 14A | 2026-03-27 | 0001193125-26-129159 | Section “Executive Compensation”. As printed: 1,468,506. Filing ↗machine: r11 · c25 · span 273541–273550 |
| 4 | Section 01, Chad Roberts | DEF 14A | 2026-03-27 | 0001193125-26-129159 | Section “Executive Compensation”. As printed: 1,442,515. Filing ↗machine: r8 · c25 · span 246420–246429 |
| 5 | Section 03, John Gatlin RSU | DEF 14A | 2026-03-27 | 0001193125-26-129159 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 606184–606193 |
| 6 | Section 03, Brooks Mims Talton III RSU | DEF 14A | 2026-03-27 | 0001193125-26-129159 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 648400–648409 |
| 7 | Section 03, Joseph Edwards RSU | DEF 14A | 2026-03-27 | 0001193125-26-129159 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 585098–585107 |
| 8 | Section 03, Chad Roberts RSU | DEF 14A | 2026-03-27 | 0001193125-26-129159 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 627289–627298 |
| 9 | Section 08, Alexander Chmelev | DEF 14A | 2026-03-27 | 0001193125-26-129159 | Section “Director Compensation”. As printed: 494,792. Filing ↗machine: span 892018–892227 |
| 10 | Section 08, Paul W. Hobby | DEF 14A | 2026-03-27 | 0001193125-26-129159 | Section “Director Compensation”. As printed: 494,792. Filing ↗machine: span 905906–906115 |
| 11 | Section 08, Ben A. Guill | DEF 14A | 2026-03-27 | 0001193125-26-129159 | Section “Director Compensation”. As printed: 494,792. Filing ↗machine: span 901279–901488 |
| 12 | Section 08, Cynthia L. Walker | DEF 14A | 2026-03-27 | 0001193125-26-129159 | Section “Director Compensation”. As printed: 494,792. Filing ↗machine: span 910537–910746 |
| 13 | Section 08, William H. White | DEF 14A | 2026-03-27 | 0001193125-26-129159 | Section “Director Compensation”. As printed: 494,792. Filing ↗machine: span 915167–915376 |
| 14 | Section 08, Jonathan B. Fairbanks | DEF 14A | 2026-03-27 | 0001193125-26-129159 | Section “Director Compensation”. As printed: 494,792. Filing ↗machine: span 896653–896862 |
| 15 | Section 08, Joseph R. Edwards | DEF 14A | 2026-03-27 | 0001193125-26-129159 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 16 | Section 06, 2026 vote | Form 8-K | 2026-05-08 | 0001193125-26-214849 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 17 | Section 03b vehicle mix (computed) | Computed | — | — | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 18 | Section 09b board cost (computed) | Computed | — | — | Cash 718,752 + equity 2,250,000 + all other 0 = 2,968,752, summed across the director compensation table rows.machine: formula: Σ = 2,968,752 |
| 19 | Expro Group Holdings N.V., Section 10b CEO total | DEF 14A | 2026-04-01 | 0001289490-26-000027 | CEO total compensation as printed in Expro Group Holdings N.V.'s own proxy. As printed: 14,186,887. Filing ↗machine: r2 · c21 · span 521873–521883 |
| 20 | Archrock, Inc., Section 10b CEO total | DEF 14A | 2026-03-17 | 0001104659-26-029581 | CEO total compensation as printed in Archrock, Inc.'s own proxy. As printed: 9,037,610. Filing ↗ |
| 21 | Select Water Solutions, Inc., Section 10b CEO total | DEF 14A | 2022-04-28 | 0001193125-22-125136 | CEO total compensation as printed in Select Water Solutions, Inc.'s own proxy. As printed: 8,758,715. Filing ↗machine: t137 · span 427436–427445 |
| 22 | Oceaneering International, Inc., Section 10b CEO total | DEF 14A | 2026-04-02 | 0000073756-26-000073 | CEO total compensation as printed in Oceaneering International, Inc.'s own proxy. As printed: 7,735,670. Filing ↗machine: r2 · c14 · span 1452178–1452187 |
| 23 | DNOW Inc., Section 10b CEO total | DEF 14A | 2026-04-09 | 0001193125-26-148976 | CEO total compensation as printed in DNOW Inc.'s own proxy. As printed: 7,118,605. Filing ↗ |
| 24 | Kodiak Gas Services, Inc., Section 10b CEO total | DEF 14A | 2026-03-27 | 0001767042-26-000028 | CEO total compensation as printed in Kodiak Gas Services, Inc.'s own proxy. As printed: 6,568,143. Filing ↗machine: r2 · c42 · span 473886–473895 |
| 25 | ProPetro Holding Corp., Section 10b CEO total | DEF 14A | 2026-04-08 | 0001104659-26-040891 | CEO total compensation as printed in ProPetro Holding Corp.'s own proxy. As printed: 6,539,712. Filing ↗machine: r1 · c48 · span 1147235–1147244 |
| 26 | Forum Energy Technologies, Inc., Section 10b CEO total | DEF 14A | 2026-03-27 | 0001401257-26-000021 | CEO total compensation as printed in Forum Energy Technologies, Inc.'s own proxy. As printed: 6,163,337. Filing ↗machine: r2 · c21 · span 343952–343961 |
| 27 | Liberty Energy Inc., Section 10b CEO total | DEF 14A | 2026-03-27 | 0001104659-26-036100 | CEO total compensation as printed in Liberty Energy Inc.'s own proxy. As printed: 5,914,780. Filing ↗ |
| 28 | Oil States International, Inc., Section 10b CEO total | DEF 14A | 2026-03-27 | 0001121484-26-000017 | CEO total compensation as printed in Oil States International, Inc.'s own proxy. As printed: 5,079,386. Filing ↗machine: r2 · c21 · span 888287–888296 |
| 29 | Helix Energy Solutions Group, Inc., Section 10b CEO total | DEF 14A | 2026-04-01 | 0001140361-26-012501 | CEO total compensation as printed in Helix Energy Solutions Group, Inc.'s own proxy. As printed: 5,067,269. Filing ↗machine: r2 · c22 · span 1194229–1194239 |
| 30 | Flowco Holdings (subject), Section 10b CEO total | DEF 14A | 2026-03-27 | 0001193125-26-129159 | CEO total compensation as printed in Flowco Holdings's own proxy. As printed: 3,809,539. Filing ↗machine: r2 · c25 · span 192197–192206 |
| 31 | Cactus, Inc., Section 10b CEO total | DEF 14A | 2025-10-20 | 0001654954-25-011941 | CEO total compensation as printed in Cactus, Inc.'s own proxy. As printed: 761,000. Filing ↗machine: span 269041–269044 |
| 32 | Section 10a, Expro Group Holdings N.V. reciprocity | DEF 14A | — | 0001289490-26-000027 | Expro Group Holdings N.V.'s most recent proxy was read; its disclosed peer group does not include Flowco Holdings. Filing ↗ |
| 33 | Section 10a, ProPetro Holding Corp. reciprocity | DEF 14A | — | 0001104659-26-040891 | ProPetro Holding Corp.'s most recent proxy was read; its disclosed peer group does not include Flowco Holdings. Filing ↗ |
| 34 | Section 10a, Archrock, Inc. reciprocity | DEF 14A | — | 0001104659-26-029581 | Archrock, Inc.'s most recent proxy was read; its disclosed peer group does not include Flowco Holdings. Filing ↗ |
| 35 | Section 10a, DNOW Inc. reciprocity | DEF 14A | — | 0001193125-26-148976 | DNOW Inc.'s most recent proxy was read; its disclosed peer group does not include Flowco Holdings. Filing ↗ |
| 36 | Section 10a, Liberty Energy Inc. reciprocity | DEF 14A | — | 0001104659-26-036100 | Liberty Energy Inc.'s most recent proxy was read; its disclosed peer group does not include Flowco Holdings. Filing ↗ |
| 37 | Section 10a, Oceaneering International, Inc. reciprocity | DEF 14A | — | 0000073756-26-000073 | Oceaneering International, Inc.'s most recent proxy was read; its disclosed peer group does not include Flowco Holdings. Filing ↗ |
| 38 | Section 10a, Forum Energy Technologies, Inc. reciprocity | DEF 14A | — | 0001401257-26-000021 | Forum Energy Technologies, Inc.'s most recent proxy was read; its disclosed peer group does not include Flowco Holdings. Filing ↗ |
| 39 | Section 10a, Oil States International, Inc. reciprocity | DEF 14A | — | 0001121484-26-000017 | Oil States International, Inc.'s most recent proxy was read; its disclosed peer group does not include Flowco Holdings. Filing ↗ |
| 40 | Section 10a, Helix Energy Solutions Group, Inc. reciprocity | DEF 14A | — | 0001140361-26-012501 | Helix Energy Solutions Group, Inc.'s most recent proxy was read; its disclosed peer group does not include Flowco Holdings. Filing ↗ |
| 41 | Section 10a, Kodiak Gas Services, Inc. reciprocity | DEF 14A | — | 0001767042-26-000028 | Kodiak Gas Services, Inc.'s most recent proxy was read; its disclosed peer group does not include Flowco Holdings. Filing ↗ |
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