Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-06-08

Smart Sand (SND)

CEO Charles Young was paid $2,812,901 in fiscal year 2025, ↑ up 23.6% from fiscal year 2024 (SEC filing 0001529628-26-000025 ↗): 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.

$2,812,901 ↑
Charles Young total, FY2025
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
95.82%
Say-on-pay support, latest vote

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SND's next annual pay disclosure, estimated April 21, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Charles Young$577,500$1,155,000$1,011,134$0$0$0$69,267$2,812,901
Chief Executive Officer
Lee Beckelman412,000515,001575,32200014,0001,516,323
Chief Financial Officer
William Young396,000495,000575,322———17,9241,484,246
Chief Operating 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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Charles Young$2,812,901$2,276,267—↑ +536,634
Lee Beckelman1,516,3231,242,456—↑ +273,867
William Young1,484,2461,213,488—↑ +270,758

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against SND

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01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Andrew SpeakerDirector$190,521
Frank PorcelliIndependent Director$157,021
Sharon SpurlinIndependent Director$157,021
Timothy J. PawlentyIndependent Director$157,021
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
William YoungRSA2024-02-01——541,237——
Charles YoungRSA2024-02-01——541,237——
Charles YoungRSA2025-02-01——458,522——
Lee BeckelmanRSA2024-02-01——309,278——
William YoungRSA2025-02-01——458,522——
Lee BeckelmanRSA2025-02-01——260,870——
03b

Vehicle mix — grant-date fair value by award type

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.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
YoungPSU596,335—$2,385,340
YoungRSU502,816—2,011,264
Lee BeckelmanPSU339,620—1,358,480
YoungPSU339,620—1,358,480
Lee BeckelmanRSU287,322—1,149,288
YoungRSU287,322—1,149,288
05

Incentive-plan design — the Compensation Discussion & Analysis

The Company's executive compensation program reflects a pay-for-performance philosophy, generally seeking to incentivize long-term performance. Compensation is provided in the form of base salaries, annual cash incentive awards, long-term incentive compensation, and participation in various employee benefit plans.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantMeridian Compensation Partners, LLC
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-06-0224,346,8791,061,08994,96295.82%Passed
20252025-06-0321,137,0151,241,678283,89994.45%Passed
20242024-06-0419,969,3191,103,695156,76594.76%Passed
20232023-06-0619,748,6221,403,377333,02793.37%Passed
20222022-06-0726,029,761568,3541,189,64497.86%Passed
20212021-06-0816,038,831581,201387,81696.5%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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-06-0295.82%a
20252025-06-0394.45%b
20242024-06-0494.76%c

a. Voting standard not stated in the filing.

b. Voting standard not stated in the filing.

c. 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.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Andrew SpeakerEmployee director$100,000$84,521——$6,000$190,521
Frank PorcelliIndependent72,50084,521——0157,021
Timothy J. PawlentyIndependent72,50084,521——0157,021
Sharon SpurlinIndependent72,50084,521——0157,021
09

Board fee structure and ownership guideline

Annual cash retainer—
Annual equity retainer—
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)—
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$317,500
Equity awards (grant-date value)$338,084
All other compensation$6,000
Total cost of the board$661,584

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Smart Sand2025Charles Young$577,500$1,011,134$0$0$2,812,901

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.

10d

Frequently asked questions

Who was the highest-paid executive at Smart Sand in fiscal 2025?
As disclosed, Charles Young (Chief Executive Officer) was the highest-paid executive at Smart Sand in fiscal 2025, with total compensation of $2,812,901.
How did shareholders vote on Smart Sand's executive compensation?
As disclosed, 95.82% of shareholders supported Smart Sand's executive compensation in the latest say-on-pay vote.
How much does Smart Sand spend in total on board compensation for fiscal 2025?
As disclosed, Smart Sand reported total board compensation of $661,584 for fiscal 2025.

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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Charles YoungDEF 14A2026-04-220001529628-26-000025Section “Executive Compensation”. As printed: 2,812,901. Filing ↗machine: span 262835–262844
2Section 01, Lee BeckelmanDEF 14A2026-04-220001529628-26-000025Section “Executive Compensation”. As printed: 1,516,323. Filing ↗machine: span 254259–254268
3Section 01, William YoungDEF 14A2026-04-220001529628-26-000025Section “Executive Compensation”. As printed: 1,484,246. Filing ↗
4Section 03, William Young RSADEF 14A2026-04-220001529628-26-000025Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 284902–284909
5Section 03, Charles Young RSADEF 14A2026-04-220001529628-26-000025Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 284902–284909
6Section 03, Charles Young RSADEF 14A2026-04-220001529628-26-000025Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 283447–283454
7Section 03, Lee Beckelman RSADEF 14A2026-04-220001529628-26-000025Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 284911–284918
8Section 03, William Young RSADEF 14A2026-04-220001529628-26-000025Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 283447–283454
9Section 03, Lee Beckelman RSADEF 14A2026-04-220001529628-26-000025Section “Executive Compensation” · grants of plan-based awards table. Filing ↗
10Section 08, Andrew SpeakerDEF 14A2026-04-220001529628-26-000025Section “Director Compensation”. As printed: 190,521. Filing ↗machine: span 386269–386401
11Section 08, Frank PorcelliDEF 14A2026-04-220001529628-26-000025Section “Director Compensation”. As printed: 157,021. Filing ↗machine: span 376439–376571
12Section 08, Timothy J. PawlentyDEF 14A2026-04-220001529628-26-000025Section “Director Compensation”. As printed: 157,021. Filing ↗machine: span 379676–379808
13Section 08, Sharon SpurlinDEF 14A2026-04-220001529628-26-000025Section “Director Compensation”. As printed: 157,021. Filing ↗machine: span 382879–383011
14Section 06, 2026 voteForm 8-K2026-06-080001529628-26-000047Item 5.07 · say-on-pay result. As reported: 95.82% (votes for as printed: 24,346,879). Filing ↗
15Section 06, 2025 voteForm 8-K2025-06-050001529628-25-000096Item 5.07 · say-on-pay result. As reported: 94.45% (votes for as printed: 21,137,015). Filing ↗
16Section 06, 2024 voteForm 8-K2024-06-070001529628-24-000123Item 5.07 · say-on-pay result. As reported: 94.76% (votes for as printed: 19,969,319). Filing ↗
17Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
18Section 09b board cost (computed)Computed——Cash 317,500 + equity 338,084 + all other 6,000 = 661,584, summed across the director compensation table rows.machine: formula: Σ = 661,584
19Smart Sand (subject), Section 10b CEO totalDEF 14A2026-04-220001529628-26-000025CEO total compensation as printed in Smart Sand's own proxy. As printed: 2,812,901. Filing ↗machine: span 262835–262844

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