Austin Harbour
About Austin Harbour
Austin Harbour, 44, has served as Chief Financial Officer (Principal Financial Officer) of ProFrac Holding Corp. (ACDC) since June 17, 2024. He previously worked in energy investment banking at Piper Sandler (2021–2024; 2012–2015), at Lazard (2015–2020), and at Bank of America Merrill Lynch (2011–2012), and was CFO of Superior Energy Services’ North American business (2020–2021). He holds an MBA from Texas A&M University and a bachelor’s degree from Texas Christian University . ProFrac’s pay program for senior executives emphasizes pay-for-performance with metrics centered on Adjusted EBITDA and Adjusted Free Cash Flow in PSUs and a formulaic annual incentive that includes EBITDA, safety, other corporate achievements, and individual contributions .
Company performance context (proxy Pay vs Performance disclosure):
- The company reported net income (loss) of $165.1M (2022), $(59.2)M (2023), and $(207.8)M (2024) .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income (Loss) ($M) | 165.1 | (59.2) | (207.8) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Piper Sandler & Co. | Managing Director, Energy & Power Investment Banking | 2021–2024 | Advised on large E&S M&A and restructuring transactions; sector specialist |
| Superior Energy Services | CFO, North American business | 2020–2021 | Business-unit CFO experience in oilfield services |
| Lazard Frères | Investment Banking | 2015–2020 | Advisory roles in energy sector |
| Piper Sandler & Co. | Investment Banking | 2012–2015 | Earlier banking tenure in energy |
| Bank of America Merrill Lynch | Investment Banking | 2011–2012 | Banking experience |
| D.R. Horton | Land acquisition/development (pre-MBA) | Not disclosed | Real estate development experience |
Fixed Compensation
| Element | Terms |
|---|---|
| Base salary | $450,000 per annum (subject to annual review by Compensation Committee) |
| Sign‑on bonus | $250,000 cash, paid after 90 days of employment |
Performance Compensation
- Annual cash incentive (AIP) design for senior executives:
- CFO target: 100% of base salary (0–200% payout range based on performance) .
- 2024 AIP metrics and weights (company program): Adjusted EBITDA 40%; Safety 10%; Other Corporate Achievements 25%; Individual Contributions 25% .
| Annual Incentive Metric (2024 program) | Weight |
|---|---|
| Adjusted EBITDA | 40% |
| Safety | 10% |
| Other Corporate Achievements | 25% |
| Individual Contributions | 25% |
- Long‑term incentives (LTIP) structure (NEO program; CFO eligible):
- PSUs (60% weight): Three annual performance cycles over a three‑year period; metrics equally weighted: Adjusted EBITDA (1/3), Adjusted Free Cash Flow (1/3), Other Corporate Achievements (1/3); 0–200% payout; settled in stock or cash annually .
- RSUs (40% weight): Time‑based; vest in equal 1/3 tranches on each anniversary over three years .
| LTIP Component | Weight | Performance Metrics | Vesting/Settlement |
|---|---|---|---|
| PSUs | 60% | Adj. EBITDA (1/3), Adj. FCF (1/3), Other Corporate Achievements (1/3) | Annual settlement each year of 3‑year period; 0–200% of target |
| RSUs | 40% | Time‑based | 1/3 per year over 3 years |
Notes:
- CFO’s actual 2024 AIP/PSU outcomes were not disclosed; he was appointed mid‑year (June 17, 2024) . Company RSUs are subject to acceleration upon termination without Cause or for Good Reason per award terms; PSUs for the immediately preceding performance period may accelerate in similar circumstances, subject to release .
Equity Ownership & Alignment
- Beneficial ownership:
- Initial Form 3 (June 25, 2024): “No securities are beneficially owned.”
- Proxy (as of April 1, 2025): 77,821 shares beneficially owned; less than 1% of outstanding (160,178,432 shares outstanding) .
| Ownership Date | Shares Beneficially Owned | % of Outstanding | Source |
|---|---|---|---|
| 2024-06-25 | 0 (“No securities are beneficially owned.”) | — | Form 3 |
| 2025-04-01 | 77,821 | <1% | DEF 14A beneficial ownership table |
- Options: “There were no outstanding options, warrants or rights subject to exercise” under the LTIP as of 12/31/2024 .
- Anti‑hedging/pledging and insider trading: Company maintains an Insider Trading, Anti‑Hedging and Pledging Policy; covered persons (including officers) may not engage in hedging or monetization transactions in Company securities .
- Clawback: Company adopted a clawback policy compliant with Nasdaq/SEC rules to recoup incentive compensation following a required accounting restatement (lookback generally last three completed fiscal years) .
Employment Terms
| Term | Details |
|---|---|
| Appointment | CFO effective June 17, 2024 |
| Contract term | One‑year initial term with automatic one‑year renewals unless 90‑day notice of non‑renewal |
| Annual bonus target | 100% of base salary; 0–200% payout; goals set within first 90 days each year |
| Long‑term incentive eligibility | Eligible for LTIP; potential combination of RSUs or equivalents as long‑term bonus (no guaranteed minimum) |
| Severance | If terminated without Cause or resigns for Good Reason: 1× base salary plus prorated prior year’s annual bonus; paid over 12 months, subject to release |
| At‑will; arbitration | Employment “at‑will,” with arbitration for disputes; Delaware law, venue/jurisdiction Fort Worth, TX for permitted court actions |
| Cause/Good Reason definitions | Detailed in the agreement (e.g., material reduction in duties/salary; relocation >25 miles; material breach) |
| Related‑party transactions | None relating to Harbour requiring Item 404(a) disclosure at appointment |
Investment Implications
- Alignment: Harbour’s incentive mix is highly performance‑linked (AIP target 100% of salary; LTIP 60% PSUs/40% RSUs) with metrics centered on profitability and cash generation; presence of a Dodd‑Frank compliant clawback and anti‑hedging policy strengthens alignment and reduces risk of misaligned incentives .
- Retention and risk: The contract is a one‑year renewable term with moderate severance (1× salary plus prorated prior‑year bonus), and a $250K sign‑on; this supports retention but avoids excessive “golden parachute” exposure .
- Ownership signal: Harbour moved from zero beneficial ownership at appointment to 77,821 shares by April 1, 2025 (<1% of outstanding); absolute stake is modest, so alignment depends more on incentive design than outright ownership .
- Vesting cadence and selling pressure: Company RSUs vest in annual thirds and PSUs settle annually; while Harbour’s specific grant sizes weren’t disclosed, typical vesting schedules can create periodic liquidity events, partially mitigated by anti‑hedging policy and lack of stock options in the plan as of year‑end 2024 .
- Execution backdrop: As a new CFO mid‑2024 with deep energy services M&A and prior CFO experience, Harbour’s background is well‑suited to capital markets and portfolio actions during a period when the company posted a 2024 net loss; successful delivery on EBITDA/FCF targets will be key to incentive payouts and value creation .