Gerald Haddock
About Gerald Haddock
Gerald W. Haddock (age 77) has served as an independent director of ProFrac Holding Corp. (ACDC) since May 2022. He holds a B.B.A. and J.D. from Baylor University, an LL.M. in Taxation from NYU School of Law, and an M.B.A. from Dallas Baptist University, and brings extensive corporate leadership and M&A experience including prior CEO/COO roles and long-tenured board service at public companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crescent Real Estate Equities Company | President & COO; CEO | 1994–1999 (CEO 1996–1999) | Led operations and strategy at a public REIT |
| Valaris plc (formerly ESCO International plc) | Director | 1986–2020 | Led significant M&A and oversaw strategic development |
| Union Acquisition Corp. I & II | Director | Prior service (dates not specified) | SPAC board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silver Star Properties REIT Inc. | Executive Chairman; CEO | Exec Chair since 2023; CEO since 2024 | Executive leadership of a public REIT |
| Meritage Homes Corporation | Director; Chair, Nominating & Corporate Governance | Director since Jan 2005; Chair since Jan 2006 | Former Audit Committee member (2009–2018) |
| CEELI Institute; Baylor College of Medicine; Baylor University; M.D. Anderson Proton Therapy Foundation | Board/Committee service | Prior service | Investment committee roles at Baylor; non-profit governance |
Board Governance
- Independence: Board determined Haddock meets Nasdaq independence and Rule 10A-3 requirements; he serves on both the Audit and Compensation Committees .
- Committee roles: Member, Audit Committee and Compensation Committee; Audit Committee chaired by Theresa Glebocki; Compensation Committee chaired by Stacy Nieuwoudt .
- Financial expertise: All Audit Committee members, including Haddock, are designated “Audit Committee financial experts” and meet financial literacy/sophistication standards .
- Attendance: In 2024, Board met 18 times; Audit Committee 19; Compensation Committee 10. Each director attended at least 75% of Board and committee meetings; all six directors attended the 2024 annual meeting .
- Governance context (Controlled Company): ProFrac is a controlled company (Wilks Parties ~88.5% voting power as of Apr 1, 2025). Board does not have a majority of independent directors and director nominees are not selected by independent directors; however, Audit and Compensation Committees are fully independent, with a written charter, per Nasdaq and SOX rules .
- Related-party oversight: Audit Committee (which includes Haddock) pre-approves audit/non-audit services and reviews related-party transactions under the Company’s Related Party Transactions Policy .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Applies to all non-employee directors |
| Meeting fees | $1,500 per Board/committee meeting | Applies to all non-employee directors |
| Committee chair fees | Audit Chair: +$20,000; Comp Chair: +$15,000 | Haddock is not a chair |
| Gerald Haddock – Fees earned in cash (FY2024) | $170,000 | Reflects retainer + meeting fees (no chair fees) |
Performance Compensation
| Equity Component | Grant Value | Vesting | Instrument |
|---|---|---|---|
| Annual equity-based award (non-employee directors) | ~$150,000 grant-date fair value | Vests after 1-year service period | RSUs under 2022 LTIP |
| Gerald Haddock – Stock awards (FY2024) | $150,000 | RSUs, service-vest after 1 year |
No performance metrics are tied to director compensation; awards are service-based RSUs (not PSUs). Anti-hedging policy applies to directors .
Other Directorships & Interlocks
| Company | Sector/Relationship to ACDC | Potential Interlocks/Conflicts |
|---|---|---|
| Silver Star Properties REIT Inc. | Real estate | No disclosed transactional ties to ProFrac |
| Meritage Homes Corporation | Homebuilding | No disclosed ties to ProFrac; governance committee chair |
| Valaris plc (former) | Offshore drilling | Historic role; no current disclosed ties |
| Union Acquisition Corp. I & II (former) | SPACs | No current ties |
Expertise & Qualifications
- Financial, legal, and tax expertise with advanced degrees (JD, LL.M Tax) and extensive board governance experience .
- Long-tenured public company director with prior audit committee service; designated audit financial expert at ProFrac .
- Significant M&A and strategic oversight background from Valaris and Crescent Real Estate .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date/Source |
|---|---|---|---|
| Gerald W. Haddock | 68,072 | Less than 1% (“*”) | April 1, 2025 (Security Ownership Table) |
- Insider trading/ownership alignment:
- Anti-hedging and pledging policy adopted; hedging transactions are prohibited for directors .
- Form 4 filing (award): On May 29, 2025, Haddock reported an RSU award of 18,916 shares; post-transaction holdings disclosed at 68,988 shares (director) .
Governance Assessment
- Board effectiveness: Haddock strengthens committee rigor through dual service on Audit and Compensation, satisfying independence and financial expert criteria; attendance thresholds met, supporting engagement .
- Alignment & incentives: Director pay mix balances cash (retainer + meeting fees) and service-based RSUs, with anti-hedging policy reinforcing alignment. 2024 totals for Haddock: $170,000 cash and $150,000 stock awards, total $320,000 .
- Conflicts & controlled-company risk: ProFrac’s controlled-company status (Wilks Parties) reduces certain Nasdaq governance protections (no majority-independent board, nominees not selected by independents). However, Audit/Compensation Committees remain fully independent and oversee financial reporting, compensation, and related-party transactions, mitigating some risk .
- Signals for investor confidence: Active committee participation, audit financial expertise, and clear anti-hedging policy are positives. Controlled-company structure and extensive related-party transactions (with Wilks-affiliated entities) elevate governance risk, but committee oversight and disclosure practices are in place .
Director Compensation (FY2024)
| Metric | Gerald W. Haddock | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $170,000 | Retainer + meeting fees |
| Stock Awards ($) | $150,000 | Annual RSU grant; 1-year vest |
| Total ($) | $320,000 |
Insider Trades (Recent)
| Date (Transaction) | Type | Shares | Post-Transaction Holdings | Source |
|---|---|---|---|---|
| May 29, 2025 (reported Jun 2, 2025) | A – Award (RSUs) | 18,916 | 68,988 |
RED FLAGS and Risk Indicators
- Controlled company exemptions (no majority-independent board; director nominations not by independents) reduce typical Nasdaq governance safeguards .
- Significant related-party transactions with Wilks-affiliated entities (e.g., sale/leasebacks, services) require continued robust Audit Committee oversight to protect minority shareholders .
- Anti-hedging policy exists; hedging prohibited. Pledging policy is adopted per policy heading, but specific pledging restrictions are not detailed in the proxy excerpts cited; continued monitoring advisable .
Overall, Haddock’s qualifications, independence, and committee roles support board effectiveness, while the controlled-company context and related-party exposure remain the primary governance risks requiring vigilant committee oversight .