James C. Randle, Jr.
About James C. “Coy” Randle, Jr.
James C. Randle, Jr. (“Coy”) is a director of ProFrac Holding Corp. (ACDC) since January 2023. Age 64 as of the proxy, he brings 41+ years of energy industry operating experience, including prior COO roles; the proxy does not disclose formal education credentials. He previously served as ProFrac’s Chief Operating Officer (Oct 2018–Jan 2023) and joined the board thereafter, positioning him as an operating-focused director with deep field and maintenance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ProFrac Holding Corp. | Chief Operating Officer | Oct 2018–Jan 2023 | Led operations; subsequently appointed to Board Jan 2023 |
| ProFrac Holding Corp. | SVP Operations & Maintenance | May 2018–Oct 2018 | Operations leadership pre-COO |
| Nolan Transportation Group | Technical Consultant | Prior to ProFrac | Provided technical consulting services |
| FTS International, Inc. | President & COO | Mar 2010–Oct 2015 | Led large pressure pumping operator |
| FTS International, Inc. | SVP Operations | Jan 2008–Mar 2010 | Senior operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed in the proxy . |
Board Governance
- Controlled company: Wilks Parties beneficially own ~88.5% of voting power; ACDC utilizes Nasdaq controlled-company exemptions (no majority-independent board; nominees not selected by independent directors; no nominating committee) .
- Independence: Board determined only Theresa Glebocki, Gerald Haddock, and Stacy Nieuwoudt are independent; Randle is not identified as independent .
- Committee assignments: Audit Committee (Glebocki, Haddock, Nieuwoudt; Chair Glebocki) and Compensation Committee (Glebocki, Haddock, Nieuwoudt; Chair Nieuwoudt). Randle is not listed on either committee and holds no chair roles .
- Attendance: In 2024, Board met 18 times; Audit 19; Compensation 10. Each director attended at least 75% of Board and applicable committee meetings; all six directors attended the 2024 annual meeting .
- Director election (2025 annual meeting): Randle received 145,598,103 votes For, 1,930,521 Withheld; 5,178,567 broker non-votes .
Fixed Compensation
| Component | Policy/Amount | Randle 2024 Amount | Notes |
|---|---|---|---|
| Annual cash retainer | $95,000 | $116,000 | Includes per-meeting fees ($1,500 per Board/committee meeting) |
| Audit Chair fee | $20,000 | — | Not applicable (not a chair) |
| Compensation Chair fee | $15,000 | — | Not applicable (not a chair) |
| Meeting fees | $1,500 per meeting | Included in $116,000 | Cash table aggregates retainer + meeting fees |
The company disclosed no option awards, non‑equity incentive pay, or perquisites for directors in 2024 .
Performance Compensation
| Award Type | Grant Value (Fair Value) | Grant Date Basis | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual director grant) | $150,000 | 2024 director equity grant under 2022 LTIP | One-year service vest | None; service-based vesting only |
| Options | — | — | — | Not granted to directors in 2024 |
As of Dec 31, 2024, directors collectively held 101,753 unvested RSUs; individual director breakdown not disclosed .
Other Directorships & Interlocks
| Person | Current Public Boards | Committee Roles | Interlocks/Relationships |
|---|---|---|---|
| James C. Randle, Jr. | None disclosed | — | No family relationships disclosed; board includes Wilks relatives (CEO and Executive Chairman are first cousins) . |
Expertise & Qualifications
- 41+ years energy industry operating leadership, including COO roles at ProFrac and FTS International; deep operations and maintenance background .
- Board emphasizes experience in corporate management and sector expertise when nominating directors; Randle cited for leadership and industry acumen .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| James C. “Coy” Randle, Jr. | 643,731 | <1% | Based on 160,178,432 shares outstanding (Apr 1, 2025) |
| Policy | Insider Trading, Anti‑Hedging & Pledging Policy | — | Company prohibits director/officer hedging or monetization transactions; pledging policy referenced in title |
The proxy does not disclose any pledging by Randle; the company’s policy restricts hedging/monetization to align interests .
Governance Assessment
- Independence and committee roles: Randle is a non‑independent director, not serving on Audit or Compensation. In a controlled company with limited independent oversight and no nominating committee, his prior executive role reduces board independence balance .
- Attendance: Meets minimum engagement threshold (≥75%); board met frequently in 2024; presence at annual meeting supports engagement .
- Alignment and incentives: Director pay is conventional (cash retainer + service‑vest RSUs). No director performance metrics or options; equity is time‑based, which provides alignment but limited pay‑for‑performance linkage for directors .
- Shareholder signals: Strong election support for Randle in 2025; say‑on‑pay passed with 146.7M For vs 0.74M Against, indicating broad investor support for compensation practices (though this pertains to NEOs) .
- Related‑party and conflict considerations:
- RED FLAG: Randle entered a one‑year consulting agreement upon joining the board (Jan 13, 2023) for $0.2M/year, with company‑paid healthcare premiums and use of a company vehicle—creating related‑party exposure concurrent with board service .
- Controlled company nominations are directed by principal stockholders under a stockholders’ agreement; independent director protections are reduced (no nominating committee; non‑majority independent board) .
- Randle participated as a “Redeeming Member” in the April 2023 LLC unit redemption/conversion, highlighting insider involvement in significant capital structure transactions; while permitted, it underscores insider economic interests alongside governance roles .
Overall: Randle’s deep operations background is valuable, but non‑independence, prior consulting with the company, and the controlled company governance framework are notable risk indicators for investors focused on board effectiveness, independence, and conflicts .