Johnathan L. Wilks
About Johnathan L. Wilks
Johnathan L. (“Ladd”) Wilks, age 40, is Chief Executive Officer of ProFrac Holding Corp. (ACDC) and has served in this role since May 2022. He co-founded ProFrac Services, LLC and has served as its CEO since May 2016; prior roles include Vice President of Logistics at FTS International, Inc. (2008–2011) and Vice President at Breckenridge Geophysical, Inc. (2012–2020). He is an executive officer at Wilks Brothers, LLC and currently sits on the boards of Cisco Safe, the Cisco Recreation Foundation, and the 13 Foundation . The company reported net income (loss) of $(207.8) million in 2024, $(59.2) million in 2023, and $165.1 million in 2022, a context used in the proxy’s pay-versus-performance disclosure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ProFrac Services, LLC | Chief Executive Officer | May 2016–present | Co-founded; operational leadership of pressure pumping/services platform |
| FTS International, Inc. | Vice President, Logistics | Mar 2008–Jul 2011 | Led logistics functions in oilfield services operations |
| Breckenridge Geophysical, Inc. | Vice President | Oct 2012–Jul 2020 | Senior role in geophysical operations |
| Wilks Brothers, LLC | Executive Officer | Current | Executive officer at family investment/management company |
External Roles
| Organization | Role | Years |
|---|---|---|
| Cisco Safe | Director | Current |
| Cisco Recreation Foundation | Director | Current |
| 13 Foundation | Director | Current |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 475,000 | 475,000; voluntarily reduced by 10% starting Sep 25, 2024 (foregone salary not replaced) |
| Target Annual Incentive ($) | Not disclosed | 475,000 (equal to 100% of salary, proxy target amount) |
| Actual Annual Incentive Paid ($) | — | 0; he earned $98,755 but elected to forego payment |
| Perquisites (personal use of company vehicle) ($) | 51,949 (methodology updated) | 46,761 |
Performance Compensation
| Plan/Instrument | Metric | Weighting | 2024 Target | 2024 Actual | 2024 Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive | Adjusted EBITDA | 40% | Not disclosed | Not disclosed | Earned $98,755, but he declined; paid $0 | Annual (2024) |
| Annual Cash Incentive | Safety | 10% | Not disclosed | Between threshold and target overall (committee assessment) | See above | Annual |
| Annual Cash Incentive | Other Corporate Achievements | 25% | Not disclosed | Between threshold and target overall | See above | Annual |
| Annual Cash Incentive | Individual Contributions | 25% | Not disclosed | Between threshold and target overall | See above | Annual |
| PSUs (2023 grant, 2024 performance period) | Adjusted EBITDA | 1/3 of PSUs | Not disclosed | Threshold not achieved (forfeited this tranche) | 0 | Annual performance-year settlement |
| PSUs (2023 grant, 2024 performance period) | Adjusted Free Cash Flow | 1/3 of PSUs | Not disclosed | Between threshold and target | 590 PSUs paid, then voluntarily relinquished | Annual performance-year settlement |
| PSUs (2023 grant, 2024 performance period) | Other Corporate Achievements | 1/3 of PSUs | Not disclosed | Not disclosed | Not disclosed in proxy | Annual performance-year settlement |
| PSUs (2024 grant) | Adjusted EBITDA / Adjusted FCF / Other Corporate Achievements | 60% of LTIP; 1/3 each metric | Not disclosed | Not disclosed (grant established for 2024–2026 cycles) | Not disclosed | Annual across three-year performance cycles |
| RSUs (2024 grant) | Time-based | 40% of LTIP | N/A | N/A | N/A | 1/3 per year over three years |
| Equity Award Details (2024 LTIP) | Grant Date | Shares | Notes |
|---|---|---|---|
| RSUs (time-based) | Mar 28, 2024 | 78,947 | Vest in equal thirds on each anniversary of grant |
| PSUs (performance-based) | Mar 28, 2024 | 118,421 | Vest annually based on Adjusted EBITDA, Adjusted FCF, Other metrics; 1/3 per year |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (direct/indirect) | 1,454,388 shares; less than 1% of outstanding |
| Shares outstanding basis | 160,178,432 shares as of Apr 1, 2025 |
| Ownership as % of shares outstanding | ~0.91% (1,454,388 / 160,178,432) |
| Unvested RSUs (Dec 31, 2024) | 20,286 (2023 RSUs) and 78,947 (2024 RSUs) |
| Unvested PSUs (Dec 31, 2024, at target) | 30,428 (2023 PSUs) and 118,421 (2024 PSUs) |
| Market value of unvested RSUs at 12/31/24 | $157,419 (2023 RSUs) and $612,629 (2024 RSUs), based on $7.76 close |
| Market value of unvested PSUs at 12/31/24 | $236,121 (2023 PSUs) and $918,947 (2024 PSUs), based on $7.76 close |
| Hedging/Pledging | Company prohibits hedging/monetization transactions by covered persons; pledging not explicitly addressed in proxy |
| Ownership guidelines | Not disclosed |
Employment Terms
- Employment agreements: The Company has not entered into employment agreements with Johnathan L. Wilks; severance under NEO employment agreements does not apply to him .
- LTIP termination/vesting: RSUs accelerate upon death, disability, termination without Cause, or resignation for Good Reason, subject to a release; PSUs for the immediately preceding performance period may vest under similar conditions if employed on the last day of the period (release required) .
- Clawback: Company maintains a clawback policy compliant with SEC/Nasdaq to recover incentive compensation upon certain accounting restatements (last three completed fiscal years) .
- Insider trading/anti-hedging policy: Covered persons may not engage in hedging or monetization transactions; the Company’s policy was filed as Exhibit 19 to the 2024 Form 10-K .
Compensation Structure Analysis
- Mix shift and at-risk pay: 2024 compensation comprised base salary plus equity-heavy LTIP awards (RSUs at 40% and PSUs at 60% of LTIP), reinforcing pay-for-performance; no stock options were granted to NEOs in periods presented .
- Discretionary actions: He voluntarily relinquished 2023 PSU payouts attributable to 2024 FCF and elected not to receive the 2024 annual incentive payout, signaling restraint on cash incentives .
- Performance metrics: Annual incentive uses formulaic metrics (Adjusted EBITDA, Safety, Other achievements, Individual), and PSUs use Adjusted EBITDA, Adjusted FCF, and other corporate achievements, with 0–200% payout range .
- Repricing/modification: No option repricings reported; equity awards are RSUs/PSUs with standard vesting .
Related Party Transactions and Governance Context
- Controlled company: Wilks-affiliated parties beneficially own ~88.5% of voting power; ACDC utilizes certain Nasdaq controlled company exemptions (e.g., majority independent board not required), though it maintains an all-independent compensation committee .
- Family relationships: Johnathan L. Wilks and Matthew D. Wilks are first cousins and sons of founders/principal stockholders Farris and Dan Wilks .
- Related-party dealings: Extensive related-party transactions with entities controlled by Wilks Parties (e.g., flying services, leasing, construction, finance), reviewed per policy by the Audit Committee .
Multi-Year Compensation Summary
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 475,000 | 475,000; 10% voluntary reduction starting Sep 25, 2024 |
| Stock Awards ($) | 384,318 | 709,472 (RSUs/PSUs; fair value as described) |
| Non-Equity Incentive ($) | — | 98,755 earned, but he declined; paid $0 |
| All Other Comp ($) | 66,872 | 78,567 |
| Total Compensation ($) | 926,190 | 1,361,794 |
Investment Implications
- Pay-for-performance alignment: Heavy reliance on PSUs tied to cash flow and EBITDA, plus voluntary forgoing of cash bonuses and PSU payouts, indicate alignment with shareholder outcomes; however, PSUs are assessed annually and can pay even when GAAP net income is negative, reflecting non-GAAP metric use .
- Retention risk: Significant outstanding unvested RSUs/PSUs create retention hooks; absence of a personal employment agreement means no bespoke severance for Johnathan, but LTIP provides accelerated vesting under certain terminations, partially mitigating retention risk .
- Governance and control: Controlled company status and family relationships reduce certain governance safeguards; extensive related-party transactions heighten conflict-of-interest monitoring needs, placing emphasis on independent committee oversight .
- Ownership alignment: ~0.91% personal stake and anti-hedging policy support alignment; pledging not explicitly addressed in the proxy, a potential diligence item for investors .