Matthew D. Wilks
About Matthew D. Wilks
Executive Chairman and Principal Executive Officer of ProFrac Holding Corp (ACDC). Age 42; on the Board since May 2022; previously President of ProFrac Services (since Oct 2018), CFO of ProFrac Services (May 2017–Aug 2021; interim CFO Jan–Mar 2022). He is Vice President, Investments at Wilks Brothers, LLC (since Jan 2012) and formerly VP Logistics at FTS International (2010–2012) . Under his tenure, ProFrac’s revenue increased to $2.63B in 2023 (from $2.43B in 2022), with Adjusted EBITDA of $688M in 2023 vs $811M in 2022; GAAP net loss was $59M in 2023 and $207.8M in 2024. Company TSR for 2023 was $46.82 vs peer group TSR $117.64, indicating underperformance relative to peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ProFrac Services, LLC | President | Oct 2018–present | Led operations through integration and growth cycles |
| ProFrac Services, LLC | CFO | May 2017–Aug 2021; interim CFO Jan–Mar 2022 | Finance leadership during scale-up and IPO preparation |
| Wilks Brothers, LLC | VP, Investments | Jan 2012–present | Capital allocation across portfolio; energy focus |
| FTS International, Inc. | VP Logistics | 2010–2012 | Supply chain optimization in oilfield services |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Dawson Geophysical Company | Executive Chairman, Director | Since Jan 2022 | Energy services board leadership |
| Flotek Industries, Inc. | Director | Since Jun 2022 | Chemistry technologies for oil and gas |
| Approach Resources, Inc. | Director (prior) | Prior years | E&P operations oversight |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $450,000 | $475,000 | $475,000 (voluntary 10% reduction from 9/25/2024; foregone portion not replaced) |
| Target Annual Incentive ($) | Not disclosed | $475,000 (100% of base) | $593,750 (Committee formula; see annual mix below) |
| Actual Annual Incentive Paid ($) | $720,000 (2022 AI Award) | $0 (no payout) | $0 (earned $123,444 but voluntarily declined payment) |
| Stock Awards ($, grant-date fair value) | $1,145,481 | $411,139 | $759,225 |
| All Other Compensation ($) | $9,471 | $15,036 | $28,341 |
| Total Compensation ($) | $2,324,952 | $901,175 | $1,386,010 |
Performance Compensation
Annual Incentive (FY 2024)
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBITDA | 40% | Not disclosed | Between threshold and target (committee assessment) | Earned $123,444 but declined payment |
| Safety (TRIR/LTIR qualitative) | 10% | Not disclosed | Between threshold and target | Included in earned figure |
| Other Corporate Achievements | 25% | Not disclosed | Between threshold and target | Included in earned figure |
| Individual Contributions | 25% | Not disclosed | Between threshold and target | Included in earned figure |
Notes: Annual payouts can range 0–200% of target; Messrs. Matthew D. Wilks and Johnathan L. Wilks both waived their 2024 payouts .
Long-Term Incentive (LTI) Structure
| Award Type | Weight | Vesting | Performance Metrics | Grant Counts (2023/2024) |
|---|---|---|---|---|
| PSUs | 60% | Three annual tranches over a 3-year performance period | Adjusted EBITDA (1/3), Adjusted Free Cash Flow (1/3), Other Corporate Achievements (1/3) | 49,101 PSUs (3/31/2023) ; 127,392 PSUs (3/28/2024) |
| RSUs | 40% | 1/3 annually over 3 years | Service-based | 32,734 RSUs (3/31/2023) ; 84,928 RSUs (3/28/2024) |
2023 PSU payout (assessed for FY 2024 performance year): Adjusted EBITDA threshold was not achieved; Adjusted Free Cash Flow paid out between threshold and target resulting in 635 PSUs for Matthew D. Wilks, which he then relinquished (no replacement compensation) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,859,300 shares of Common Stock (1.16% of outstanding) as of 4/1/2025 |
| Unvested RSUs | 84,928 (2024 grant); 21,823 remaining from 2023 grant per vesting schedule |
| Unvested PSUs (target) | 127,392 (2024 grant); 32,733 remaining (2023 grant tranches) subject to annual performance |
| Ownership guidelines | Not disclosed |
| Hedging/pledging | Company prohibits hedging and pledging by directors/executives (Anti-Hedging and Pledging Policy) |
| Insider trading windows | Insider Trading Policy filed with FY 2024 10-K; pre-clearance and blackout processes noted |
Potential insider selling pressure: Annual RSU vesting and PSU settlements could create release events; however, hedging/pledging is prohibited, and FY 2024 PSUs for Matthew were relinquished, reducing near-term selling pressure .
Employment Terms
| Term | Matthew D. Wilks |
|---|---|
| Employment agreement | None (no NEO employment agreement) |
| Severance | No contractual severance; as PEO, only equity acceleration under LTIP award agreements |
| Change-in-control (CIC) | Equity acceleration upon Qualifying Termination (death, disability, termination without Cause or resignation for Good Reason), including termination within 12 months following a change in control; PSUs vest for immediately preceding performance period if ascertainable |
| Non-compete / non-solicit | Not disclosed |
| Clawback | Company adopted Nasdaq/SEC-compliant clawback; recovers incentive comp on restatements for last 3 completed fiscal years |
| Perquisites | Limited; FY 2024 “All Other Compensation” totaled $28,341 (benefits/insurance/401k matching, no vehicle reported for Matthew) |
Board Governance
- Role: Executive Chairman (PEO), Director since May 2022 .
- Committees: Not listed on Audit or Compensation Committees; both committees composed of independent directors .
- Attendance: Each director attended ≥75% of Board/committee meetings in 2024; Board met 18 times; Audit 19; Compensation 10 .
- Controlled company: Wilks Parties beneficially own ~88.5% of voting power (as of 4/1/2025); company uses controlled company exemptions (Board not majority independent; nominations by principal stockholders) .
- Family ties: Matthew and CEO Johnathan L. Wilks are first cousins; sons of founders and principal stockholders .
- Director compensation: Employee directors do not receive director pay; Matthew had $0 director compensation in 2024 .
Director Compensation (for context, non-employee peers)
| Director | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Theresa Glebocki | 188,500 | 150,000 | 338,500 |
| Stacy Nieuwoudt | 185,000 | 150,000 | 335,000 |
| Gerald Haddock | 170,000 | 150,000 | 320,000 |
Compensation Structure Analysis
- Variable pay emphasis: Majority of CEO/PEO pay is variable; LTI mix 60% PSUs, 40% RSUs to align with FCF and EBITDA .
- Changes YoY: FY 2023 annual incentive paid 0 due to performance; FY 2024 annual incentive earned but waived by PEO and CEO; FY 2024 PSU/RSU grants increased vs 2023 .
- Discretion/alignment signals: PEO relinquished FY 2024 annual incentive payment ($123,444) and FY 2023 PSU payout (635 PSUs); voluntary 10% salary reduction effective 9/25/2024 .
- No stock options: Equity awards use RSUs/PSUs; no options outstanding for NEOs .
Related Party Transactions (Governance Red Flags)
- Extensive transactions with Wilks-affiliated entities (logistics, insurance, financing, leases, equipment). FY 2024 related party expenditures totaled ~$134.1M; revenues from related parties totaled ~$23.6M .
- Sale-leasebacks in 2024 with related parties (real estate ~$23.0M; equipment ~$40.0M) creating long-term lease obligations .
- Section 16(a) compliance: One delinquent Form 4 each for Coy Randle, Farris Wilks, and THRC Holdings in FY 2024 .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($B) | 2.43 | 2.63 | Not disclosed in proxy |
| Adjusted EBITDA ($M) | 811.2 | 688.4 | Not disclosed in proxy |
| Net Income (Loss) ($M) | 165.1 | (59.2) | (207.8) |
| Company TSR ($ from $100 at IPO) | 139.15 | 46.82 | Not presented |
| Peer Group TSR ($) | 115.44 | 117.64 | Not presented |
Investment Implications
- Alignment: Waiver of 2024 cash bonus and relinquished PSUs plus anti-hedging/pledging policy indicate stronger alignment; equity-heavy pay ties outcomes to EBITDA/FCF .
- Retention risk: No employment agreement or guaranteed severance for PEO; retention relies on family control and equity incentives; limited CIC protection beyond equity acceleration on qualifying terminations .
- Trading signals: RSU/PSU vesting schedules create periodic supply; however, anti-pledging/hedging reduces leverage-driven sales; monitor Form 4s for actual dispositions (company notes some delinquent filings in FY 2024) .
- Governance: Controlled company status, family ties, and significant related-party transactions reduce minority protections and elevate governance risk; Board committees remain independent per Nasdaq with robust meeting cadence and clawback policy in place .
- Pay-for-performance: FY 2023 zero annual incentive and FY 2024 partial PSU forfeiture reflect discipline; but TSR lagging peers and 2024 net loss highlight execution risk in achieving performance targets .