Matthew Greenwood
About Matthew Greenwood
Matthew Greenwood, age 41, serves as Chief Commercial Officer (CCO) at ProFrac Holding Corp. (ACDC), a role he has held since March 2022 after serving as SVP Sales (Sep 2020–Mar 2022) and Executive Director of Sales (from Sep 2017) . His 17 years of oilfield services experience began in 2004 with a Barnett Shale completions-focused service company, where he became General Manager in 2006; SCF Partners purchased the company in 2010, forming Rockwater Energy Solutions . Company performance context: 2023 revenue was $2.63B vs $2.43B in 2022; Adjusted EBITDA was $688M; adjusted free cash flow was ~$293M; the company reported a 2023 net loss of $59M and TSR of 46.82 for 2023 measured from IPO (May 13, 2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ProFrac Holding Corp. | Chief Commercial Officer | Mar 2022–present | Leads sales, marketing, commercial operations; serves on ESG board |
| ProFrac Holding Corp. | SVP, Sales | Sep 2020–Mar 2022 | Drove commercial expansion during scale-up phase |
| ProFrac Holding Corp. | Executive Director of Sales | From Sep 2017 | Built commercial function and client coverage |
| Barnett Shale completions-based service company (acquired by SCF Partners) | General Manager | 2006–2010 | Expansion across Barnett, Haynesville, Eagle Ford, Marcellus |
| Rockwater Energy Solutions (formed by SCF Partners) | Various commercial roles | 2010 onward | Industry consolidation and commercialization post-formation |
External Roles
No external public company board or committee roles disclosed for Greenwood .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $400,000 | $400,000 |
| Target Annual Incentive ($) | $280,000 (70% of base) | $280,000 (implied 70% vs base) |
| Actual Annual Incentive Paid ($) | $0 | $130,313 |
| One-time Cash Bonus ($) | — | $75,000 (paid July 2024) |
Notes:
- 2023 annual incentive paid $0 under formulaic plan due to performance outcomes .
- 2024 annual incentive plan weighting: Adjusted EBITDA 40%, Safety 10%, Other Corporate Achievements 25%, Individual Contributions 25% .
Performance Compensation
| Incentive Type | Grant Date | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (2024) | 2024 plan year | Adjusted EBITDA | 40% | Not disclosed | Part of total $130,313 payout | N/A |
| Annual Incentive (2024) | 2024 plan year | Safety | 10% | Not disclosed | Threshold–target performance; included in $130,313 | N/A |
| Annual Incentive (2024) | 2024 plan year | Other Corporate Achievements | 25% | Not disclosed | Threshold–target performance; included in $130,313 | N/A |
| Annual Incentive (2024) | 2024 plan year | Individual Contributions | 25% | Not disclosed | Threshold–target performance; included in $130,313 | N/A |
| PSUs (2024 grant) | Mar 28, 2024 | Adjusted EBITDA | 1/3 of PSU assessment | Not disclosed | 3-year program, annual reviews; payout range 0–200% | Annual tranches over 3-year performance (service + performance) |
| PSUs (2024 grant) | Mar 28, 2024 | Adjusted Free Cash Flow | 1/3 of PSU assessment | Not disclosed | 3-year program, annual reviews; payout range 0–200% | Annual tranches over 3-year performance (service + performance) |
| PSUs (2024 grant) | Mar 28, 2024 | Other Corporate Achievements | 1/3 of PSU assessment | Not disclosed | 3-year program, annual reviews; payout range 0–200% | Annual tranches over 3-year performance (service + performance) |
| PSUs (2023 grant) | Mar 31, 2023 | 2024 performance period result | N/A | N/A | 1,009 PSUs paid to Greenwood on 2024 FCF (EBITDA tranche forfeited) | Annual tranche settlement |
| RSUs (2024 grant) | Mar 28, 2024 | Time-based | N/A | 45,555 units | N/A | Vests 1/3 annually over 3 years |
| RSUs (2023 grant) | Mar 31, 2023 | Time-based | N/A | 29,992 units | N/A | Vests 1/3 annually over 3 years |
Equity Ownership & Alignment
| Ownership Detail | As of Date | Amount |
|---|---|---|
| Beneficial Ownership (Common Stock) | Apr 1, 2025 | 142,817 shares (<1% outstanding) |
| RSUs Outstanding (Not Vested) | Dec 31, 2024 | 45,455 units; market value $352,731 (at $7.76–$7.76 closing price basis disclosed) |
| PSUs Outstanding (At Target, Not Vested) | Dec 31, 2024 | 68,182 units; market value $529,092 (at $7.76–$7.76 closing price basis disclosed) |
| 2024 RSUs Grant | Mar 28, 2024 | 45,555 units |
| 2024 PSUs Grant | Mar 28, 2024 | 68,182 units |
| 2023 RSUs Grant | Mar 31, 2023 | 29,992 units |
| 2023 PSUs Grant | Mar 31, 2023 | 44,989 units |
| Hedging/Pledging Policy | Policy | Hedging/monetization prohibited; company indicates no pledging by directors/officers |
Notes:
- Insider lock-up agreement participants for a 2025 public offering included Greenwood, signaling temporary selling restrictions near the offering period .
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Executed June 7, 2022; initial 1-year term with auto-renewals; current term end June 7, 2025 (auto-renews thereafter unless 90-day non-renewal notice) |
| Severance (Without Cause / Good Reason) | 1x current base salary plus prorated prior fiscal year annual bonus (monthly installments over 12 months, subject to release) |
| Potential Payments (as of Dec 31, 2023 scenario) | Severance $400,000; Bonus $525,000 (prorated based on 2022 bonus); Accelerated RSUs/PSUs $254,332; Total $1,179,332 (subject to release) |
| Change-in-Control | Accelerated vesting upon certain terminations including within 12 months post-change-in-control (requires release); severance framework tied to termination conditions (double-trigger construct) |
| Clawback | SEC/Nasdaq-compliant clawback for incentive compensation following financial restatement (3-year lookback) |
| Tax Gross-ups | None on severance or change-in-control; none under LTIP |
| Perquisites | Personal use of company vehicle; 2024 incremental cost $49,855; 2023 updated methodology cost $63,847; plus 401(k) match and insurance premiums |
Compensation Structure Analysis
- Variable pay increased YoY: 2024 total compensation $1,096,791 vs $868,423 in 2023, driven by stock awards and annual incentive plus a one-time bonus .
- Base salary stable at $400,000; 2024 actual annual incentive paid $130,313 vs $0 in 2023; stock awards $428,989 in 2024 vs $403,030 in 2023, indicating greater emphasis on performance/equity-linked pay .
- No options granted; equity mix is RSUs/PSUs with clear performance frameworks (Adjusted EBITDA, Adjusted FCF, and corporate achievements) .
Say-on-Pay & Governance Context
- ACDC is a controlled company; Compensation Committee is independent and uses Pearl Meyer for benchmarking; policy prohibits hedging/monetization and indicates no pledging by directors/officers .
Investment Implications
- Alignment: Greenwood’s beneficial ownership is modest (<1%), but equity awards are significant and performance-conditioned; hedging/monetization prohibited, reducing misalignment risk .
- Vesting and potential supply: RSUs vest 1/3 annually; PSUs settle annually on performance—monitor upcoming vest dates and PSU outcomes for potential Form 4 activity and supply signals .
- Retention/COC economics: Severance equals 1x base plus prorated bonus with accelerated vesting on qualifying terminations (including change-in-control), suggesting balanced retention but manageable parachute exposure .
- Governance risk: Controlled company status and extensive related-party dealings elsewhere in the enterprise warrant monitoring; however, no Greenwood-specific related party transactions disclosed .
Multi-Year Compensation Detail
| Component | 2023 | 2024 |
|---|---|---|
| Salary ($) | $400,000 | $400,000 |
| Bonus ($) | — | $75,000 |
| Stock Awards ($) | $403,030 | $428,989 |
| Non-Equity Incentive ($) | $0 | $130,313 |
| All Other Compensation ($) | $65,393 | $62,489 |
| Total Compensation ($) | $868,423 | $1,096,791 |
Notes on Company Performance Context (for pay-for-performance analysis)
- 2023 revenue: $2.63B vs $2.43B in 2022; Adjusted EBITDA $688M; net loss $59M; Adjusted FCF ~$293M .
- 2023 TSR: 46.82 (from IPO base) .
- 2024 net income (loss): $(207.8)M; Compensation “actually paid” metrics disclosed in PVP framework (company-wide) .
Related Policies and Procedures
- Anti-hedging/monetization policy applies to covered persons; Board attendance and committee independence documented; clawback policy in place .
- No tax gross-ups; no deferred compensation; limited perquisites .
Investment Implications Summary
- Pay structures emphasize performance via PSUs linked to EBITDA and FCF, which are key levers for cash generation and equity value—positive for alignment if targets are challenging .
- Upcoming RSU/PSU vesting and lock-up participation suggest watch for windows of potential insider activity; compliance policies reduce hedging/pledging risks .
- Severance and acceleration terms are moderate, limiting change-in-control overhang while supporting retention; governance remains influenced by controlled-company dynamics .