Sergei Krylov
About Sergei Krylov
Sergei Krylov (age 47) is a non-employee director of ProFrac Holding Corp. (ACDC) who has served on the Board since May 2022. He is Investment Partner and Chief Financial Officer of Wilks Brothers, LLC, and previously served as President & CEO and CFO at Approach Resources and as Managing Director in J.P. Morgan’s Energy Investment Banking group; he holds a B.B.A. in Finance from Pace University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wilks Brothers, LLC | Investment Partner & Chief Financial Officer | Current | Affiliation with controlling shareholders of ACDC via Wilks Parties |
| Approach Resources Inc. | President & CEO | Sep 2019–Dec 2020 | Led restructuring and capital markets initiatives |
| Approach Resources Inc. | CEO & CFO | Apr 2019–Sep 2019 | Executive leadership through transition period |
| Approach Resources Inc. | EVP & CFO | Jan 2014–Apr 2019 | Financial stewardship and strategy |
| J.P. Morgan Securities LLC (Energy IB) | Managing Director (prior roles 2000–2013) | 2000–2013 | M&A, capital markets, restructurings |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Dawson Geophysical Company | Director | Current | Interlock with ACDC Executive Chairman Matthew D. Wilks, who serves as Executive Chairman of Dawson’s Board |
Board Governance
- ACDC is a controlled company; Wilks Parties beneficially own ~88.5% of voting power as of April 1, 2025, and the Board does not consist of a majority of independent directors .
- Independent directors: Theresa Glebocki, Gerald Haddock, Stacy Nieuwoudt; Sergei Krylov is not listed as independent .
- Committees: Only Audit and Compensation Committees. Membership is limited to Glebocki, Haddock, Nieuwoudt; Krylov is not a member of these committees .
- Meetings and attendance: In 2024 the Board met 18 times; Audit 19; Compensation 10; each director attended at least 75% of applicable meetings; all six directors attended the 2024 Annual Meeting .
| Governance Item | Detail |
|---|---|
| Board independence determination | Independent: Glebocki, Haddock, Nieuwoudt; Krylov not listed as independent |
| Committees served by Krylov | None (Audit and Compensation membership limited to Glebocki, Haddock, Nieuwoudt) |
| 2024 Board/Committee meetings | Board: 18; Audit: 19; Compensation: 10 |
| Attendance threshold met | Each director ≥75% of Board + committee meetings; all six attended 2024 AGM |
| Nominating Committee | None; directors nominated per ProFrac Stockholders’ Agreement due to controlled company status |
| Insider trading policy | Hedging/monetization transactions prohibited for directors, officers, employees |
| Related-party transaction oversight | Audit Committee reviews/approves per policy (> $120,000 threshold) |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned/Paid in Cash ($) | $125,000 | $123,500 |
| Stock Awards (RSUs) – Grant Date Fair Value ($) | $150,000 | $150,000 |
| Total ($) | $275,000 | $273,500 |
| Program components (standard) | Cash retainer $95,000; $1,500 per meeting; Chair fees: Audit $20,000, Comp $15,000 (not applicable to Krylov) | Same |
| Options/Perqs/Non-equity incentives | None for directors in period disclosed | None for directors in period disclosed |
Performance Compensation
- Director equity awards are service-based RSUs under the 2022 LTIP; no disclosed performance metrics for director grants .
- Annual equity grant: Approximately $150,000 fair value, vests after one year of service .
- One-time IPO RSU grant (May 17, 2022): Approximately $285,000 fair value, vests in ~equal installments over three years from IPO date .
| Equity Award Feature | Detail |
|---|---|
| Annual RSU grant fair value | ~$150,000; one-year service vesting |
| IPO one-time RSU grant | ~$285,000; three-year service vesting (equal tranches) |
| Unvested RSUs held by all directors (aggregate as of 12/31/2024) | 101,753 units (aggregate; individual breakdown not disclosed) |
Other Directorships & Interlocks
| Person | External Board | Interlock/Relationship | Note |
|---|---|---|---|
| Sergei Krylov | Dawson Geophysical Company | ACDC’s Executive Chairman Matthew D. Wilks is Executive Chairman of Dawson’s Board | Potential information flow, governance interlock |
| Sergei Krylov | Wilks Brothers, LLC (executive role) | Affiliated with controlling shareholders (“Wilks Parties”) of ACDC | Independence concern; controlled company context |
Expertise & Qualifications
- Energy industry finance and capital markets expertise; extensive M&A, capital markets, and restructuring experience .
- Public company executive experience (Approach Resources EVP/CFO; CEO) .
- Investment banking background (J.P. Morgan Energy IB, Managing Director) .
- Education: B.B.A. in Finance, Pace University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Common Stock |
|---|---|---|
| Sergei Krylov | 54,572 | ~0.03% (54,572 / 160,178,432 shares outstanding as of 4/1/2025) |
Notes:
- Company policy prohibits hedging/monetization; pledging prohibitions are not explicitly stated in the excerpted policy .
- Section 16(a) compliance: Delinquent filings noted for Randle, Farris Wilks, and THRC Holdings; no delinquent filing noted for Krylov .
Governance Assessment
-
Strengths:
- High engagement with Board and committee meetings in 2024 (≥75% attendance threshold met; full director attendance at 2024 AGM) supports baseline effectiveness .
- Director pay mix leans to equity-linked RSUs with standardized cash retainer/meeting fees; no options or perquisites disclosed, limiting pay-related red flags .
-
Risks / RED FLAGS:
- Controlled company status with Wilks Parties holding ~88.5% voting power; Board not majority independent; Krylov not listed as independent .
- Krylov’s executive role at Wilks Brothers, LLC (affiliated with controlling shareholders) presents potential conflicts and dependence concerns; nomination process driven by principal stockholders rather than independent nominating committee .
- Interlock at Dawson (Krylov director; ACDC Executive Chairman is Dawson Executive Chairman) can create information flow and influence risks, particularly if Dawson is a customer/supplier or otherwise strategically related .
- Aggregate unvested RSUs for directors are disclosed, but individual director granularity (vested vs unvested) is not available; transparency gap for “skin-in-the-game” analysis .
-
Shareholder sentiment:
- 2025 Say-on-Pay received strong support (Votes For: 146,712,466; Against: 738,806; Abstentions: 77,352; Broker Non-Votes: 5,178,567), indicating broad investor confidence in executive compensation framework .
Overall, Krylov brings deep financial and energy expertise but presents notable independence and interlock risks due to his Wilks Brothers executive role within a controlled company context. Continued robust related-party oversight by the Audit Committee and clear disclosures on director equity ownership/pledging would help mitigate investor concerns .