Stacy Nieuwoudt

About Stacy Nieuwoudt

Independent director of ProFrac Holding Corp. (ACDC) since May 2022; age 45; B.A. from Rice University. Chairwoman of the Compensation Committee and member of the Audit Committee; designated independent under Nasdaq standards and qualifies as an “Audit Committee financial expert.” Background includes energy equities research at Citadel’s Surveyor Capital (2010–2017) and Aptigon Capital (2017–2019), followed by private investing from 2017 to present. Tenure on ACDC’s board began May 2022; current external public board role at enCore Energy Corp (NASDAQ: EU) since October 2024, serving on Audit and Compensation Committees .

Past Roles

External Roles

Board Governance

• Committee roles: Chairwoman, Compensation Committee; Member, Audit Committee; both committees composed entirely of independent directors; Audit Chair is Theresa Glebocki .
• Independence: Board counts three independent directors; Stacy is independent under Nasdaq and Rule 10A-3; audit committee members (incl. Stacy) qualify as “financial experts” .
• Meetings/attendance (2024): Board met 18 times; Audit 19; Compensation 10; all directors attended ≥75% of Board/committee meetings; all six directors attended the 2024 annual meeting .
• Controlled company status: Wilks Parties control ~88.5% voting power; ACDC utilizes Nasdaq governance exemptions (not a majority-independent Board; nominations not exclusively by independents). Compensation Committee remains independent despite exemptions; implications for minority shareholder protections persist .

Committee Snapshot

Fixed Compensation

Performance Compensation

Director equity grants are time-based RSUs; no director-level PSUs or performance conditions disclosed. Company maintains a clawback policy aligned with SEC/Nasdaq rules for executive incentives; director equity is not described as subject to clawback in the proxy .

Other Directorships & Interlocks

Expertise & Qualifications

• Energy sector specialist: decade-plus in energy equities analysis; capital markets expertise .
• Governance credentials: Chair of Compensation; Audit Committee financial literacy and “financial expert” designation .
• Education: B.A., Rice University .
• Independence and attendance: Independent director; ≥75% attendance; participates in all-board annual meeting attendance .

Equity Ownership

• Hedging policy: Directors and other covered persons are prohibited from hedging/monetization transactions in Company securities under the Insider Trading Policy .
• Pledging: Not explicitly addressed for directors in proxy; no pledging disclosures for Stacy .

Governance Assessment

• Strengths: Independent director with sector and capital markets expertise; chairs an independent Compensation Committee; Audit Committee membership and “financial expert” designation strengthen oversight of pay, controls, and risk. Meeting cadence (Board 18/Audit 19/Comp 10) and ≥75% attendance support engagement .

• Watch items:

  • Controlled company governance: Board not majority-independent; nomination process is influenced by principal stockholders; minority shareholder safeguards reduced relative to non-controlled issuers .
  • Extensive related-party transactions with Wilks-affiliated entities (logistics, insurance, financing, leases, sale-leasebacks), requiring rigorous Audit Committee oversight; governance dependence on independent directors (incl. Stacy) to manage conflicts .
  • Say-on-pay history not disclosed in the proxy; continued monitoring needed for pay outcomes and shareholder feedback .

• Key implications: Stacy’s leadership on Compensation and presence on Audit are positive for board effectiveness in a controlled company context; however, heavy related-party activity elevates conflict risk, making her independence and committee rigor critical to investor confidence .

Selected Related-Party Exposure (Context for Oversight)

• Sale and leaseback transactions to Wilks-affiliated entities: ~$23.0M real estate sale with aggregate monthly lease payments totaling $30.2M through May 2034; ~$40.0M equipment sale with aggregate monthly lease payments totaling $44.8M through Dec 2028 .
• Annual related-party expenditures (2024): $134.1M; includes Automatize logistics ($86.2M), Wilks Brothers management ($9.1M), Related Lessors ($15.2M), Equify Financial ($7.9M), Wilks Earthworks ($11.7M), AERO ($2.3M) .
• Audit Committee responsibility for related-party transaction approval and policy oversight .

Director Compensation Summary (2024)

Board Composition Snapshot

Attendance & Engagement (2024)