Steven Scrogham
About Steven Scrogham
Steven Scrogham is ProFrac Holding Corp.’s Chief Legal Officer, Chief Compliance Officer and Corporate Secretary, a role he has held since February 2024; he previously served as Assistant General Counsel from July 2023 to February 2024. He is 49 years old (as of the 2025 proxy), holds a JD from the University of Minnesota and a BA in International Politics from Brigham Young University, and spent 15 years at AbbVie Inc. and Abbott Laboratories advising on securities, finance, and transactional matters . Company performance context during his tenure: ProFrac reported a GAAP net loss of $207.8 million in 2024 after a $59.2 million loss in 2023, while prior years’ pay-versus-performance disclosures showed TSR of $46.82 in 2023 and $139.15 in 2022, and Adjusted EBITDA is emphasized in incentive design .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ProFrac Holding Corp. | Assistant General Counsel | Jul 2023–Feb 2024 | Supported transactional, litigation, governance and compliance priorities |
| AbbVie Inc. and Abbott Laboratories | Legal advisor (securities, finance, transactions) | 15 years | Advised on securities, finance and transactional matters |
External Roles
- Not disclosed in ProFrac’s 2024–2025 proxy materials .
Fixed Compensation
- Not disclosed: Scrogham is not listed as a Named Executive Officer (NEO) and therefore his salary, bonus, and perquisites are not reported in the Summary Compensation Table .
Performance Compensation
Company-wide incentive frameworks that influence executive incentives:
- Annual cash incentive metrics and weighting (2024): Adjusted EBITDA 40%, Safety 10%, Other Corporate Achievements 25%, Individual Contributions 25% .
- LTIP structure: RSUs generally vest in equal one-third tranches annually; PSUs have a one-year service component plus two performance conditions tied to Adjusted EBITDA and Adjusted Free Cash Flow (targets set annually within a multi-year PSU performance period) .
- No stock options outstanding under LTIP as of 12/31/2024; equity awards are RSUs/PSUs .
| Metric | Weighting | Target Setting | Vesting/Payout Basis |
|---|---|---|---|
| Adjusted EBITDA (annual plan) | 40% | Annual targets | Cash payout 0–200% of target |
| Safety (annual plan) | 10% | Annual targets | Cash payout 0–200% of target |
| Other Corporate Achievements (annual plan) | 25% | Annual targets | Cash payout 0–200% of target |
| Individual Contributions (annual plan) | 25% | Annual targets | Cash payout 0–200% of target |
| RSUs (LTIP) | N/A | Grant schedule | One-third annually (time-based) |
| PSUs (LTIP) | N/A | Annual Adjusted EBITDA and Adjusted FCF | Service vests after 1 year; payout vs performance conditions |
Note: The proxy details these frameworks for NEOs; specific targets, grants, and payouts for non-NEO officers such as Scrogham are not disclosed .
Equity Ownership & Alignment
- Anti-hedging and pledging policy: Directors, officers, and employees may not engage in hedging or monetization transactions in Company securities; policy is referenced in the 2024 10-K exhibits and described in the proxy .
- Beneficial ownership (shares and percent outstanding):
| As-of date | Shares beneficially owned | Shares outstanding | Ownership % |
|---|---|---|---|
| Apr 1, 2024 | 55,228 | 159,594,192 | 0.0346% (derived from table values) |
| Apr 1, 2025 | 101,174 | 160,178,432 | 0.0631% (derived from table values) |
- Vested vs unvested, pledged shares, and option positions are not disclosed for Scrogham in proxy tables; asterisks in beneficial ownership indicate less than 1% .
Employment Terms
- Executive status and tenure: Chief Legal Officer, Chief Compliance Officer and Secretary since Feb 2024 .
- Corporate governance roles: Signs and files SEC current reports and transaction documents as Corporate Secretary (e.g., August 2025 underwriting and offering 8-Ks; June 2025 financing-related 8-K) .
- Clawback policy: Compensation Committee is responsible for reviewing and approving any clawback policy; the proxy references this governance oversight .
- Severance/change-of-control: Proxy details acceleration terms for RSUs/PSUs and severance for certain NEOs (death/disability/without cause/good reason), but does not disclose Scrogham’s individual employment agreement terms .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return ($, fixed $100 at IPO) | 139.15 | 46.82 | Not disclosed in 2025 proxy’s PVP table |
| Net Income (Loss, $M) | 165.1 | (59.2) | (207.8) |
| Adjusted EBITDA ($M) | 811.2 | 688.4 | Not shown in 2025 PVP excerpt |
Company emphasizes Adjusted EBITDA and Adjusted Free Cash Flow in compensation metrics and analysis .
Compensation Committee & Governance Notes
- Compensation Committee oversees executive pay, clawback policy, risk review; operates under a charter meeting SEC and Nasdaq standards .
- Board/committee engagement: 2024 Board met 18 times; Audit 19; Compensation 10; all directors ≥75% attendance .
Investment Implications
- Alignment: Scrogham’s disclosed beneficial ownership increased from 55,228 shares (Apr 2024) to 101,174 shares (Apr 2025), indicating rising “skin in the game,” albeit still <1% of outstanding shares . The Company prohibits hedging/monetization, which helps preserve exposure to equity downside/upside and reduces misalignment risk .
- Incentive design anchoring to profitability and cash generation: Company-wide incentives prioritize Adjusted EBITDA and Adjusted Free Cash Flow for PSUs, with annual cash incentives weighted 40% Adjusted EBITDA and 25% individual contributions—factors that could tie senior legal/compliance outcomes to operational and financial objectives even if Scrogham’s individual targets are undisclosed .
- Disclosure opacity: As a non-NEO officer, Scrogham’s base salary, bonus target, vesting schedules, and severance terms are not reported, limiting visibility into his pay-for-performance alignment and potential selling pressure from upcoming vesting events relative to NEO disclosures .
- Company performance backdrop: 2024 GAAP net loss expanded versus 2023; TSR declined from 2022 to 2023; the Company’s reliance on Adjusted EBITDA underscores the importance of execution to drive incentive payouts across senior leadership .