Theresa Glebocki
About Theresa Glebocki
Theresa Glebocki, 63, is an independent director of ProFrac Holding Corp. (ACDC), serving since May 2022; she is Chair of the Audit Committee and a member of the Compensation Committee. She is designated an “audit committee financial expert” and meets Nasdaq and Exchange Act independence standards; the company operates as a controlled company and does not have a majority-independent board. In March 2023, she became President and General Manager of Delaware Park Racing Association; prior roles include CEO and CFO positions in the gaming sector; she holds a B.S. from Lehigh University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ocean Casino | Chief Executive Officer | Dec 2019 – Oct 2021 | Senior operator in turnaround phase |
| Ocean Casino | Chief Financial Officer | Feb 2019 – Dec 2019 | Financial leadership during transition |
| Tropicana Entertainment Inc. | EVP, Chief Financial Officer, and Treasurer | Apr 2015 – Oct 2018 | Public-company CFO experience |
| Revel Entertainment Group LLC | VP Finance and Chief Financial Officer | Jun 2007 – Apr 2015 | Large-scale resort finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Delaware Park Racing Association | President & General Manager | Mar 2023 – present | Non-public entity noted in ACDC proxy bio |
| Other public company boards | — | — | None disclosed in ACDC proxy |
Board Governance
- Independence/status: Board has six directors; three (including Glebocki) are independent under Nasdaq and Rule 10A‑3. ACDC is a “controlled company”; it does not maintain a majority-independent board and utilizes certain Nasdaq exemptions .
- Committee roles: Audit Committee Chair; Compensation Committee member. Audit Committee members (including Glebocki) are financial experts and financially literate under SEC/Nasdaq standards; the Audit Committee operates under a written charter .
- Meetings/attendance: 2024 meetings — Board (18), Audit (19), Compensation (10). Each director attended at least 75% of applicable meetings; all six directors attended the 2024 annual meeting of stockholders .
- Audit oversight: Audit Committee recommended inclusion of audited 2024 financial statements in the 10‑K (signed by Glebocki as Chair) .
- Related-party transaction oversight: Audit Committee reviews/approves related-party transactions ≥$120,000 under a written policy .
- Insider trading/hedging: Directors/officers prohibited from hedging or monetization transactions under the Insider Trading Policy .
- Clawback: Company adopted an SEC/Nasdaq-compliant clawback policy for executive incentive compensation tied to restatements .
Fixed Compensation
- 2024 program: $95,000 annual cash retainer; $20,000 Audit Chair retainer; $15,000 Compensation Chair retainer (not applicable to Glebocki); $1,500 per Board/committee meeting .
- Structure continuity: Non-employee director compensation also includes an annual equity award (see Performance Compensation) .
| Item | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 217,000 | 188,500 |
| Stock Awards ($) | 150,000 | 150,000 |
| Total ($) | 367,000 | 338,500 |
| Program cash details | $95k retainer; $20k Audit Chair; $1,500/meeting | $95k retainer; $20k Audit Chair; $1,500/meeting |
Notes: 2024 cash variability likely reflects meeting fees against a high committee cadence; no options, non‑equity incentives, or perquisites granted to directors in 2024 .
Performance Compensation
- Annual equity: RSUs with ~$150,000 fair value, vesting after one year of service (granted under the 2022 LTIP) .
- IPO-related grant: One-time RSU award of ~$285,000 to then‑non‑employee directors at IPO (May 17, 2022), vesting in substantially equal installments over three years .
| Grant Type | Year | Grant Date | Fair Value ($) | Vehicle | Vesting |
|---|---|---|---|---|---|
| Annual Director RSU | 2023 | Not disclosed | 150,000 | RSU | 1-year service vest |
| Annual Director RSU | 2024 | Not disclosed | 150,000 | RSU | 1-year service vest |
| One-time IPO RSU | 2022 | May 17, 2022 | 285,000 (one-time) | RSU | 1/3 annually over 3 years |
No option awards, performance share units (PSUs), or performance metrics apply to director equity grants (time-based RSUs only) .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Glebocki in ACDC proxy .
- Compensation Committee interlocks: None; no member served as an ACDC executive, and no ACDC executive served on another company’s comp committee that includes any ACDC director .
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert; extensive CFO and CEO experience across gaming/hospitality .
- Education: B.S., Lehigh University .
- Industry/skills: Corporate finance, audit oversight, risk management, public company reporting, turnaround operations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Basis/Date |
|---|---|---|---|
| Theresa Glebocki | 53,072 | <1% (starred in table) | As of April 1, 2025; outstanding shares 160,178,432 |
- Hedging/pledging: Company policy prohibits hedging/monetization transactions by directors; no pledging disclosure for Glebocki found in proxy .
Say-on-Pay & Shareholder Feedback
| Metric | 2024 (May 30, 2024) | 2025 (May 28, 2025) |
|---|---|---|
| Say‑on‑Pay Votes For | 134,767,553 | 146,712,466 |
| Votes Against | 9,282,436 | 738,806 |
| Abstentions | 22,722 | 77,352 |
| Broker Non‑Votes | Not reported | 5,178,567 |
Support for Say‑on‑Pay improved materially from 2024 to 2025, indicating stronger shareholder alignment with compensation practices .
Director Election Support (Glebocki)
| Votes | 2024 | 2025 |
|---|---|---|
| Votes For | 140,602,794 | 145,979,479 |
| Withheld | 3,469,442 | 1,549,145 |
| Broker Non‑Votes | 5,739,381 | 5,178,567 |
Glebocki’s support increased year over year, with fewer withhold votes in 2025 .
Governance Assessment
- Positives
- Independent Audit Chair and audit committee financial expert; high committee activity (19 audit meetings in 2024) with ≥75% attendance, supporting robust oversight of financial reporting, risk, and related‑party transactions .
- Strong shareholder support trends: rising vote support for her re‑election and significantly higher Say‑on‑Pay approval in 2025 vs. 2024 .
- Clear policies: clawback policy aligned with SEC/Nasdaq rules; anti‑hedging policy for directors/officers .
- Watch items / RED FLAGS
- Controlled company status; board is not majority independent, and independent directors do not select nominees—potentially limiting independent influence. Family control (Wilks) is substantial and persistent .
- Ownership alignment: Glebocki’s personal holdings are modest (<1%); no director stock ownership guideline disclosure found to assess alignment targets or compliance .
- Net view: Glebocki’s credentials and leadership of the Audit Committee bolster governance quality and investor confidence on controls/financial reporting. However, controlled company exemptions and concentrated family ownership remain structural governance risks that independent directors (including Glebocki) must continue to mitigate through active oversight and committee work .