Dathan Voelter
About Dathan Voelter
Dathan C. Voelter, age 53, is General Counsel and Secretary of Atlas Energy Solutions (AESI). He joined Atlas in April 2019 as Deputy General Counsel and Secretary and was promoted to his current role in December 2021. He previously held senior legal and compliance roles at Andeavor/Andeavor Logistics (Managing Counsel and Assistant Secretary, 2017–2019), Itron (Associate General Counsel and Chief Compliance Officer, 2016–2017), and Freescale Semiconductor (Vice President and Chief Securities, Ethics and Compliance Counsel, 2005–2016), after beginning his career at Vinson & Elkins and Coopers & Lybrand. He holds a BBA in International Business (UT Austin) and a JD, summa cum laude (Baylor Law) . Company performance context: AESI delivered 2024 TSR of 34.6% and prioritized Adjusted FCF, ROCE, and relative TSR in pay design .
Past Roles
| Organization | Role | Years | Strategic Notes |
|---|---|---|---|
| Atlas Energy Solutions | General Counsel & Secretary | Dec 2021–present | Promoted from Deputy GC; oversees legal, governance, compliance |
| Atlas Energy Solutions | Deputy General Counsel & Secretary | Apr 2019–Dec 2021 | Joined pre-IPO; corporate/securities support |
| Andeavor & Andeavor Logistics LP | Managing Counsel & Assistant Secretary | Sep 2017–Feb 2019 | Post-acquisition integration period (acquired by MPC) |
| Itron, Inc. | Associate GC & Chief Compliance Officer | 2016–2017 | Enterprise compliance leadership |
| Freescale Semiconductor | VP; Chief Securities, Ethics & Compliance Counsel | 2005–2016 | Led public company securities/ethics functions; company later acquired by NXP |
| Vinson & Elkins L.L.P. | Attorney | n/d | Corporate/securities practice foundation |
| Coopers & Lybrand, L.L.P. | Public Accountant | n/d | Early-career financial training |
External Roles
No external public-company directorships or committee roles are disclosed for Mr. Voelter in the company’s proxy biographies .
Fixed Compensation
| Year | Base Salary ($) | STI Target (% of Salary) | STI Target ($) | Actual STI Payout ($) | Notes |
|---|---|---|---|---|---|
| 2023 | 390,385 | n/d | n/d | 317,100 (bonus) | 2023 “Bonus” column reflects discretionary amounts earned |
| 2024 | 416,154 | 75% (as of 12/31/24) | 315,000 | 230,895 | Performance factor 73.3% of target |
Summary Compensation (select lines):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 390,385 | 317,100 | 5,560,628 | 9,900 | 6,278,013 |
| 2024 | 416,154 | 230,895 | 1,422,068 | 76,748 | 2,145,865 |
Notes: “Stock Awards” reflect RSUs/PSUs at grant-date fair value under ASC 718. 2024 “All Other Compensation” for Mr. Voelter includes $10,350 401(k) match and $66,398 dividend equivalent rights .
Performance Compensation
STI (2024 scorecard and results)
| Metric | Weight | Threshold | Target | Max | Result | Payout |
|---|---|---|---|---|---|---|
| Adjusted Free Cash Flow ($MM) | 50% | 270 | 300 | 345 | 251.3 | 23.3% |
| Dune Express – Timing | 10% | 2/28/25 | 12/31/24 | 11/1/24 | 12/20/24 | 10% |
| Dune Express – On Budget ($MM) | 10% | 450 | 400 | 350 | 396 | 10% |
| Discretionary Evaluation | 30% | — | — | — | 30% | 30% |
| Total | 100% | — | — | — | — | 73.3% |
2024 STI award mechanics for Mr. Voelter:
| Base Salary | STI Target % | STI Target ($) | Performance Factor | Actual STI Paid |
|---|---|---|---|---|
| $420,000 | 75% | $315,000 | 73.3% | $230,895 |
LTI (2024 grants and plan design)
- Plan design: PSUs measured on two metrics over 3-year performance period: Relative TSR (vs comp peer group) 75% weight; ROCE 25% weight. Payout curve: 50% at threshold, 100% at target, 200% at max; TSR payout capped at 100% if AESI TSR is negative. RSUs vest ratably over 3 years to support retention .
- 2024 individual awards (effective 3/22/2024):
- RSUs: 27,118 units; vest 1/3 each on 3/22/2025, 3/22/2026, 3/22/2027 .
- PSUs: threshold 13,559; target 27,118; max 54,236; performance period 3 years; metrics and weights as above .
- 2024 grant-date fair values: RSUs $606,630; PSUs $815,438 (probable value); PSU max value $1,630,876 .
Outstanding equity awards (12/31/2023 snapshot)
| Grant | Grant Date | Type | Unvested/Unearned (#) | Market/Value Notes |
|---|---|---|---|---|
| Annual Award | 03/13/2023 | RSU | 27,778 | 3-year ratable vest |
| Retention Award (one-time) | 10/04/2023 | RSU | 207,074 | 3-year ratable vest; market value at $17.22 close used in proxy |
| 2023 PSU Cycle | 03/13/2023 | PSU | 55,556 (at 200% presentation) | Actual earnout depends on performance; 200% reflects SEC presentation convention |
Option awards: Company did not grant stock options in 2024 and currently does not grant options under its equity program .
Equity Ownership & Alignment
Security ownership (beneficial) for Mr. Voelter
| As-of Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Mar 18, 2024 | 161,008 | <1% |
| Mar 18, 2025 | 248,331 | <1% |
Alignment, pledging/hedging, and guidelines
- Insider trading policy prohibits hedging (short sales, collars, derivatives) and prohibits pledging Company securities as collateral above 15% of the market value of the pledged Company securities .
- No pledging footnote is disclosed for Mr. Voelter in the 2025 security ownership table (pledging is noted for other insiders) .
- Stock ownership guidelines for executives are not disclosed in the proxies reviewed; security ownership tables and policy summaries are provided instead .
Vested vs unvested (select detail as of 12/31/2023)
| Category | Shares/Units |
|---|---|
| Unvested RSUs (2019–2023 grants, select) | 234,852 (27,778 + 207,074) |
| PSU awards (unearned units at SEC 200% presentation) | 55,556 |
Employment Terms
- No employment agreement: The company does not maintain employment agreements with NEOs; compensation is set annually by the Compensation Committee .
- Severance/CIC plan: Management Change in Control Severance Plan (adopted 1H 2023).
- Multiples (as of 12/31/2024): Non‑CIC Qualifying Termination = 1.5x (base + target bonus) for Mr. Voelter; CIC Termination (6 months before to 18 months after a CIC) = 2.0x (base + target bonus) .
- Non‑CIC benefits include pro‑rated target bonus and lump‑sum employer portion of COBRA for 18 months; CIC benefits include target bonus (lump sum) and COBRA employer portion for 24 months; both subject to release and restrictive covenants .
- Equity treatment on termination/CIC:
- RSUs: Accelerate and fully vest upon a change in control, or upon death/disability, or upon a Qualifying Termination .
- PSUs: For Qualifying Termination in first two years, deemed earned at 100% with service conditions deemed satisfied (pro‑rata in some cases). In year 3, earned based on actual performance at period end. On CIC, Committee determines performance as of CIC if determinable; service conditions deemed satisfied .
- Clawback: Dodd‑Frank compliant policy; recovery of erroneously awarded compensation for restatements for awards on/after Oct 2, 2023 unless impracticable .
- Perquisites/retirement: No material perquisites beyond broad-based programs; 401(k) match (100% of first 3% salary deferral); no deferred compensation or pension/SERP plans .
- Hedging/pledging: See policy above .
Performance & Track Record
Company TSR and operating scale during tenure
- 2024 total shareholder return: 34.6% (outperformed OSX index) .
Revenues and EBITDA (annual)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 482,724,000* | 613,960,000 | 1,055,957,000 |
| EBITDA ($) | 260,508,000* | 306,915,000* | 246,604,000* |
Values retrieved from S&P Global. *No document citation provided by the data source.
Compensation Structure and Peer Group
- 2024 most important performance measures linking Compensation Actually Paid: Adjusted FCF, Adjusted EBITDA, Relative TSR, ROCE .
- 2024 peer group (for compensation/TSR comparisons): Cactus; ChampionX; Core Laboratories; Dril‑Quip; Expro Group; Helmerich & Payne; Liberty Energy; Oil States International; Patterson‑UTI; ProPetro; Select Water Solutions; Solaris Oilfield Infrastructure; U.S. Silica .
Governance, Say‑on‑Pay, and Committee Oversight
- Compensation Committee: Independent directors; chaired by Gayle Burleson; met five times in 2024; retains independent advisor authority .
- Grant practices: No stock options granted in 2024; no timing around MNPI; max payout caps (200%) for incentive plans .
- Say‑on‑Pay cadence: First say‑on‑pay will be submitted no later than the third anniversary following public listing; 2025 proxy includes a Say‑on‑Frequency vote (Board recommends annual) .
Investment Implications
- Alignment: High proportion of at‑risk, equity‑based pay linked to relative TSR and ROCE should align legal leadership incentives with shareholder outcomes; 2024 STI paid at 73.3% of target reflecting mixed scorecard delivery (FCF below threshold but Dune Express milestones met), reinforcing pay-for-performance .
- Retention/overhang: Significant unvested RSUs from 2023 retention grant and 2024 RSUs/PSUs create multi‑year vesting through 2027, supporting retention and potentially moderating near‑term voluntary turnover risk .
- Change‑of‑control economics: 1.5x non‑CIC and 2.0x CIC cash multiples (base + target bonus), plus RSU acceleration and PSU protections, provide competitive but not excessive protection; double‑trigger severance structure during the defined CIC window limits windfall risk .
- Risk controls: Dodd‑Frank‑compliant clawback, hedging ban, and tight pledging limits reduce governance red flags; no option grants or tax gross‑ups disclosed .