Douglas Rogers
About Douglas G. Rogers
Douglas G. Rogers (age 66) has served on Atlas Energy Solutions Inc.’s Board since March 2023; he is not independent under NYSE standards and holds no committee memberships. He is Executive Director and Secretary/Treasurer at The Sealy & Smith Foundation and previously served on the board of managers of Atlas LLC; he holds a BBA from Texas A&M University. The proxy highlights his expertise in capital management and financial strategy and notes he represents one of Atlas’s largest stockholders (The Sealy & Smith Foundation).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atlas LLC | Board of Managers | Since 2018 | Governance exposure during pre-IPO/legacy structure |
| Atlas Energy Solutions Inc. | Director | Since March 2023 | Non-independent; no committee assignments |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Sealy & Smith Foundation | Executive Director; Secretary/Treasurer; Director | Since 2015 | Capital management expertise; represents a 12.00% stockholder of AESI |
Board Governance
- Committee assignments: None; Rogers does not serve on Audit, Compensation, or Nominating & Corporate Governance committees.
- Independence: Not listed among directors determined to be independent under NYSE standards.
- Board meetings and attendance: In 2024 the Board held 4 regular and 7 special meetings; each director attended at least 75% of applicable Board and committee meetings.
- Classification and re‑nomination: Rogers is a Class II director nominated for a three‑year term to expire at the 2028 Annual Meeting.
- Executive sessions: Outside directors meet in executive session; at least annually an independent‑only session occurs if any non‑management directors are not independent.
- Governance structure risk: The A&R Stockholders’ Agreement grants Mr. Brigham designation rights over Board seats and requires at least one Brigham designee on each major committee (subject to rules), concentrating influence over governance.
Board Activity (2024)
| Metric | Value |
|---|---|
| Regular Board Meetings | 4 |
| Special Board Meetings | 7 |
| Director Attendance Threshold | ≥75% of Board/committee meetings |
Fixed Compensation
2024 Director Compensation (Douglas G. Rogers)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $75,000 |
| Stock Awards (RSUs; ASC 718 grant-date fair value) | $145,000 |
| Total | $220,000 |
Program Summary (Non‑Employee Directors, 2024)
| Compensation Component | Annual Amount (USD) |
|---|---|
| Base Retainer (Non‑Employee Director) | $75,000 |
| Committee Chair Retainer – Audit | $30,000 |
| Committee Chair Retainer – Compensation | $20,000 |
| Committee Chair Retainer – Nominating & Corporate Governance | $20,000 |
| Annual Equity Award (RSUs under LTIP) | $145,000 target value |
| RSU Features | Dividend rights accrue on unvested RSUs; remitted upon vesting |
Performance Compensation
- Director pay is not disclosed as performance‑conditioned; annual equity grants are RSUs (time‑based).
2024 Key Performance Measures Used by Compensation Committee (for NEO pay design context)
| Metric |
|---|
| Adjusted Free Cash Flow |
| Adjusted EBITDA |
| Relative TSR |
| ROCE (EBIT over average capital employed) |
Other Directorships & Interlocks
| Entity | Nature | Details |
|---|---|---|
| The Sealy & Smith Foundation | Significant Stockholder Interlock | Holds 14,824,988 shares (12.00%); Rogers is Executive Director, Secretary/Treasurer, and a director. |
| Atlas LLC | Legacy governance role | Rogers served on the board of managers since 2018. |
Expertise & Qualifications
- Capital management and financial strategy; background in banking and investments.
- BBA, Texas A&M University.
- Represents a principal stockholder (The Sealy & Smith Foundation).
Equity Ownership
| Item | Amount/Status |
|---|---|
| Shares Beneficially Owned | 9,866 (less than 1%) |
| RSUs Outstanding (as of 12/31/2024) | 6,866 |
| Shares Outstanding Basis (for % calc) | 123,578,181 (as of 3/18/2025) |
| Hedging/Pledging Policy | Hedging prohibited; pledging limited—no pledging above 15% of market value of pledged shares. |
Related Party Transactions (Conflict Analysis)
- The Sealy & Smith Foundation (≥10% owner, where Rogers is Executive Director, Secretary/Treasurer and a director) is party to a mining agreement for the Monahans facility; minimum royalty of $1.0 million per lease year after IPO; 2024 royalty expense was approximately $5.0 million (≈0.7% of cost of sales).
- Beneficial ownership disclosure notes that officers and directors of The Sealy & Smith Foundation may be deemed to have or share beneficial ownership of Foundation‑held shares.
Insider Trades
| Filing Date | Transaction Date | Summary |
|---|---|---|
| April 19, 2024 | March 13, 2024 | Form 4 filed to report an acquisition and corresponding disposition of Common Stock underlying RSUs granted in 2023. |
Note: Attempt to fetch complete Form 4 history via insider-trades skill was unsuccessful due to an authorization error; data above reflects the proxy’s Section 16(a) disclosure.
Governance Assessment
- Positives: Attendance threshold met (≥75%); director pay includes a meaningful equity component (RSUs), aligning with stockholder outcomes; Board enforces hedging prohibitions and limits pledging.
- Concerns / RED FLAGS:
- Not independent and represents a 12.00% stockholder; potential for conflicts in deliberations affecting that stockholder.
- Related‑party exposure via Sealy & Smith mining agreement and ongoing royalty payments (~$5.0 million in 2024).
- Concentrated governance influence from A&R Stockholders’ Agreement (designation rights; committee presence requirement), potentially constraining independent oversight.
- Watch Items: RSU holdings outstanding (6,866) indicate continuing equity alignment; monitor any future related‑party amendments and independent committee oversight of Sealy & Smith transactions; confirm individual attendance beyond threshold and any future changes in independence or committee participation.