John Turner
About John Turner
John Turner is President, Chief Executive Officer, and Director of Atlas Energy Solutions (AESI). He has served as CEO since March 2024, was President since November 2022, and previously served as CFO from April 2017 to May 2024; he joined the Board on August 22, 2024 and is currently 53 years old . Turner holds a BBA and MBA from the McCombs School of Business at the University of Texas at Austin . Under his leadership in 2024, Atlas completed the Dune Express project, acquired Hi-Crush, increased its dividend three times, authorized a $200M buyback, and delivered a 34.6% TSR, outpacing the OSX index; executive pay design emphasizes PSUs tied 75% to relative TSR and 25% to ROCE, with STI paying at 73.3% of target for 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Atlas Energy Solutions (AESI) | Chief Executive Officer; President | CEO since Mar 2024; President since Nov 2022 | Led Dune Express completion; Hi-Crush acquisition; capital allocation via dividends/buybacks; 2024 TSR 34.6% |
| Atlas Energy Solutions (AESI) | Chief Financial Officer | Apr 2017–May 2024 | Built finance function from founding; supported public company transition |
| Brigham Exploration LLC | Chief Financial Officer; Vice President | Not disclosed | Corporate finance, business development, strategic planning |
| Mediterranean Resources, LLC | Chief Financial Officer | Not disclosed | Corporate finance, business development, strategic planning |
External Roles
- No external public-company directorships disclosed; current board service is at AESI (elected Aug 22, 2024) .
Fixed Compensation
Multi-year compensation (Summary Compensation Table)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 393,847 | 515,385 | 751,923 |
| Bonus ($) | 490,000 | 611,350 | 645,040 |
| Stock Awards ($) | 0 | 1,658,250 | 4,496,415 |
| Non-Equity Incentive Comp ($) | 0 | 0 | 0 |
| All Other Compensation ($) | 0 | 0 | 11,611 (dividend equivalents) |
| Total ($) | 883,847 | 2,784,985 | 5,904,989 |
2024 target pay (as of 12/31/24)
| Base Salary | STI Target (% of Salary) | STI Target ($) | LTI Target ($) | 2024 Total Target Direct Compensation |
|---|---|---|---|---|
| $800,000 | 110% | $880,000 | $3,320,000 | $5,000,000 |
Notes:
- 2024 bonuses were discretionary amounts; STI payout approved at 73.3% of target for NEOs .
- Committee engaged Meridian Compensation Partners; peer benchmarking used in 2024 .
Performance Compensation
Annual STI (2024)
| Metric | Target | Actual Payout |
|---|---|---|
| STI Payout | 100% of target | 73.3% of target |
| CEO STI Target | 110% of salary ($880,000) | Bonus paid $645,040 |
LTI design and metrics (PSUs and RSUs)
| Component | Weighting | Vesting | Performance scale | Notes |
|---|---|---|---|---|
| Relative TSR (vs. compensation peer group) | 75% | 3-year cliff | Threshold: 30th pct = 50%; Target: 60th pct = 100%; Max: 90th pct = 200% | If AESI absolute TSR is negative over 3 years, TSR component capped at 100% |
| ROCE | 25% | 3-year cliff | Threshold 15% = 50%; Target 20% = 100%; Max 25% = 200% | ROCE defined as EBIT (adjusted) / capital employed |
| RSUs | n/a | Ratable over 3 years | n/a | Retention and ownership alignment |
2024 equity grants to Turner
| Grant Date | Type | Shares/Units | Grant-date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 3/22/2024 | RSUs | 85,744 | 1,918,093 | 1/3 on each of Mar 22, 2025; Mar 22, 2026; Mar 22, 2027 |
| 3/22/2024 | PSUs (target) | 85,744 target; 42,872 threshold; 171,488 max | 2,578,322 (probable); 5,156,644 (max) | 3-year cliff based on TSR/ROCE |
Equity Ownership & Alignment
Beneficial ownership (director and NEO tables)
| As-of Date | Shares Beneficially Owned | % of Class |
|---|---|---|
| Mar 18, 2024 | 1,551,747 | 1.41% |
| Mar 18, 2025 | 1,595,606 | 1.29% |
Outstanding awards (as of Dec 31, 2024)
| Award Type | Unvested/Unearned Units (#) | Market Value ($) | Pricing basis |
|---|---|---|---|
| RSUs (2024 grant) | 85,744 | 1,901,801.92 | $22.18 close on 12/31/24 |
| PSUs (2024 grant, shown at 200% under SEC presentation) | 171,488 | 3,803,603.84 | $22.18 close on 12/31/24 |
| RSUs (2023 grant) | 30,556 | 677,732.08 | $22.18 close on 12/31/24 |
| PSUs (2023 grant, shown at 200% under SEC presentation) | 91,666 | 2,033,151.88 | $22.18 close on 12/31/24 |
Additional alignment and policy items:
- Hedging is prohibited; pledging is restricted to loans where pledged Company securities do not exceed 15% of their market value .
- Clawback policy adopted in 2023 compliant with Exchange Act Section 10D (recovery of erroneously awarded compensation upon restatement) .
- No employment agreements; broad-based benefits, 401(k) match, limited perquisites; no excise tax gross-ups .
Potential insider selling pressure:
- RSUs vest in equal annual tranches; 2024 grant vests on Mar 22, 2025/2026/2027, which can create mechanical sell-to-cover tax withholding events around those dates .
Employment Terms
- No employment agreement in place for NEOs (including Turner) .
- Severance Plan: For a Non-CIC Qualifying Termination, Turner’s cash severance equals 2.0x (salary + target bonus); for a CIC Qualifying Termination, 3.0x, plus a lump-sum equal to the target bonus and COBRA-related benefits; subject to release and ongoing restrictive covenants .
- As of 12/31/24, quantified severance economics for Turner:
- Non-CIC: Cash severance $3,360,000; target bonus $880,000; benefits $29,798; unvested RSUs $2,579,534; unvested PSUs $2,918,378; total $9,767,710 .
- CIC: Cash severance $5,040,000; target bonus $880,000; benefits $39,730; unvested RSUs $2,579,534; unvested PSUs $2,918,378; total $11,457,642 .
- Equity acceleration: RSUs fully vest upon Qualifying Termination and upon a change in control; PSUs in first two years vest at target upon Qualifying Termination; PSUs generally vest on performance schedule, with provisions summarized in proxy .
- Clawback policy for erroneously awarded incentive compensation .
Board Governance
- Board service history: Elected to the AESI Board on Aug 22, 2024; Board expanded from 8 to 9 members .
- Committee roles: As an executive officer, Turner does not serve on any Board committees and receives no additional compensation for director service .
- Independence/leadership structure: In 2023 the CEO and Chairman roles were combined (Bud Brigham); in March 2024, roles were separated with Turner as CEO and Brigham as Executive Chairman; independent directors provide oversight via committee structure .
- Independent directors include Howard, Langford, Mills, Voyles, Burleson, and Hock (per NYSE standards) .
Compensation Committee Analysis
- Consultant: Meridian Compensation Partners served as independent advisor for 2024 .
- Peer group (2024): Cactus; ChampionX; Core Laboratories; Dril-Quip; Expro; Helmerich & Payne; Liberty Energy; Oil States International; Patterson-UTI; ProPetro; Select Water Solutions; Solaris Oilfield Infrastructure; U.S. Silica .
- Atlas size vs peers (as of July 2024): EV $2,650MM (60th pct); Market Cap $2,333MM (59th pct); Total Assets $1,982MM (60th pct) .
- Program features: Majority at-risk LTIs; max payouts capped at 200%; clawback; no hedging; no tax gross-ups; no employment contracts .
Board/Director Compensation
- Turner receives no additional compensation for Board service (executive director) .
Performance & Track Record
- 2024 strategic execution: Completed Dune Express; acquired Hi-Crush; increased dividends in Q2–Q4; authorized $200MM buyback .
- 2024 shareholder return: TSR of 34.6% (outperformed OSX) .
- Pay-versus-performance disclosure highlights: PSU metrics focus on relative TSR and ROCE; compensation actually paid framework per SEC rules (table includes PEO calculations for 2024 including Turner) .
Equity Award Vesting Schedules (Turner)
| Award | Grant Date | Vesting Dates | Units per tranche | Notes |
|---|---|---|---|---|
| RSUs | 3/22/2024 | Mar 22, 2025; Mar 22, 2026; Mar 22, 2027 | 85,744 total; ratable in thirds | Time-based; dividend equivalents accrue and pay on vest |
| PSUs | 3/22/2024 | End of 3-year performance period | 85,744 target; 171,488 max | Based on relative TSR and ROCE; 3-year cliff |
| RSUs | 3/13/2023 | Annually over 3 years | 30,556 unvested as of 12/31/24 | Time-based |
| PSUs | 3/13/2023 | End of 3-year performance period | 91,666 unearned as of 12/31/24 | Performance-based |
Board Service: Dual-role Implications
- Turner is CEO and a director; he does not sit on independent committees, while oversight is provided by independent directors and an Executive Chairman structure post-March 2024 .
- This separation mitigates combined-CEO/Chair risks, though the Chair remains an executive (Bud Brigham), placing a premium on strong independent committee leadership .
Related Party Transactions and Risk Indicators
- The 8-K electing Turner affirms no Item 404(a) related party transactions involving Turner and no additional director compensation; no family relationships disclosed .
- Hedging prohibited; pledging restricted; clawback policy in place; no employment agreements; no excise tax gross-ups .
Investment Implications
- Pay-for-performance alignment: High LTI mix with PSUs tied primarily to relative TSR and ROCE aligns realized pay with shareholder outcomes; 2024 STI paid at 73.3% of target, reflecting measured performance recognition .
- Retention and M&A dynamics: Robust CIC protection (3x salary+target bonus plus equity acceleration) supports retention but creates meaningful golden-parachute exposure in a sale scenario; non-CIC severance at 2x also material .
- Selling pressure watch: Annual RSU vesting each March (plus any 2023 grants still vesting) may drive periodic sell-to-cover activity, modestly increasing supply around vest dates .
- Alignment and skin-in-the-game: Turner holds ~1.29% of shares outstanding as of March 18, 2025, with substantial unvested equity; anti-hedging and strict pledging limits further support alignment .
- Governance: CEO-director structure with an Executive Chairman requires strong independent oversight; current framework relies on committee independence and periodic leadership structure review .
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