Robb Voyles
About Robb L. Voyles
Robb L. Voyles (age 67) is an independent director of Atlas Energy Solutions Inc. (AESI) and chairs the Audit Committee; the Board has designated him as the Audit Committee Financial Expert under SEC and NYSE standards . He joined the Board in March 2023 and is currently a mediator/arbitrator with JAMS; previously he served as EVP, Secretary and Chief Legal Officer of Halliburton (2014–2021) and interim CFO in 2017, and earlier was a senior partner and global chair of litigation at Baker Botts L.L.P.; he holds a J.D. from the University of Michigan and a BBA in accounting from the University of Dayton . The Board has determined he is independent under NYSE rules and Section 10A for audit committee purposes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Halliburton | EVP, Secretary & Chief Legal Officer; interim CFO (2017) | 2014–2021 | Led litigation, commercial law, M&A, IP, labor & employment, ethics/compliance; directed corporate governance, ERM, and ESG practices/reporting |
| Baker Botts L.L.P. | Senior Partner; Global Chair of Litigation | ~26 years prior to 2014 | Led global litigation practice |
| JAMS | Mediator, Arbitrator, Referee/Special Master | 2021–present | Neutral/ADR leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JAMS | Mediator, Arbitrator, Referee/Special Master | 2021–present | Largest private ADR provider; governance and dispute resolution expertise |
| Public company directorships | — | — | No current public company board roles disclosed in the proxy biography |
Board Governance
- Committee assignments: Chair, Audit Committee; members include Mark P. Mills and Gayle Burleson (all independent) . Audit Committee met 10 times in 2024 .
- Audit Committee Financial Expert: Board identifies Voyles as the committee’s “financial expert” under SEC rules .
- Independence: Board determined Voyles is independent (NYSE and Exchange Act Section 10A audit standards) .
- Attendance: In 2024 the Board held 4 regular and 7 special meetings; each director attended at least 75% of the meetings of the Board and committees on which they served .
- Executive sessions: Independent directors hold at least one executive session annually .
- Board structure context: Principal stockholders (led by Executive Chairman Ben “Bud” Brigham) retain director designation rights under the A&R Stockholders’ Agreement; at current ownership, up to four designees may be named, and at least one Brigham designee sits on each key committee (unless rules prohibit) .
Fixed Compensation (Director)
| Component | Annual Amount ($) | Notes |
|---|---|---|
| Base non-employee director retainer | 75,000 | Standard cash retainer approved for 2024 |
| Audit Committee Chair fee | 30,000 | Committee chair fee |
| Special Acquisition Committee fee (Hi-Crush deal) | 5,000 | One-time committee service fee; Voyles received this amount |
| Cash fees actually paid in 2024 (Voyles) | 110,000 | Sum aligns with retainer + chair + special committee |
Performance Compensation (Director)
| Equity Type | Annual Target/Grant Value ($) | Grant Details | Outstanding as of 12/31/24 |
|---|---|---|---|
| RSUs (non-employee director annual award) | 145,000 | Annual RSU grant under LTIP to align with shareholders; service-based vesting (director program) | 6,866 RSUs outstanding (Voyles) |
| Options/PSUs | — | Company states it did not grant options in 2024; director awards are RSUs (no performance metrics) | — |
No director performance metrics apply to RSUs; awards are service-based to align director incentives with shareholder outcomes .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Voyles in the proxy biography |
| Committee interlocks | Company discloses no compensation committee interlocks or insider participation; no reciprocal executive/director roles cited |
Expertise & Qualifications
- Financial expertise: Identified as Audit Committee Financial Expert; prior interim CFO at Halliburton .
- Governance/ERM/ESG: Directed Halliburton’s corporate governance, enterprise risk management program, and ESG design/practices/reporting .
- Legal and compliance: Former global chair of litigation at Baker Botts; led legal, ethics, and compliance functions at Halliburton .
- Education: J.D., University of Michigan Law School; BBA in accounting, University of Dayton .
- Independence: NYSE and Section 10A audit independence affirmed .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 14,922 shares (less than 1%) |
| Shares outstanding (reference) | 123,578,181 as of 3/18/2025 |
| Ownership as % of outstanding | ~0.012% (14,922 / 123,578,181) |
| Unvested RSUs outstanding | 6,866 RSUs as of 12/31/2024 |
| Pledged shares | No pledging disclosed for Voyles (pledge footnotes provided for Brigham and Turner; none for Voyles) |
| Hedging/Pledging policy | Hedging prohibited; pledging capped at 15% of market value for covered persons |
Governance Assessment
-
Positives/signals
- Independent Audit Chair and SEC-designated financial expert; committee met 10x in 2024, indicating active oversight .
- Strong governance background (CLO/ERM/ESG leadership) enhances audit, compliance, and risk oversight effectiveness .
- Attendance: Board reports all directors met 75%+ threshold; indicates engagement .
- Director pay mix emphasizes equity (approx. 57% equity in 2024: $145k of $255k total) aligning interests with shareholders .
- As Audit Chair, oversees related-party transactions under a formal RPT policy, an important safeguard given disclosed insider relationships elsewhere on the board (e.g., Sealy & Smith Foundation arrangements) .
-
Watch items/RED FLAGS to monitor
- Concentrated influence: A&R Stockholders’ Agreement grants the Executive Chairman designation rights and requires placement of at least one designee on key committees (subject to rules), which can constrain board independence dynamics; continued vigilance from independent chairs (incl. Audit) is warranted .
- Company allows limited pledging (up to 15%); while no pledge is disclosed for Voyles, policy tolerance bears monitoring for alignment risk across insiders .
-
Related-party transactions (context)
- Multiple RPTs involve entities affiliated with the Executive Chairman and a large shareholder represented on the Board (Sealy & Smith); Audit Committee (chaired by Voyles) is responsible for pre-approval/oversight per policy .
Director Compensation (Voyles) – 2024 Detail
| Item | Amount ($) |
|---|---|
| Fees earned or paid in cash | 110,000 |
| Stock awards (RSUs, grant date fair value) | 145,000 |
| Total | 255,000 |
| RSUs outstanding at 12/31/24 (units) | 6,866 |
Say-on-Pay & Shareholder Feedback (Context)
- The 2025 proxy includes a Say-on-Frequency proposal; Board recommends annual votes. AESI has not yet held a Say-on-Pay vote due to timing of going public; the first Say-on-Pay will be no later than the third anniversary of the initial sale of shares, with frequency targeted to one year .
Notes on Role Effectiveness
- As Audit Chair and financial expert, Voyles’ background (CFO experience, CLO/ERM/ESG leadership, litigation expertise) aligns with AESI’s oversight needs during M&A (Hi-Crush acquisition) and infrastructure scale-up (Dune Express), as evidenced by service on a Special Acquisition Committee in 2024 .