Albert Conly
About Albert Conly
Albert Conly, age 69, has served as an independent director of Dawson Geophysical since April 12, 2022. He is the Audit Committee Chair, a member of the Compensation Committee, and is designated by the Board as an “audit committee financial expert.” Conly is a Senior Managing Director in FTI Consulting’s Corporate Finance practice (since August 2002) and has led FTI’s energy practice since 2019; earlier roles include Partner at PwC, Managing Director in Bank of America’s corporate and investment bank, and five years of regulatory/compliance experience at the FDIC. He is a CPA with a B.B.A. in accounting from the University of Texas at Austin.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FTI Consulting (Corporate Finance) | Senior Managing Director; Head of Energy practice | Aug 2002–present; Energy practice lead since 2019 | Deep energy turnaround/finance expertise relevant to audit oversight |
| PricewaterhouseCoopers LLP | Partner | Not disclosed | Accounting/audit background supports audit committee leadership |
| Bank of America (Corp & Investment Bank) | Managing Director | Not disclosed | Capital markets/M&A experience useful for risk oversight |
| Federal Deposit Insurance Corporation (FDIC) | Regulatory/compliance work | Five years (dates not disclosed) | Regulatory perspective supports financial reporting rigor |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| FTI Consulting | Senior Managing Director; Head of Energy | 2002–present; Energy lead since 2019 | Ongoing external executive role (not a DWSN employee) |
Board Governance
- Independence status: The Board determined Conly is “independent” under Nasdaq rules; he also meets SEC independence standards for Audit and Compensation Committees. He is designated an “audit committee financial expert.”
- Committee assignments (2024): Audit Committee (Chair); Compensation Committee (Member).
- Meetings and attendance (2024): Board held 5 meetings; Audit 4; Compensation 1; Nominating 0. Each director attended at least 75% of Board and committee meetings on which they served.
- Controlled company structure: DWSN is a “controlled company” under Nasdaq, with ~80% voting power held by Wilks-affiliated entities; the Nominating Committee consists of non-independent directors pursuant to allowed exemptions. Governance implication: reduced independent oversight on nominations.
| Committee | Role | 2024 Meetings Held | Attendance Status |
|---|---|---|---|
| Board of Directors | Director | 5 | ≥75% for all directors (including Conly) |
| Audit Committee | Chair | 4 | ≥75% for all directors (including Conly) |
| Compensation Committee | Member | 1 | ≥75% for all directors (including Conly) |
Fixed Compensation
- Director compensation framework (2024): Annualized $125,000 (paid quarterly in cash or stock). Audit Committee members receive +$18,000; Audit Chair +$24,000; Compensation Committee members +$6,000.
- 2024 actuals for Conly: cash fees $123,750; stock awards $31,250; options $0; total $155,000.
| Director Compensation (2024) | Amount (USD) |
|---|---|
| Annualized base retainer | $125,000 |
| Audit Committee Chair fee | $24,000 |
| Compensation Committee member fee | $6,000 |
| Fees earned or paid in cash (Conly) | $123,750 |
| Stock awards recognized expense (Conly) | $31,250 |
| Option awards (Conly) | $0 |
| Total (Conly) | $155,000 |
Notes: Stock award amounts reflect expense recognized under ASC 718 for 2024.
Performance Compensation
- Structure: No performance-based metrics or option awards are disclosed for non-employee directors; compensation consists of cash retainers and stock awards.
| Performance Metric (Directors) | Weighting/Target | 2024 Outcome |
|---|---|---|
| None disclosed for director compensation | N/A | N/A |
Other Directorships & Interlocks
- The director biography for Mr. Conly in the 2025 and 2024 proxy statements lists employment/experience but does not disclose any other current public company directorships.
Expertise & Qualifications
- Audit/finance: CPA; former PwC partner; designated Audit Committee financial expert by the Board (SEC definition).
- Energy industry: Leads FTI’s energy practice (since 2019) with extensive sector exposure.
- Capital markets/regulatory: Former Bank of America MD and five years at the FDIC.
Equity Ownership
- Beneficial ownership (as of April 29, 2025): 19,165 shares; listed as “<1%” of outstanding; total company shares outstanding 30,984,162.
- Hedging/pledging: Company policy prohibits directors and officers from hedging or pledging Company stock.
| Ownership Detail | Value |
|---|---|
| Shares beneficially owned (Conly) | 19,165 |
| Percent of class | <1% (as denoted by “*”) |
| As-of date | April 29, 2025 |
| Hedging/pledging allowed? | No; prohibited by policy |
Insider filing compliance:
- Late filings noted by the Company: Form 3 inadvertently filed late during 2024; Form 4 filed one day late on Oct 4, 2024 (surname shown as “Conley” in disclosure).
| Filing | Date/Period | Note |
|---|---|---|
| Form 3 | 2024 | Inadvertently filed late (Company disclosure) |
| Form 4 | Oct 4, 2024 | Filed one day late (Company disclosure) |
Governance Assessment
-
Strengths
- Independent director and Audit Chair with designated “financial expert” status; deep accounting, restructuring, and energy domain experience support oversight of financial reporting and risk.
- Attendance at or above the Company’s 75% threshold for Board and committees in 2024; Board/Audit/Compensation met 5/4/1 times, respectively.
- Director pay mix includes equity; moderate total ($155,000) with transparent committee premia aligns with typical small-cap energy governance practices.
- Hedging and pledging prohibitions reduce alignment risk.
-
Risks and red flags
- Controlled company: ~80% voting power held by Wilks-affiliated entities; Nominating Committee is not independent, weakening independent influence on board composition. This places greater weight on Audit Chair independence and rigor.
- Related-party transactions with Wilks-affiliated entities (e.g., $187k hauling; $9k entertainment; $6k merger expenses; $30k revenue) increase perceived conflict risk; Audit Committee oversight is critical.
- Section 16 compliance lapses (late Form 3 and one late Form 4 in 2024) are minor but detract from best-practice optics; continued emphasis on timely filings warranted.
Overall read-through: Conly’s credentials and role as independent Audit Chair (and financial expert) are positives for investor confidence at a controlled company with related-party activity; maintaining robust audit oversight, continued strong attendance, and strict compliance hygiene (timely Section 16 filings) will remain key governance signals.