Bruce Bradley
About Bruce Bradley
Bruce F. Bradley (age 67) is an independent director of Dawson Geophysical Company, appointed to the Board on January 10, 2022. He is President and Founder of Castleton Holdings, LLC, a privately held real estate investment firm established in 1993, with more than 30 years in commercial real estate; he holds a B.A. in Economics from the University of Nevada Las Vegas . The Board has determined Mr. Bradley qualifies as “independent” under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Castleton Holdings, LLC | President & Founder | 1993–present | Managing principal and chief investment strategist; leads legal/financial structuring, debt/equity relationships, asset management, leasing, sales |
| Commercial brokerage and development companies | Senior management roles | Prior to 1993 | Leadership experience in brokerage and development |
External Roles
| Organization | Role | Nature | Notes |
|---|---|---|---|
| Castleton Holdings, LLC | President & Founder | Private real estate investment | Responsible for investment strategy, deal flow, and asset oversight |
| Other public company directorships | None disclosed | — | No other public boards listed in biography |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair; not on Nominating (which is composed of Wilks and Krylov) .
- Independence: Board determined Bradley is independent under Nasdaq standards; Audit and Compensation Committees are composed of independent directors; Nominating Committee is non‑independent under controlled company exemptions .
- Attendance and engagement: In 2024 the Board held 5 meetings; Audit 4; Compensation 1; each director attended at least 75% of the Board and applicable committee meetings .
- Controlled company context: Wilks Parties beneficially own ~80% (24,659,095 shares) and DWSN relies on Nasdaq controlled company exemptions (e.g., non‑independent Nominating Committee) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director retainer (program) | $125,000 | Quarterly payments in cash or stock (~$31,250 per quarter) |
| Audit Committee member fee (program) | $18,000 | Quarterly cash ~$4,500 |
| Audit Committee chair fee (program) | $24,000 | Quarterly cash ~$6,000; not applicable to Bradley (Conly is Chair) |
| Compensation Committee member fee (program) | $6,000 | Quarterly cash $1,500; Bradley is Chair, program does not specify separate chair premium |
| 2024 Fees Earned or Paid in Cash (Bradley) | $117,750 | Mix of cash and stock (see below) |
| 2024 Stock Awards (Bradley) | $31,250 | ASC 718 expense recognition for stock awards |
| 2024 Total Compensation (Bradley) | $149,000 | Sum of cash and stock |
Performance Compensation
| Element | Disclosed for Directors | Notes |
|---|---|---|
| Options | None | No option awards to directors in 2024 |
| Performance-based equity | None | Director compensation program is retainers and committee fees; stock awards are time-based; no performance metrics disclosed for directors |
| Performance metrics | Not applicable | No director performance metrics tied to compensation disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Bradley in DWSN proxy |
| Board interlocks at DWSN | Controlled company; Nominating Committee (Wilks, Krylov) is non‑independent; Bradley not on Nominating |
| Potential conflicts via related parties | Company recorded related‑party expenses/revenues with entities commonly controlled by Wilks Brothers, LLC (hauling, entertainment, merger expenses; $187k expenses, $30k revenue in 2024) |
Expertise & Qualifications
- More than 30 years of commercial real estate leadership with emphasis on investment strategy and legal/financial structuring .
- B.A. in Economics (University of Nevada Las Vegas) .
- Identified by the Board for experience in management and investment/corporate strategies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Bruce Bradley | 19,165 | <1% (*) | As of April 29, 2025; out of 30,984,162 shares outstanding |
| Policies on hedging/pledging | Prohibited for directors/executives | Company bans short‑selling, hedging, and pledging of company stock |
Insider Trades and Compliance
| Item | Date | Note |
|---|---|---|
| Late Section 16(a) Form 4 filing (Bradley) | October 4, 2024 | Filed one day late (minor compliance lapse); specific trade details not provided in proxy |
Governance Assessment
-
Strengths:
- Independent director with relevant financial/structuring expertise; chairs the Compensation Committee and serves on Audit, supporting board effectiveness in key oversight areas .
- Attendance at least 75% across Board/committee meetings indicates baseline engagement; equity component in director pay provides some alignment .
- Explicit prohibition on hedging/pledging reduces misalignment risk .
-
Concerns in a controlled company context:
- Nominating Committee is non‑independent under Nasdaq exemptions; concentrated control by Wilks Parties may limit independent influence on board composition and strategic oversight .
- Related‑party transactions with Wilks‑controlled entities present ongoing conflict‑of‑interest exposure; robust Audit Committee oversight is critical .
- Bradley’s ownership is modest (19,165 shares), which limits “skin‑in‑the‑game” despite equity retainers .
-
Signals:
- Compensation Committee chaired by an independent director is positive, but absence of disclosed independent compensation consultant and performance metrics for director pay reduces transparency; focus remains on fixed retainers and time‑based stock .
- Minor late Form 4 is a small red flag; monitor for recurrence .
RED FLAGS: Non‑independent Nominating Committee under controlled company status ; ongoing related‑party transactions with Wilks‑affiliated companies ; minor Section 16(a) late filing (Bradley, Oct 4, 2024) .