Jose Carlos Fernandes
About Jose Carlos Fernandes
Jose Carlos Fernandes is an independent director of Dawson Geophysical Company (DWSN). He was appointed to the Board on April 12, 2022, is 59 years old, and holds a B.A. in Economics from the University of Maryland . He is CEO and President of Chevy Chase Contractors, Inc. and Managing Partner of Reed Investments, LLC, bringing small-business leadership and operational experience to DWSN’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevy Chase Construction, Inc. | Vice President | Jul 1988 – Dec 1999 | Senior operational leadership in private construction |
| Chevy Chase Contractors, Inc. | Chief Executive Officer & President | Since Jan 2000 | Founder-led business leadership; operational expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chevy Chase Contractors, Inc. | CEO & President | Since Jan 2000 | Private concrete contractor in Baltimore, MD |
| Reed Investments, LLC | Managing Partner | Not disclosed | Private investment role |
Board Governance
- Committee assignments: Audit Committee member (Chair: Albert Conly); not a member of the Compensation Committee; Nominating Committee members are Wilks and Krylov (Chair) and are not independent under Nasdaq’s controlled company exemptions .
- Independence: The Board determined Fernandes is independent under Nasdaq rules; Audit and Compensation Committees comprise independent directors .
- Attendance: In 2024, the Board met 5 times; Audit Committee 4; Compensation Committee 1; Nominating Committee 0. Each director attended at least 75% of Board and committee meetings on which they served .
- Audit Committee report affirms oversight of financial reporting and auditor independence; the committee recommended inclusion of 2024 financials in the 10-K .
| Board & Committee Meetings (2024) | Count |
|---|---|
| Board of Directors | 5 |
| Audit Committee | 4 |
| Compensation Committee | 1 |
| Nominating Committee | 0 |
| Fernandes attendance | ≥75% |
Fixed Compensation
Program structure (annualized):
- Non‑employee director retainer: $125,000, payable quarterly in cash or stock (approx. $31,250 per quarter) .
- Audit Committee member fee: $18,000; Audit Committee Chair fee: $24,000 .
- Compensation Committee member fee: $6,000 .
- Chairman of the Board declined compensation in 2024 .
| Compensation Program (Annualized) | 2023 | 2024 |
|---|---|---|
| Non-employee director retainer | $125,000 | $125,000 |
| Audit Committee member fee | $18,000 | $18,000 |
| Audit Committee chair fee | $24,000 | $24,000 |
| Compensation Committee member fee | $6,000 | $6,000 |
Jose Carlos Fernandes – actual director compensation:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $174,250 | $111,750 |
| Stock Awards (ASC 718 expense) | $0 | $31,250 |
| Option Awards | $0 | $0 |
| All Other Compensation | $0 | $0 |
| Total | $174,250 | $143,000 |
Notes:
- 2024 mix indicates cash plus one quarterly stock payment (~$31,250), consistent with “cash or stock” quarterly retainer policy .
Performance Compensation
- No director options or performance-based awards disclosed; director equity reflects quarterly stock retainer elections rather than performance-linked metrics .
| Equity Elements | 2023 | 2024 |
|---|---|---|
| Stock Awards recognized (ASC 718) | $0 | $31,250 |
| Option Awards | $0 | $0 |
| Performance metrics tied to director comp | Not disclosed | Not disclosed |
Other Directorships & Interlocks
- No public company directorships disclosed for Fernandes in DWSN’s proxy biography; current roles are private-company positions (Chevy Chase Contractors, Reed Investments) .
Expertise & Qualifications
- Economics degree (B.A., University of Maryland) .
- Founder-CEO experience in construction/services; long-tenured operator with small-business financial/operational oversight .
- Board rationale cites his “extensive knowledge of running a successful business” as a qualification for service .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Jose Carlos Fernandes | 19,165 | <1% (indicated “*”) |
Notes:
- Shares outstanding were 30,984,162 as of April 29, 2025 .
- No pledging or hedging disclosures specific to Fernandes; not disclosed in the proxy .
Governance Assessment
- Independence and committee work: Fernandes is an independent director and Audit Committee member, supporting financial oversight effectiveness. Audit Committee (independent) reviewed 2024 financials and recommended inclusion in the 10-K, indicating engagement in core assurance functions .
- Attendance and engagement: At least 75% attendance across Board/committees in 2024, meeting minimum governance expectations .
- Compensation alignment: Director pay is modest and primarily fixed retainer and committee fees; 2024 shows election of one quarterly stock payment, modestly improving alignment with shareholders relative to 2023 all-cash .
- Controlled company risk: DWSN is a controlled company (Wilks Parties ~79.59% voting power), invoking governance exemptions; the Nominating Committee is not independent—this is a structural governance risk that can limit minority shareholder influence on board composition (RED FLAG) .
- Related-party exposure: The company recorded related-party expenses and revenues with Wilks-affiliated entities (hauling, entertainment, merger fees), monitored under Code of Ethics and Audit Committee oversight; no Fernandes-specific related-party transactions disclosed (risk mitigated but systemic exposure exists) .
- Shareholder sentiment: 2025 say-on-pay passed (For: 23,655,236; Against: 2,314,751; Abstain: 8,446; Broker non-votes: 1,720,528), indicating acceptable broad investor support for compensation practices .
RED FLAGS
- Controlled company status with non‑independent Nominating Committee (board composition influence risk) .
- Ongoing related‑party transactions with controlling shareholder affiliates (monitoring required; potential conflict exposure) .
- Concentrated ownership (~79.59% voting power) reduces minority shareholder leverage in governance outcomes .
Signals supporting confidence
- Audit Committee independence and active oversight; Fernandes’ service on Audit strengthens financial governance .
- Satisfactory director attendance and modest, transparent director pay structure .
- Shareholder approval of say‑on‑pay in 2025 reinforces acceptance of compensation governance .