Matthew Wilks
About Matthew Wilks
Matthew D. Wilks (age 42) is Chairman of the Board at Dawson Geophysical and has served as a director since January 10, 2022. He is Executive Chairman of ProFrac Holdings Corp.; previously served as President (since Oct 2018) and CFO (since May 2017) of ProFrac Holdings, LLC, and is Vice President of Investments at Wilks Brothers, LLC (since Jan 2012). Prior roles include Vice President of Logistics at FTSI (2010–2012) and director at Approach Resources, Inc. Not classified as an independent director by Dawson’s Board under Nasdaq rules; only Bradley, Conly, and Fernandes are deemed independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FTSI | Vice President of Logistics | 2010–2012 | Operations/logistics leadership |
| ProFrac Holdings, LLC | Chief Financial Officer | Since May 2017 | Finance leadership in oilfield services |
| Approach Resources, Inc. | Director | Prior (date not specified) | E&P board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ProFrac Holdings Corp. | Executive Chairman | Current | Oversight of public oilfield services company |
| ProFrac Holdings, LLC | President | Since Oct 2018 | Operating leadership |
| Wilks Brothers, LLC | Vice President of Investments | Since Jan 2012 | Affiliated with DWSN controlling shareholder |
Board Governance
- Independence: Board determined Bradley, Conly, and Fernandes are independent; Wilks is not listed as independent .
- Controlled company: Wilks Brothers group owns ~80% voting power; Dawson relies on Nasdaq controlled-company exemptions .
- Committees and Chair roles:
- Audit Committee: Bradley, Conly (Chair), Fernandes; all independent; Conly designated “audit committee financial expert” .
- Compensation Committee: Bradley (Chair), Conly; independent .
- Nominating Committee: Wilks and Krylov (Chair); not composed of independent directors under controlled-company exemption .
- Meetings/attendance: In 2024, Board met 5 times; Audit 4; Compensation 1; Nominating 0; all directors attended ≥75% of board and committee meetings; all directors attended the 2024 annual meeting .
| Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 5 | 5 |
| Audit Committee meetings | 4 | 4 |
| Compensation Committee meetings | 2 | 1 |
| Nominating Committee meetings | 0 | 0 |
| Matthew Wilks attendance | ≥75% | ≥75% |
Fixed Compensation
- Program: Non-employee directors receive $125,000 annualized (quarterly cash or stock), plus Audit Committee $18,000 (Chair $24,000), Compensation Committee $6,000; reimbursements < $10,000. Chairman Matthew Wilks declined any compensation in 2023 and 2024 .
| Component ($) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $0 | $0 |
| Stock Awards (ASC 718 expense) | $0 | $0 |
| Option Awards | $0 | $0 |
| All Other Compensation | $0 | $0 |
| Total | $0 | $0 |
Performance Compensation
- No performance metrics or incentive formulas are disclosed for director compensation; Wilks received no equity or option awards in 2023–2024 .
| Performance Metric | 2023 | 2024 |
|---|---|---|
| Director compensation performance metrics (e.g., TSR, revenue, ESG) | Not disclosed | Not disclosed |
| Equity/option awards to Wilks | None ($0) | None ($0) |
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Conflict Note |
|---|---|---|
| ProFrac Holdings Corp. | Executive Chairman | External public company leadership |
| Wilks Brothers, LLC | VP Investments | Affiliated with DWSN’s controlling shareholder (Wilks Parties ~80%); CFO Ian Shaw concurrently employed by Wilks Brothers |
| Approach Resources, Inc. | Former Director | Prior E&P board experience |
Expertise & Qualifications
- Leadership: Executive Chairman at ProFrac; long experience in oilfield services .
- Finance/Investments: CFO at ProFrac Holdings, LLC; VP Investments at Wilks Brothers .
- Operations: VP Logistics at FTSI .
- Industry: Energy services and E&P board exposure .
Equity Ownership
- Individual beneficial ownership for Wilks is <1%. Wilks Brothers, LLC (part of the “Wilks Parties” group including Matthew Wilks) holds majority control via Schedule 13D/A .
| Holder | Shares Outstanding | Beneficial Ownership (Shares) | % of Class |
|---|---|---|---|
| As of Apr 22, 2024 | 30,812,329 | — | — |
| Matthew Wilks (2024) | 30,812,329 | “-” (not listed) | <1% (“*”) |
| Wilks Brothers, LLC (2024) | 30,812,329 | 24,659,095 | 80.03% |
| As of Apr 29, 2025 | 30,984,162 | — | — |
| Matthew Wilks (2025) | 30,984,162 | “-” (not listed) | <1% (“*”) |
| Wilks Brothers, LLC (2025) | 30,984,162 | 24,659,095 | 79.59% |
| Note (13D/A group) | — | Filed jointly by Matthew D. Wilks et al. | Group filing indicates shared voting/dispositive power |
Governance Assessment
-
Strengths
- Audit and Compensation Committees composed of independent directors; Audit Committee includes an SEC-defined “financial expert” (Conly) .
- All directors (including Wilks) met ≥75% attendance thresholds; broad board engagement; full attendance at 2024 annual meeting .
- Chairman Wilks declined director compensation in 2023–2024, mitigating fee-related conflicts .
-
Risks and RED FLAGS
- Controlled company risk: Wilks Parties control ~80% voting power; Dawson relies on Nasdaq exemptions, which permit non-independent nominating and compensation selection processes .
- Nominating Committee not independent and chaired by Krylov with Wilks as a member, heightening entrenchment and interlock concerns .
- Related-party transactions with Wilks-affiliated companies (hauling and other services) indicate ongoing financial ties to controlling shareholder .
- CFO Ian Shaw concurrently employed by Wilks Brothers, creating a potential conflict in financial oversight and information flow to the controlling shareholder .
- Nominating Committee held zero meetings in 2024, an engagement/refreshment signal to monitor .
Related-Party Transactions ($)
| Category | 2023 | 2024 |
|---|---|---|
| Related-party expenses (hauling) | ~$120,000 | $187,000 |
| Related-party expenses (entertainment) | — | $9,000 |
| Related-party expenses (merger) | — | $6,000 |
| Related-party revenue | ~$10,000 | ~$30,000 |
| Related-party A/P (year-end) | ~$11,000 | ~$26,000 |
Implications: The combination of controlled-company status, non-independent nominating oversight, recurring related-party transactions, and dual employment of the CFO with the controlling shareholder are significant governance risk factors for minority investors and a potential overhang on investor confidence .