Ray Mays

About Ray Mays

Ray Mays, age 67, is Chief Operating Officer of Dawson Geophysical Company (DWSN). He joined Dawson in April 2023 via the Breckenridge Geophysical asset purchase and was appointed COO in November 2023, bringing domestic and international seismic operations experience from ExxonMobil, Halliburton, and CGG Veritas . Company pay-versus-performance disclosure shows cumulative TSR values of $69, $79, and $84 for a fixed $100 investment for 2024, 2023, and 2022, respectively, alongside net losses of $4.1 million, $12.1 million, and $18.6 million, framing the operating backdrop during his tenure . Dawson is a controlled company with ~80% voting power held by Wilks parties, which influences governance exemptions and committee independence .

Past Roles

External Roles

• No public company board roles or external directorships disclosed for Ray Mays .

Fixed Compensation

Performance Compensation

Annual Cash Bonus Framework

Time-Based RSU Grants

No options or PSUs were outstanding as of Dec 31, 2024 for named executive officers .

Equity Ownership & Alignment

Employment Terms

• Agreement: Two-year term commencing Nov 20, 2023; automatic annual renewals unless non-renewal notice given ≥60 days before term end .
• Base Salary: $320,000 annually; annual bonus eligibility based on Board/Compensation Committee metrics .
• Severance (non-CIC): If terminated without cause, for good reason, or due to disability, Ray Mays receives (i) severance equal to then-current base salary (aggregate), (ii) any earned but unpaid performance bonus for the prior period, (iii) lump-sum COBRA cost for 18 months, and (iv) prorated bonus (if termination occurs >4 months into the year), subject to release .
• Change-in-Control (double-trigger): If termination without cause or for good reason occurs within 12 months following a change in control, Mr. Mays receives 2x the amounts in clauses (i), (iii), and (iv) above, plus accelerated vesting/exercisability of outstanding awards per plan/employment terms .
• Restrictive Covenants: Confidentiality, non-disparagement, non-solicitation, intellectual property assignment; non-compete not specified .
• Insider Policy: No short-selling, options speculation, hedging, or pledging of company stock .

Governance and Oversight Context

• Controlled Company: Wilks parties beneficially own ~79.6% of voting power; Dawson relies on Nasdaq controlled-company exemptions, with Nominating Committee not fully independent .
• Compensation Committee: Bruce Bradley (Chair) and Albert Conly; mandate to ensure competitive pay to motivate and retain talent .
• Section 16 Compliance: Company noted late Form 3 filings in 2024 for several insiders, including Ray Mays; limited governance flag but subsequently addressed .

Performance & Track Record

• Operational Background: Significant seismic operations experience, including remote and challenging terrains; assumed COO amid leadership transition in Nov 2023 .
• Related Parties: Company incurred related-party expenses and revenues with Wilks-affiliated entities; not specifically tied to Mays but relevant for governance risk context .

Compensation Structure Analysis

• Mix Shift: 2024 compensation for Mays was entirely cash-based with no bonus paid and no equity awards as of year-end; a sizable time-based RSU grant occurred in Oct 2025, shifting mix toward equity vesting over three years .
• At-Risk Pay: Annual bonus framework exists but lacked disclosed metrics or payout for 2024; implies discretion vs. formulaic targets .
• Option Awards: None outstanding as of Dec 31, 2024—no option-based leverage or repricing risk indicated .
• Clawbacks/Ownership Guidelines: Not disclosed; insider policy forbids hedging/pledging, supporting alignment .

Equity Ownership & Alignment Details

Employment Contracts, Severance, and Change-of-Control Economics

Risk Indicators & Red Flags

• Hedging/Pledging: Prohibited—positive alignment signal .
• Controlled Company Governance: Exemptions from certain Nasdaq independence requirements; Nominating Committee not fully independent—oversight consideration .
• Late Section 16 Filings: Form 3 late for Mays in 2024; minor compliance lapse .
• Related Party Transactions: Recurring transactions with Wilks-affiliated entities; governance sensitivity .

Say-on-Pay & Shareholder Feedback

• 2025 Advisory Vote on NEO Compensation: Proposed for shareholder approval; specific prior approval percentages not disclosed .

Compensation Committee Analysis

• Members: Bradley (Chair), Conly; independent per Nasdaq/SEC standards .
• Charter and Process: Written charter; focus on competitive pay to motivate/retain executives .

Investment Implications

• Alignment: As of Apr 29, 2025, Mays held no common shares; the Oct 2025 grant of 100,000 time-based RSUs introduces multi-year vesting that could reduce near-term selling pressure but does not tie payouts to performance metrics—limited pay-for-performance linkage unless future PSUs are used .
• Retention Risk: Employment agreement provides meaningful severance and double-trigger CIC protections; RSU vesting over three years supports retention, while bonus metrics remain undisclosed, implying discretion rather than formulaic targets .
• Trading Signals: No options or equity held as of year-end 2024, and hedging/pledging prohibited; insider selling pressure appears low until RSU tranches begin vesting in 2026–2028, after which vesting could coincide with liquidity events depending on individual needs .
• Governance Context: Controlled-company status and related-party transactions warrant ongoing monitoring of compensation oversight, independence, and potential conflicts; late insider filings are a minor flag but do not indicate selling activity .