Sergei Krylov
About Sergei Krylov
Sergei Krylov (age 47) has served on Dawson Geophysical’s Board since January 10, 2022. He brings 20+ years in energy finance and operations, currently as Investment Partner and Chief Financial Officer at Wilks Brothers, LLC; prior roles include EVP/CFO and later President & CEO of Approach Resources Inc. (2014–2020) and Managing Director in Energy Investment Banking at J.P. Morgan Securities (2000–2013). He holds a B.B.A. in Finance from Pace University. He is not classified as an independent director by the Board; he chairs the Nominating Committee under Nasdaq “controlled company” exemptions due to Wilks Parties’ ~80% voting control .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Approach Resources Inc. (NASDAQ) | EVP & CFO; later President & CEO | 2014–2020 | Led finance and later corporate leadership; executed M&A/capital markets/restructurings |
| J.P. Morgan Securities LLC (Energy IB) | Managing Director | 2000–2013 | Executed numerous M&A, capital markets offerings, and restructurings |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wilks Brothers, LLC (controlling shareholder of DWSN) | Investment Partner & Chief Financial Officer | Current | Key interlock with DWSN’s controller (Wilks Parties ~79.59% of voting power as of 4/29/2025) |
Board Governance
- Board and committees activity/attendance (2024):
- Board met 5x; Audit 4x; Compensation 1x; Nominating 0x. Each director attended ≥75% of Board and committee meetings .
- All directors attended the 2024 annual meeting .
- Committee assignments (2024):
- Nominating Committee: Sergei Krylov (Chair), Matthew Wilks (non-independent under controlled company exemption) .
- Audit Committee: Albert Conly (Chair), Bruce Bradley, Jose Carlos Fernandes (all independent; Conly designated audit committee financial expert) .
- Compensation Committee: Bruce Bradley (Chair), Albert Conly (both independent) .
- Independence/Structure:
- Controlled company under Nasdaq rules; Wilks Parties held ~80% of voting power. Company relies on exemptions (e.g., non-independent nominating committee). Board determined Bradley, Conly, and Fernandes are independent; Krylov is not listed as independent .
Fixed Compensation
Director pay framework and 2024 actuals.
| Component | Amount/Detail | Source |
|---|---|---|
| Annual non-employee director compensation | $125,000 (paid quarterly in cash or stock) | |
| Audit Committee member fee | $18,000 per year (additional) | |
| Audit Committee chair fee | $24,000 per year (additional) | |
| Compensation Committee member fee | $6,000 per year (additional) | |
| Nominating Committee fee | Not specified (no fee disclosed) |
| Director (2024) | Cash Fees ($) | Stock Awards ($) | Option Awards | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Sergei Krylov | 93,750 | 31,250 | — | — | 125,000 |
Notes:
- Chairman Matthew Wilks declined any compensation in 2024 .
Performance Compensation
| Incentive Type | Performance Metrics | Vesting/Structure | Amount (2024) |
|---|---|---|---|
| Equity retainer (stock awards for directors) | None disclosed for directors (no performance metrics indicated) | Quarterly compensation may be paid in cash or stock; no option awards to directors disclosed for 2024 | $31,250 (Krylov) |
No director options or performance-conditioned director equity were disclosed for 2024; recognized director stock award expense reflects ASC 718 accounting, not necessarily performance vesting .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Considerations | Status |
|---|---|---|---|---|
| Wilks Brothers, LLC (controller) | Investment Partner & CFO | N/A | Material interlock: Krylov is an officer of the controlling shareholder while chairing DWSN’s Nominating Committee; company uses controlled company exemptions | Current |
| Other current public company boards | None disclosed in biography | N/A | N/A | Not disclosed |
Expertise & Qualifications
- Board’s rationale: “significant knowledge of the oil and gas industry acquired during his time as CFO of Wilks Brothers, LLC, as CEO of Approach Resources Inc., and while a Managing Director of J.P. Morgan Securities LLC.”
- Education: B.B.A. in Finance, Pace University
- Functional strengths: energy finance, M&A/capital markets, restructuring experience
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Sergei Krylov | 19,165 | * (<1%) | Personal holdings per proxy table |
| Wilks Brothers, LLC (5% holder) | 24,659,095 | 79.59% | Schedule 13D/A filed jointly by M.D. Wilks, S. Krylov, D. Wilks, S. Wilks, Wilks Brothers, F. Wilks, WB Acquisitions; shared voting/dispositive power among filers |
Policy controls:
- Directors and officers are prohibited from short-selling, hedging, and pledging company stock .
Insider filings (compliance):
| Filing | Date | Note |
|---|---|---|
| Form 4 (Krylov) | Oct 4, 2024 | Filed one day late (along with filings for other directors) |
Related-Party Transactions (Wilks Affiliates)
| Year | Expense Type | Amount ($) | Related-Party Revenue ($) | Period-End Related-Party A/P ($) |
|---|---|---|---|---|
| 2024 | Hauling charges; entertainment; merger expenses | 187,000; 9,000; 6,000 | 30,000 | 26,000 |
| 2023 | Hauling charges | ~120,000 | ~10,000 | ~11,000 |
Counterparty group: various companies commonly controlled by Wilks Brothers, LLC, DWSN’s controlling shareholder .
Governance Assessment
-
Board effectiveness and structure
- Positive: Audit and Compensation Committees are fully independent; an audit committee financial expert is designated (Conly) .
- Concern: Company is a Nasdaq “controlled company” (Wilks Parties ~80% voting power). The Nominating Committee is not composed of independent directors and is chaired by Krylov, who is an officer of the controller—heightening conflicts risk in board refreshment and nominations .
-
Independence and potential conflicts
- Krylov is not classified as independent; serves concurrently as CFO of Wilks Brothers, LLC (controller) and chairs DWSN’s Nominating Committee—significant interlock and potential conflict around director selection .
- Related-party transactions with Wilks-controlled entities persisted in 2023–2024 (hauling/entertainment/merger expenses), though dollar amounts are modest for the size of the controller’s stake—ongoing monitoring warranted .
-
Attendance and engagement
- Each director attended ≥75% of meetings; all directors attended the 2024 annual meeting. Nominating Committee held 0 meetings in 2024 (process transparency/board refresh cadence should be monitored) .
-
Compensation alignment (director)
- Krylov’s 2024 compensation totaled $125,000, with $93,750 cash and $31,250 stock; no option awards or performance-conditioned equity disclosed. Compensation is modest and primarily fixed, with equity retainer available, but no performance linkage for directors .
-
Ownership alignment
- Personal ownership is limited (19,165 shares; <1%), but Krylov is a joint filer on the controller’s 13D group with shared voting/dispositive power among filers—indicating alignment with the controlling shareholder rather than minority shareholders .
-
Compliance and risk indicators
- Late Section 16 filings: Krylov’s Form 4 was filed one day late on Oct 4, 2024 (minor compliance lapse) .
- Hedging/pledging prohibitions are in place for directors/officers (good practice) .
RED FLAGS: Controlled company governance (non-independent nominating committee chaired by a controller-affiliated officer); ongoing related-party transactions with controller affiliates; limited personal ownership; late Section 16 filing in 2024 .