Evan R. Farber
FLOTEK INDUSTRIES INC/CN/About Evan R. Farber
Evan R. Farber is an independent director of Flotek Industries (FTK) since October 2022. He serves as General Counsel of The Cranemere Group and previously held senior legal roles at The Advisory Board Company and Hogan & Hartson (now Hogan Lovells). He is 52 years old, holds a J.D. from The George Washington University Law School and a B.A. from SUNY Binghamton, and brings deep governance, transformational change, and risk management expertise to FTK’s board . The Board has determined he is independent under NYSE/SEC standards and appointed him under ProFrac’s director designation rights with an explicit independence requirement .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Cranemere Group | General Counsel | Mar 2019 – Present | Current role |
| NorthStar Anesthesia (Cranemere operating company) | Acting General Counsel | Jul 2018 – Mar 2019 | |
| The Advisory Board Company (NASDAQ: ABCO) | Chief Legal Officer | Sep 2015 – Apr 2018 | |
| The Advisory Board Company (NASDAQ: ABCO) | General Counsel | Oct 2007 – Sep 2015 | |
| Hogan & Hartson LLP (now Hogan Lovells US LLP) | Partner | Not disclosed |
External Roles
| Organization | Role | Focus/Impact |
|---|---|---|
| Children’s Law Center | Emeritus Board | Non‑profit governance |
| Concord Hill School | Board of Trustees | Education governance |
Board Governance
- Committee assignments (2024-2025): Chair, Corporate Governance & Nominating; Member, Audit; Member, Compensation; Member, Risk & Sustainability .
- Board leadership: Non‑Executive Chairman is Harsha V. Agadi; CEO is not Chair (separated roles since 2023) .
- Independence: Board deems Farber independent (NYSE/SEC standards) .
- Attendance and engagement: In 2024, Board met 7 times; Audit 5; Compensation 8; Governance 4; Risk 2. All directors other than Mr. Wilks attended at least 75% of Board and committee meetings .
- Special Committee service (related‑party oversight): Member of a Special Committee of disinterested, independent directors (Agadi, Farber, Fucci, Mayr; Nierenberg until May 24, 2024) formed in Aug 2023 to evaluate ProFrac‑related transactions; met 16 times (Oct 2024–Apr 2025), retained independent counsel (King & Spalding) and Lazard for a fairness opinion, and oversaw a $105M transaction (assets, $40M secured note at 10% interest, 6.0M‑share warrant at $0.0001) with ProFrac affiliates .
Fixed Compensation (Director)
- Structure (effective 2024 unless noted):
- Annual Board retainer: $52,000 (cash, or elect in stock)
- Non‑Executive Chairman retainer: $80,000 (increased from $60,000 effective Oct 30, 2024)
- Committee chair retainers: Audit $32,000; Compensation $20,000; Governance $16,000; Risk $16,000
- Committee member retainers: Audit $8,000; Compensation $8,000; Governance $4,000; Risk $4,000
- Meeting fees: None
| 2024 Director Compensation (Farber) | Amount |
|---|---|
| Cash fees earned/paid | $100,500 |
| Stock awards (grant‑date fair value) | $100,000 |
| Total | $200,500 |
Notes: Annual director equity awards vest on the one‑year anniversary or the next annual meeting (if at least 50 weeks after grant). Directors may elect to receive the annual retainer in stock .
Performance Compensation (Director)
- Equity structure and vesting: Standard annual restricted stock award of $100,000 fair value; time‑based vesting as above; no director performance metrics disclosed for vesting .
- Clawback policy (executive compensation context): The Company maintains a clawback policy for erroneously awarded incentive‑based compensation (Dodd‑Frank/NYSE compliant). This applies to executive officers; no director‑specific performance clawback is disclosed .
Other Directorships & Interlocks
- Current public company directorships (Farber): None disclosed .
- Appointment rights/interlocks: Farber was appointed under ProFrac’s designation rights in the 2022 SPA; at least three of four ProFrac‑designated directors must be independent and eligible for Audit/Compensation committees . Matthew D. Wilks (Executive Chairman & President of ProFrac) also serves on FTK’s Board, creating an interlock exposure that is mitigated by Special Committee processes for related‑party matters .
Expertise & Qualifications
- Legal and governance: General Counsel experience (Cranemere; Advisory Board Company); partner at a major law firm; board governance and risk management expertise highlighted by FTK .
- Education: J.D., The George Washington University Law School; B.A., SUNY Binghamton .
- Board qualification summary (FTK): Brings transformational change, corporate governance, and risk management expertise; independent director .
Equity Ownership
| Ownership Detail | Amount | Date |
|---|---|---|
| Beneficial ownership (Farber) | 54,501 shares (<1%) | Mar 20, 2025 |
| Beneficial ownership (Farber) | 60,895 shares (<1%) | May 19, 2025 |
| Unvested director stock awards outstanding (Farber) | 22,173 units | Dec 31, 2024 |
| Shares pledged as collateral | None | As of May 19, 2025 |
- Ownership guidelines: Directors must hold FTK stock equal to at least 5x the annual director cash retainer; all directors were in compliance or within the five‑year grace period as of Dec 31, 2024 .
- Anti‑hedging/pledging policy: Company has an Insider Trading Policy; none of the current executive officers or directors have pledged shares .
Governance Assessment
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Strengths:
- Independence and committee leadership: Farber is independent, chairs the Governance Committee, and serves on Audit, Compensation, and Risk, aligning with best‑practice board structures .
- Active related‑party oversight: As a member of the Special Committee, he oversaw extensive ProFrac‑related transactions with 16 meetings, independent advisors (King & Spalding; Lazard), and a fairness opinion; Mr. Wilks (ProFrac) abstained from Board deliberations, evidencing procedural rigor .
- Shareholder support: 2025 say‑on‑pay passed (22,375,059 For vs 190,354 Against) and Farber was re‑elected with 22,285,371 For vs 269,309 Against, supporting board credibility .
-
Watch items / potential conflicts:
- ProFrac control and recurring related‑party transactions (e.g., long‑term supply agreement; contract shortfall fees; warrants; 2025 asset acquisition/warrant/note package) increase perceived conflict risk; however, FTK used disinterested directors, special committee structures, and abstentions to mitigate .
- Concentration risk: ProFrac and affiliates beneficially owned ~53.83% as of May 19, 2025 (potential to rise to ~61.11% if 6.0M warrant shares counted), underscoring the importance of robust independent director oversight .
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Board effectiveness indicators:
- Attendance at/above threshold (≥75%) for all directors except Mr. Wilks in 2024; Farber’s multi‑committee service and Governance Committee leadership indicate high engagement .
- Compensation Committee independence and use of independent consultant (Pay Governance) in 2023–2024 support pay governance quality .
Related-Party Exposure Context (Board Oversight Signal)
- 2025 ProFrac transactions supervised by Special Committee: $105M consideration comprising (i) offset of $17.6M 2024 order shortfall payable to FTK, (ii) 6.0M‑share warrant at $0.0001, (iii) $40M secured note at 10% interest (potential step up to 13% under defined triggers), and (iv) offsets against potential future order shortfall payments; stockholder approval required under NYSE rules for warrant exercise due to related party/20% thresholds .
- Prior ProFrac arrangements: Long‑term supply agreement (amended to 70% requirements over a 10‑year term); contract shortfall fees recognized: $20.1M (2023) and $32.4M (2024); various warrant/pre‑funded warrant issuances; reviewed/approved by disinterested directors with recusal where applicable .
Director Compensation Structure (Pay Mix and Alignment)
- 2024 Farber mix: ~50% cash ($100,500) and ~50% equity ($100,000 grant‑date fair value) via time‑vested restricted stock with ~1‑year vesting cadence; no per‑meeting fees .
- Ownership alignment: Director stock ownership guidelines (5x retainer) and ongoing equity grants promote skin‑in‑the‑game; no pledging by directors .
2025 Shareholder Voting Snapshot: Director elections passed; Farber received 22,285,371 For vs 269,309 Against (abstain 19,485; broker non‑votes 3,229,598). Say‑on‑pay also passed (22,375,059 For vs 190,354 Against) .