Harsha V. Agadi
FLOTEK INDUSTRIES INC/CN/About Harsha V. Agadi
Independent Non‑Executive Chairman of Flotek Industries (FTK) since June 8, 2023; director since July 2020; interim CEO from January–June 2023. Age 62; MBA from Duke University’s Fuqua School of Business and Bachelor of Commerce from the University of Mumbai. Prior roles include President & CEO and director at Crawford & Company (NYSE: CRD‑A) and multiple CEO/chair positions across consumer brands .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crawford & Company (NYSE: CRD‑A) | President & CEO; Director | CEO: Aug 2015–May 2020; Director: Aug 2010–May 2021 | Led turnaround; public company governance experience |
| Church’s Chicken | President & CEO | Prior | Multi‑brand operations leadership |
| Friendly’s Ice Cream, LLC | Chairman & CEO | Prior | Restructuring/brand stewardship |
| The Krystal Company | Chairman | Prior | Board leadership |
| Quiznos, LLC | Chairman | Prior | Board leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GHS Holdings, LLC | Chairman & CEO | 2000–present | Founder/operator; sector investing |
| myKaarma | Board Member | Mar 2022–present | Technology market insights |
| GLD Shop | Board Member | May 2022–present | Consumer brand advisory |
| Fuqua School of Business (Duke) | Board Member Emeritus | Current | Academic governance |
| Babson College | Board of Trustees | Current | Academic governance |
| International Tennis Hall of Fame | Board of Governors | Current | Non‑profit governance |
Board Governance
- Independence and role: The Board determined Mr. Agadi is independent; he serves as Non‑Executive Chairman and presides over regular executive sessions of independent directors .
- Committees: Current standing committee membership is not listed; historically he chaired the Compensation Committee (to Jan 2023), served on the Audit Committee (designated Audit Committee Financial Expert), and the Risk & Sustainability Committee .
- Special Committee oversight: Member of the Special Committee of disinterested and independent directors formed Aug 2023 to review related‑party ProFrac transactions; the committee met 16 times Oct 2024–Apr 2025, engaged King & Spalding (legal) and Lazard (financial), and received a fairness opinion before unanimous approval and Board ratification (with ProFrac‑affiliated director abstaining) .
- Attendance: All directors other than Mr. Wilks attended at least 75% of Board and applicable committee meetings in 2024, which includes Mr. Agadi .
- Governance structure and interlocks: ProFrac Holdings retains designation rights for up to four directors and chair of the Governance Committee while above specified ownership thresholds, increasing conflict‑management demands on independent leadership .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $52,000 | Director retainer |
| Non‑Executive Chairman retainer | $80,000 | Increased from $60,000 effective Oct 30, 2024 |
| Committee fees | As applicable | Audit Chair $32k; Audit Member $8k; Comp Chair $20k; Comp Member $8k; Governance Chair $16k; Governance Member $4k; Risk Chair $16k; Risk Member $4k |
| 2024 fees earned (cash) | $139,500 | Aggregate cash fees paid to Mr. Agadi |
| 2024 equity grant (restricted stock) | $100,000 | Annual director grant, vests ~1 year from grant |
| 2024 total director compensation | $239,500 | Fees + equity |
Performance Compensation
Directors receive time‑based restricted stock; no director performance‑linked metrics are disclosed. Vesting is on the one‑year anniversary or next annual meeting (≥50 weeks), consistent with the plan’s minimum vesting standards for directors .
| Performance Metric | Definition | Usage in Director Pay |
|---|---|---|
| None disclosed | — | Director equity awards are time‑based restricted stock; no performance conditions stated |
The Company’s 2018 LTIP permits change‑of‑control acceleration at the Board’s discretion; minimum vesting of at least one year applies to awards (with limited exceptions) .
Other Directorships & Interlocks
| Company | Type | Role/Committee | Interlock/Conflict Notes |
|---|---|---|---|
| Crawford & Company (CRD‑A) | Public | Former Director | Prior public board; not an FTK counterparty |
| ProFrac | Related party to FTK | FTK Board has ProFrac‑designated directors | ProFrac Executive Chairman Matthew Wilks is FTK director (non‑independent); governance managed via Special Committee and recusals |
| D&O Voting Agreement | Transaction‑specific | Directors agreed to vote in favor of warrant issuance | Voting commitments for April 2025 Warrant approval; potential governance optics mitigated by Special Committee independence and fairness opinion |
Expertise & Qualifications
- Corporate governance and chair experience across multiple boards; prior Audit Committee Financial Expert designation at FTK .
- Five‑time CEO with international brand building and operational turnaround credentials .
- Academic board service (Fuqua, Babson) supporting governance rigor .
Equity Ownership
| Date | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Mar 20, 2025 | 283,244 | <1% | Beneficial ownership; none pledged |
| May 19, 2025 | 289,638 | <1% | Special meeting record date; none pledged |
| Dec 31, 2024 (stock awards outstanding) | 22,173 | — | Unvested director stock awards outstanding at year‑end |
- Ownership guidelines: Directors must hold ≥5x annual director cash retainer; all directors were in compliance or within the five‑year grace period as of Dec 31, 2024 .
- Insider Trading Policy includes anti‑hedging/anti‑pledging provisions; no pledging by current executive officers or directors .
Governance Assessment
- Strengths: Independent Non‑Executive Chairman presiding over executive sessions enhances board effectiveness; Special Committee process (16 meetings), independent advisers, and fairness opinion demonstrate robust conflict management; Clawback policy adopted pursuant to SEC/NYSE rules supports pay‑for‑performance accountability .
- Alignment: Annual director equity grants and stock ownership guidelines (≥5x cash retainer) promote alignment; Mr. Agadi holds <1% and maintains unpledged positions .
- RED FLAGS and monitoring items:
- Related‑party exposure and concentration: ProFrac beneficial ownership 53.83% as of May 19, 2025; would rise to 61.11% upon warrant exercise, implying potential dilution and influence—requires continued independent oversight and disclosure .
- Voting agreements: D&O Voting Agreements committing votes in favor of the April 2025 Warrant can create optics issues; mitigated by Special Committee independence and Wilks recusal .
- Board designation rights: ProFrac’s ongoing rights to designate directors and chair Governance Committee heighten interlock risk; sustained use of recusals and committee independence remains key .
- Attendance/engagement: ≥75% meeting attendance (excluding Mr. Wilks) indicates active engagement; Mr. Agadi presides over independent sessions .