J. Bond Clement
FLOTEK INDUSTRIES INC/CN/About J. Bond Clement
Flotek Industries’ Chief Financial Officer since December 19, 2022, J. Bond Clement (age 53) is a CPA (inactive) with a B.S. in Accounting, cum laude, from Louisiana State University; he previously served as CFO of Donovan Marine and EVP/CFO of PetroQuest Energy, with earlier finance roles at Freeport-McMoRan and Stone Energy and audit experience at Arthur Andersen . As CFO, Clement provides Sarbanes-Oxley certifications and signs SEC filings, underscoring accountability for disclosure controls and financial reporting . Company performance during his tenure shows: 2023 saw first annual positive adjusted EBITDA since 2017 and substantial improvements in revenues, gross profit, and net income; 2024 achievements included a 143% stock price increase, ~$20 million net income increase, and G&A reductions, with pay-versus-performance showing the value of a $100 investment rising to $140.56 and net income of $10.5 million for 2024 .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Donovan Marine, Inc. | Chief Financial Officer | Sep 2021–Dec 2022 | CFO for privately-held marine products distributor |
| PetroQuest Energy | Executive Vice President & Chief Financial Officer | 2009–2021 | Public E&P CFO; led finance from 2009 to 2021 |
| Freeport-McMoRan; Stone Energy; PetroQuest | Finance/accounting management roles | 1996–2009 | Various finance leadership roles |
| Arthur Andersen LLP | Auditor | 1993–1996 | External audit experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| New Hope Community Development of Acadiana | Board Member | Not disclosed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $400,000 | $400,000 |
| Target Bonus (% of salary) | 100% | 100% |
| Actual Bonus Paid ($) | $320,000 (80% of target) | $360,000 (90% of target) |
| Stock Awards – Grant Date Fair Value ($) | $33,335 | $283,500 |
| Option Awards – Grant Date Fair Value ($) | $277,450 | $0 |
| All Other Compensation ($) | $50,627 | $9,546 |
| Total Compensation ($) | $1,081,412 | $1,053,046 |
Performance Compensation
Short-Term Incentive Program (Cash)
| Year | Metric | Weighting | Target Basis | Actual Outcome | Payout |
|---|---|---|---|---|---|
| 2023 | Related party revenue | 25% | Company-set targets | +49% YoY | 80% of target bonus |
| 2023 | Non-related party revenue | 25% | Company-set targets | +22% YoY | 80% of target bonus |
| 2023 | Positive annual adjusted EBITDA | 50% | Positive adjusted EBITDA | Achieved first positive adjusted EBITDA since 2017 | 80% of target bonus |
| 2024 | Adjusted Revenue | 20% | December 2023 budget/Jan 2024 forecast | Met (vs Jan 2024 forecast) | 90% of target bonus |
| 2024 | Data Analytics Revenue | 25% | December 2023 budget/Jan 2024 forecast | Not met | 90% of target bonus |
| 2024 | Adjusted Gross Margin | 25% | December 2023 budget/Jan 2024 forecast | Exceeded | 90% of target bonus |
| 2024 | Adjusted EBITDA | 30% | December 2023 budget/Jan 2024 forecast | Exceeded | 90% of target bonus |
2024 qualitative achievements considered: no lost time incidents, 143% stock price increase, Russell Microcap® addition, sell-side coverage expansion, ~$20M net income increase, ~11% G&A reduction, and ABL expansion .
Long-Term Incentives (Equity)
| Award | Metric/Condition | Weighting | Grant Date | Vesting Schedule | Performance Period | Status/Notes |
|---|---|---|---|---|---|---|
| RSU (time-based) – 24,794 sh | Service | n/a | Mar 8, 2022 | Vests ratably over 3 years (anniversaries) | 2022–2025 | Unvested units MV $236,285 at 12/31/2024 |
| RSU (time-based) – 6,776 sh | Service | n/a | Dec 5, 2023 | Vests ratably over 3 years | 2023–2026 | Unvested units MV $64,572 at 12/31/2024 |
| Options – 61,984 sh @ $3.72 | Share price vesting (90-day VWAP ≥ $18 for 30 consecutive trading days) | Performance-based | Jun 7, 2023 | Vests upon price condition | Jun 7, 2023–Jun 7, 2033 | Exercisable; expires 6/7/2033 |
| Options – 45,732 sh @ $3.28 | Cumulative adjusted EBITDA thresholds (AEBITDA) | Performance-based | Dec 5, 2023 | Vests upon AEBITDA targets | Jan 1, 2023–Dec 31, 2026 | Exercisable; expires 12/5/2033 |
| RSU (time-based) – 30,000 sh | Service | 50% of 2024 LTI value | Oct 30, 2024 | Vests ratably over 3 years | 2024–2027 | Unvested units MV $285,900 at 12/31/2024 |
| PRSU (performance-based) – 30,000 sh | 50% vests on 2025 adjusted EBITDA threshold; 50% vests on share price threshold by 12/31/2025 | 50% of 2024 LTI value | Oct 30, 2024 | Vests upon performance conditions | Jan 1–Dec 31, 2025 | Unvested units MV $285,900 at 12/31/2024 (subject to achievement) |
2023 LTI allocation: 25% time-based RSUs, 75% performance-based options; 2024 LTI allocation: 50% time-based RSUs, 50% performance-based RSUs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 57,046 (as of March 20, 2025) |
| Percent of Class | Less than 1% |
| Options outstanding (exercisable) | 61,984 @ $3.72 (exp. 6/7/2033) ; 45,732 @ $3.28 (exp. 12/5/2033) |
| Unvested RSUs (and MV at 12/31/2024) | 24,794 ($236,285); 6,776 ($64,572); 30,000 ($285,900 time-based); 30,000 ($285,900 performance-based) |
| Pledging/Hedging | None of the current executive officers or directors have pledged shares; Insider Trading Policy with anti-hedging/pledging framework adopted (policy referenced) |
| Stock Ownership Guidelines | CEO: 6x salary; other execs: 2x salary; 5-year grace period; retain 25% of net shares until compliant; all directors/executives were compliant or within grace as of 12/31/2024 |
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | December 19, 2022 (CFO, PFO, PAO) |
| Base salary | $400,000 annually |
| Target bonus | 100% of base salary |
| One-time inducements | $50,000 cash; 100,000 restricted stock (vest over 2 years); 247,934 restricted stock (vest over 3 years); 371,901 performance-based options (50% share-price, 50% Board-set metrics; exercise at grant date close) |
| Severance (no cause/good reason) | 12 months base salary (installments) + pro-rata annual bonus for year of termination (paid per normal cycle) + COBRA premium differential reimbursement up to 12 months |
| Change-of-control economics | Double trigger: if termination occurs within 18 months of a change of control, all unvested equity awards vest immediately prior to termination |
| Clawback | NYSE/SEC-compliant policy for recovery of erroneously awarded incentive-based compensation following restatement; methods include reimbursement/cancellation/offset/forfeiture |
| Tax gross-ups | No tax gross-ups generally; one-time de minimis tax gross-up in 2023 to Mr. Clement for relocation reimbursement (less than half of entitled amount) |
Investment Implications
- Pay-for-performance alignment: With 2023 and 2024 STI linked to revenue mix, margins, and adjusted EBITDA (80% and 90% payouts, respectively) and LTI skewed to performance (2023: 75% options; 2024: 50% PRSUs), Clement’s incentives are levered to EBITDA/margin expansion and share price thresholds—supportive of shareholder alignment .
- Near-term vesting catalysts and potential selling pressure: Multiple time-based RSU grants vest ratably through 2025–2027, and 2024 PRSUs can vest on 2025 EBITDA/price thresholds; 2023 options vest on AEBITDA or share-price triggers through 2026–2033, creating periodic settlement events that could translate into incremental stock supply if monetized .
- Retention and change-of-control protections: Severance of 1x salary plus pro-rata bonus and COBRA, alongside double-trigger accelerated vesting within 18 months post-change-of-control, lowers transition risk but raises acquisition-related dilution risk via accelerated equity vesting .
- Alignment and governance: No pledging, stock ownership guidelines requiring 2x salary for non-CEO executives with a 5-year compliance horizon, and an adopted clawback policy enhance alignment and mitigate governance risk; Clement is within the compliance framework as of 12/31/2024 .
- Execution track record: Company achievements under the current team include first positive adjusted EBITDA since 2017 (2023) and 2024 improvements in net income (~$20M), G&A reduction (~11%), and stock performance (143%), indicating operational progress consistent with incentive structures .
- Indicators to monitor: Achievement of 2025 PRSU EBITDA/price targets, AEBITDA thresholds for 2023 options through 2026, any Form 4 selling around vest dates, and maintenance of non-pledging compliance under the Insider Trading Policy .