Lisa Mayr
FLOTEK INDUSTRIES INC/CN/About Lisa Mayr
Independent director (age 57) serving on Flotek’s board since June 2021; currently Chief Financial Officer of Marigold and a certified public accountant. She chairs the Audit Committee and is designated an “audit committee financial expert,” with prior CFO roles at Internap, MicroStrategy, EverFi, and Blackboard, and board/audit committee experience at WorldStrides. Education: MBA (Georgetown University) and BA in International Studies & Economics (American University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marigold Inc. | Chief Financial Officer | Sep 2023–present | Executive finance leadership |
| Internap Holding LLC | Chief Financial Officer | Jul 2020–Aug 2023 | Turnaround/financial restructuring experience |
| MicroStrategy Incorporated (NASDAQ: MSTR) | Chief Financial Officer | Nov 2019–Apr 2020 | Public-company CFO; SEC reporting oversight |
| EverFi | Chief Financial Officer | Feb 2018–Oct 2019 | Growth-stage finance leadership |
| Blackboard | Chief Financial Officer | (Dates not specified) | Enterprise software finance leadership |
| WorldStrides | Board Observer; Audit Committee Member | (Dates not specified) | Audit oversight at large private education company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| STEM for Her | Board Member | Current | Non-profit governance |
| Georgetown University MBA Advisory Council | Council Member | Current | Academic advisory role |
| WorldStrides | Board Observer; Audit Committee Member | Past/current (not specified) | Audit experience in private company context |
Board Governance
- Independence: Board determined Lisa Mayr is independent under NYSE/SEC standards .
- Committee leadership: Audit Committee Chair; member of Compensation, Corporate Governance & Nominating, and Risk & Sustainability Committees .
- Attendance: 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, indicating strong engagement by independent directors like Ms. Mayr .
- Special Committee: Served on the Special Committee of disinterested and independent directors formed in Aug 2023 to evaluate ProFrac-related transactions; committee met 16 times and obtained a Lazard fairness opinion; Mr. Wilks (non‑independent) abstained from Board deliberations and vote .
| Committee | Role | 2024 Meetings | Independence/Expertise |
|---|---|---|---|
| Audit | Chair | 5 | Independent; “financially literate”; Mayr designated audit committee financial expert |
| Compensation | Member | 8 | Independent member |
| Corporate Governance & Nominating | Member | 4 | Independent member |
| Risk & Sustainability | Member | 2 | Independent member |
Fixed Compensation
| Component | Policy Detail | 2024 Amount (Mayr) |
|---|---|---|
| Annual Board Cash Retainer | $52,000; directors may elect stock in lieu of cash | Included in fees |
| Committee Chair Fees | Audit: $32,000; Compensation: $20,000; Governance: $16,000; Risk: $16,000 | Audit Chair applies |
| Committee Member Fees | Audit: $8,000; Compensation: $8,000; Governance: $4,000; Risk: $4,000 | Applies per memberships |
| Meeting Fees | None for attending Board/committee meetings | N/A |
| Special Committee Fees | May be paid for service on special committees (as formed in 2023) | Not itemized in proxy |
| Cash Fees Earned (Total) | Sum of applicable retainers/fees | $114,500 |
| Annual Equity Grant | Restricted stock awards equal to $100,000 grant-date fair value; vests at next annual meeting or 1‑year anniversary (≥50 weeks) | $100,000 |
| Outstanding Director Stock Awards (12/31/2024) | Unvested awards outstanding count | 22,173 shares |
Performance Compensation
- Directors do not receive performance-based cash bonuses or option awards; the annual director equity grant is time-based restricted stock that vests on schedule, with no disclosed performance metrics for directors .
Other Directorships & Interlocks
| Company | Capacity | Interlock/Conflict Notes |
|---|---|---|
| None disclosed as current public-company directorships | — | No public-company directorships disclosed for Mayr; prior CFO roles include MicroStrategy (public) but not as director |
| ProFrac-related governance context | Special Committee member | Special Committee of independent directors managed negotiations; obtained Lazard fairness opinion; Board approved with Wilks abstaining |
| Voting Agreements | Directors and certain executives entered voting agreements to support issuance of shares under April 2025 Warrant | Signals coordination with controlling holder on a specific proposal; limited to Transfer Restriction End Date per agreement |
Expertise & Qualifications
- CPA; audit committee financial expert; extensive finance leadership in technology/software and data businesses .
- Broad governance experience across audit, compensation, nominating, and risk committees .
- Education: MBA (Georgetown); BA (American University) .
Equity Ownership
| Metric | As of Mar 20, 2025 | As of May 19, 2025 |
|---|---|---|
| Shares Beneficially Owned | 66,641 | 73,035 |
| Percent of Class | <1% (company disclosure) | <1% (company disclosure) |
| Pledged as Collateral | None | None |
| Director Stock Ownership Guideline | 5× annual cash retainer; 5‑year grace period | Compliance status: all directors compliant or within grace period as of 12/31/2024 |
Governance Assessment
- Strengths: Independent status; Audit Chair with CPA credentials and audit committee financial expert designation; strong multi-committee engagement and ≥75% attendance; leadership on an independent Special Committee that engaged independent advisors and obtained a fairness opinion, with conflicted director abstaining .
- Alignment: Annual equity grants and stock ownership guidelines (5× retainer) promote long-term alignment; no pledging of shares reported .
- Conflicts/Red Flags: Concentrated control by ProFrac (53.83% beneficial ownership as of May 19, 2025) could rise to 61.11% upon exercise of April 2025 Warrant; directors (including certain executives) entered voting agreements to support warrant share issuance, which may raise investor concern about minority protection despite Special Committee process and independence . The Board disclosed structured recusal/abstention and independent review, mitigating conflict risk .
Context on controlling holder: ProFrac and affiliates beneficially owned 53.83% as of May 19, 2025; if 6,000,000 warrant shares are deemed beneficially owned, ownership would be 61.11% . Voting agreements covered ~53.5% voting power to support approval .
Process safeguards: Special Committee (Agadi, Farber, Fucci, Mayr; Nierenberg until May 24, 2024) met 16 times; retained King & Spalding (legal) and Lazard (financial) and unanimously approved the transactions; Wilks abstained; Board recommended approval to shareholders .
Overall, Ms. Mayr’s profile supports board effectiveness in financial oversight and governance rigor; the principal governance risk for investors stems from the company’s related-party concentration and warrant dynamics rather than her individual independence or engagement .