Matthew D. Wilks
FLOTEK INDUSTRIES INC/CN/About Matthew D. Wilks
Matthew D. Wilks (age 42) has served on Flotek’s Board since June 2022. He is Executive Chairman of the Board and President of ProFrac Holding Corp. and previously served as ProFrac’s CFO (2017–2021) and VP of Logistics at FTSI (2010–2012). The Board has determined he is not independent under NYSE/SEC rules due to his senior roles at ProFrac, Flotek’s controlling shareholder . In 2024, all directors other than Mr. Wilks attended at least 75% of Board and relevant committee meetings (i.e., Mr. Wilks was below the 75% threshold) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ProFrac Holding Corp. | Executive Chairman of the Board; President | Exec Chair since Aug 2021; President since Oct 2018 | Senior leadership and governance of a public, vertically integrated energy services company |
| ProFrac Holding Corp. | Chief Financial Officer | May 2017 – Aug 2021 | Led finance during ProFrac’s growth phase |
| FTSI | Vice President of Logistics | 2010 – 2012 | Operations/logistics leadership |
| Approach Resources, Inc. (NASDAQ: AREX) | Director | Jan 2017 – Nov 2019 | Upstream O&G board experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| ProFrac Holding Corp. | Executive Chairman; President; Director | Public | Current roles; board chair indicates public company directorship |
| Wilks Brothers | Vice President of Investments | Private | Investment oversight role |
Board Governance
- Independence status: Not independent; only four of six FTK directors are independent; all nominees other than Mr. Wilks and the CEO (Dr. Ezell) are independent .
- Committee assignments: None (not listed as member or chair of Audit, Compensation, Governance, or Risk & Sustainability Committees) .
- Board leadership: Non-Executive Chairman is Harsha V. Agadi; independent directors hold regular executive sessions led by the Chair .
- Attendance: All directors other than Mr. Wilks met ≥75% attendance in 2024 (implying Mr. Wilks was <75%) .
- Tenure on FTK Board: Since 2022 .
Governance mitigants around related-party exposure:
- Special Committee of disinterested independent directors (Agadi, Farber, Fucci, Mayr, Nierenberg until May 24, 2024) led negotiations with ProFrac on 2025 transactions; 16 meetings Oct 2024–Apr 2025; retained King & Spalding (legal) and Lazard (financial); obtained a fairness opinion; Board approval with Mr. Wilks abstaining .
Fixed Compensation (Director)
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual Board retainer (cash) | $52,000 | Directors may elect stock in lieu of cash |
| Committee chairs | Audit $32,000; Compensation $20,000; Governance $16,000; Risk $16,000 | Annual retainers |
| Committee members | Audit $8,000; Compensation $8,000; Governance $4,000; Risk $4,000 | Annual retainers |
| Non-Executive Chairman retainer | $80,000 (increased from $60,000 on Oct 30, 2024) | Applies to Chair (Agadi) |
| Meeting fees | None | No per-meeting fees |
| Wilks 2024 actual | $0 cash; $0 equity; total $0 | He received no director compensation in 2024 |
Performance Compensation (Director)
- Annual director equity: Standard grant is $100,000 in restricted stock vesting by next annual meeting or one year (≥50 weeks) .
- Mr. Wilks received no director equity awards in 2024 (and had no director stock awards outstanding as of 12/31/2024) .
- Directors are not subject to performance-metric-based pay; grants are time-vested (no TSR/EBITDA metrics disclosed for directors) .
Other Directorships & Interlocks
| Company | Role | Interlock/Related Party Exposure | Notes |
|---|---|---|---|
| ProFrac Holding Corp. | Executive Chairman; President; Director | Controlling shareholder of FTK through affiliates | ProFrac/affiliates owned ~53.87–53.83% as of Mar 20/May 19, 2025; potential to reach ~61.11% upon warrant exercise; extensive commercial/financing ties to FTK |
| Approach Resources, Inc. | Director (2017–2019) | None currently | Prior public company board service |
Key related-party transactions and governance handling:
- Long-term Chemical Products Supply Agreement with ProFrac Services (2022), amended in 2022 and 2023; raised minimum volumes to 70%/30 fleets, 10-year term; shortfall fees recognized ($20.1m in 2023; $32.4m in 2024) .
- 2022 PIPE and notes/warrants with ProFrac affiliates; pre-funded warrants (2,184,140 shares at $0.0001/share, $4.5m exercise fee) unexercised as of Mar 26, 2025 .
- April 28, 2025 Transactions: total consideration $105m including (i) offset of $17.6m 2024 OSP, (ii) 6,000,000-share warrant at $0.0001 (7-year term), (iii) $40m secured note at 10% (IK or cash), and (iv) future OSP offsets; stockholder approval sought for warrant under NYSE rules; special committee oversight; Wilks abstained .
Expertise & Qualifications
- Deep operational and financial leadership in energy services (Executive Chairman/President; ex-CFO), prior logistics leadership; prior public company board experience (AREX) .
- Brings sector knowledge and strategic perspective; however, classified as non-independent at FTK given ProFrac roles .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | As of Date | Notes |
|---|---|---|---|---|
| Matthew D. Wilks | 68,026 | <1% | Mar 20, 2025 | Based on Form 4 reference; held via THRC Holdings, LP; Wilks disclaims beneficial ownership except to pecuniary interest |
| Matthew D. Wilks | 217,792 | <1% | May 19, 2025 | Based on Form 4 filed May 16, 2025; held via THRC Holdings, LP and JCMWZ, LLC; Wilks disclaims beneficial ownership except to pecuniary interest |
| Shares pledged | None | — | — | Company states no current executive officers or directors have pledged shares |
Insider filings (references):
- Form 4 filed June 21, 2023 noted in beneficial ownership table footnote .
- Form 4 filed May 16, 2025 updated beneficial holdings .
Stock ownership guidelines:
- Directors must hold stock equal to at least 5x the annual director cash retainer; 5-year compliance window; as of Dec 31, 2024, all directors were either compliant or within the grace period .
Governance Assessment
Strengths
- Robust conflict-management processes: disinterested Special Committee, independent advisors, fairness opinion, and director recusal/abstention on ProFrac-related transactions .
- Clear disclosure of ProFrac relationships, NYSE approval thresholds, and potential dilution/ownership impacts; voting agreements disclosed .
- Director stock ownership guidelines and anti-hedging/pledging policy support alignment; no pledges disclosed .
Risks and RED FLAGS
- Non-independence and control: Mr. Wilks is Executive Chairman/President of ProFrac, which beneficially owns a controlling stake in FTK and maintains extensive commercial/financing ties—ongoing related-party conflicts require continual independent oversight .
- Attendance: Mr. Wilks was the only director below 75% attendance in 2024—an engagement concern, particularly given the complexity of related-party matters .
- Dilution/governance risk: April 2025 Warrant for 6,000,000 shares and potential conversion provisions could raise ProFrac’s beneficial ownership to ~61.11%, concentrating control and potentially limiting minority influence; failure to approve warrant could increase note interest and constrain liquidity .
- Board designation rights: ProFrac holds director designation and Governance Committee chair rights at various ownership thresholds, entrenching influence until holdings fall below specified levels .
Implications for investors
- Expect continued need for strong, active independent director oversight and transparent reporting on ProFrac transactions; monitor future Special Committee processes and voting outcomes on related-party approvals .
- Track Mr. Wilks’ attendance and engagement going forward; persistent low attendance would remain a red flag for board effectiveness .
- Be mindful of dilution/control dynamics tied to ProFrac warrants/agreements and their impact on minority shareholder rights and capital flexibility .