Michael J. Fucci

About Michael J. Fucci

Independent director since November 2020 (age 66), currently Chair of the Compensation Committee and Chair of the Risk & Sustainability Committee; member of the Audit and Governance Committees and designated as an Audit Committee Financial Expert. Former Executive Chairman and Chairman Emeritus of Deloitte U.S. LLP, and a current director of Acadia Healthcare Company, Inc. (NASDAQ: ACHC). Education: B.S. in Mathematics, Montclair State University .

Past Roles

External Roles

Board Governance

• Committees, roles, and independence:
  • Compensation Committee: Chair; members are independent under NYSE standards .
  • Risk & Sustainability Committee: Chair; oversight of strategic, financial, cyber, and sustainability risks .
  • Audit Committee: Member; Board determined each member is independent and financially literate; Fucci qualifies as an “audit committee financial expert” .
  • Governance & Nominating Committee: Member; independent membership .
  • Board independence: Board determined Fucci is independent; Non-Executive Chairman presides over executive sessions of independent directors .
• Attendance and engagement:
  • 2024 meetings: Board (7), Audit (5), Compensation (8), Governance (4), Risk (2); all directors other than Mr. Wilks attended at least 75% of Board/committee meetings .
• Special Committee (related-party oversight):
  • Member of Special Committee of disinterested and independent directors formed Aug 2023 (members: Agadi, Farber, Fucci, Mayr, Nierenberg until May 24, 2024); met 16 times Oct 2024–Apr 2025, engaged King & Spalding (legal) and Lazard (financial); Lazard provided fairness opinion; Board approval with Wilks abstaining .

Fixed Compensation

• Director fee structure (2024):
  • Annual cash retainer $52,000; committee chair/member retainers (Audit chair $32,000; Compensation chair $20,000; Governance chair $16,000; Risk chair $16,000; Audit members $8,000; Compensation members $8,000; Governance members $4,000; Risk members $4,000). Non-Executive Chairman retainer $80,000 (increased from $60,000 effective Oct 30, 2024). No meeting fees; directors may elect stock in lieu of cash .
• Annual director equity grant: restricted stock awards with grant-date fair value $100,000; vest on one-year anniversary or next annual meeting (≥50 weeks) .

• Outstanding director stock awards at 12/31/2024: 22,173 units (Fucci) .

Performance Compensation

• Directors do not receive performance-based pay; equity grants are time-based . As Compensation Committee Chair, Fucci oversaw NEO incentive design and outcomes:
  • 2024 annual bonus metrics and weightings:
    • Adjusted Revenue (20%), Data Analytics Revenue (25%), Adjusted Gross Margin (25%), Adjusted EBITDA (30%) .
  • 2024 outcomes:
    • Exceeded Adjusted Gross Margin and Adjusted EBITDA (vs. budget and forecast); met Adjusted Revenue (vs. forecast); did not meet Data Analytics Revenue; Committee approved bonuses at 90% of target .

• Clawback: Board-adopted policy to recover erroneously awarded incentive compensation per SEC/NYSE rules .

Other Directorships & Interlocks

• Current public-company board: Acadia Healthcare Company, Inc. (NASDAQ: ACHC) – Director .
• Interlocks/conflicts: No disclosed related-party ties for Fucci; ProFrac-related directors/transactions are overseen via independent committees; Mr. Wilks (ProFrac Executive Chairman) is non-independent; Fucci is independent .

Expertise & Qualifications

• Audit and financial oversight: Audit Committee Financial Expert; member of Audit Committee .
• Human capital and risk: Decades of leadership at Deloitte; expertise in HR transformation and risk mitigation .
• Education: B.S., Mathematics, Montclair State University .

Equity Ownership

• Ownership guidelines: Directors must hold ≥5x annual director cash retainer; all directors/executives in compliance or within five-year grace period as of 12/31/2024 .
• Pledging: None of the current executive officers or directors have pledged shares .

Governance Assessment

• Strengths

  • Independence and multi-committee leadership (Compensation Chair; Risk & Sustainability Chair; Audit/Governance member); designated Audit Committee Financial Expert – supports board effectiveness .
  • Robust related-party oversight: Special Committee of disinterested/independent directors, extensive meetings, independent advisors (King & Spalding, Lazard fairness opinion), Wilks abstained – strong process mitigating conflicts .
  • Engagement and attendance: Board/committee meeting cadence; directors (excluding Wilks) met ≥75% attendance threshold .
  • Alignment mechanisms: Director stock ownership guidelines and compliance; no pledging; director equity grants provide ownership exposure .

• Risks and red flags

  • Control concentration and dilution risk: ProFrac beneficially owned 53.83% as of 5/19/2025; exercise of April 2025 Warrant (6,000,000 shares) would raise beneficial ownership to 61.11%, diluting minority holders .
  • Voting agreements: Directors and certain executives (alongside ProFrac Holdings II) agreed to vote FOR issuance of shares underlying the April 2025 Warrant through transfer restriction end date – may constrain shareholder outcomes near-term .
  • Financing terms pressure: If stockholder approval not obtained by October 28, 2027, Note interest rate steps up quarterly from 10% to max 13% – adverse cash/liquidity implications .
  • Ongoing related-party exposure: Multi-year ProFrac Agreements, order shortfall offsets, prefunded warrants; requires continued independent oversight to manage conflicts .

• Say-on-pay and compensation governance

  • Annual say-on-pay submitted with Board recommendation FOR; Compensation Committee utilizes performance-weighted metrics and independent consultant (Pay Governance) – supports pay-for-performance discipline .