Ryan G. Ezell
FLOTEK INDUSTRIES INC/CN/About Ryan G. Ezell
Dr. Ryan G. Ezell (age 46) is Chief Executive Officer and a Director of Flotek Industries, Inc. (FTK). He became CEO on June 6, 2023 (director since June 2023). He holds a Ph.D. in Polymer Science (University of Southern Mississippi) and a B.S. in Chemistry (Millsaps College). He is a published scientist with authorship on 26+ patents. The proxy credits him with helping return the company to profitability and highlights his chemistry and data analytics domain expertise . Under his tenure, FTK achieved its first annual positive adjusted EBITDA since 2017 in 2023, a 143% stock price increase in 2024, and continued strong momentum in 2025 (Q3 2025 revenues +25% YTD, Adjusted EBITDA +118% YTD; 12 consecutive quarters of Adjusted EBITDA growth). Pay-versus-performance shows $100 invested in FTK grew to $140.56 in 2024; 2023 value was $57.82 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flotek Industries | Chief Executive Officer | Jun 2023–present | Led return to profitability; strategic/operator expertise in chemistry and data analytics . |
| Flotek Industries | Chief Operating Officer | Mar 2022–Jun 2023 | Executive leadership in operations . |
| Flotek Industries | President, Chemistry Technologies; SVP Operations; VP Operations | Aug 2019–Mar 2022 | Chemistry and analytics growth leadership . |
| Halliburton | Various global leadership roles; VP Baroid Drilling Fluids | May 2006–Jul 2019 | Deep O&G domain expertise and international experience . |
External Roles
| Organization | Capacity | Years | Notes |
|---|---|---|---|
| Energy Workforce and Technology Council | Advisory Board | Current | Industry leadership contribution . |
| Neuhaus Education Center | Advisory Board | Current | Community/education support . |
| Professional Associations | AADE, ACS, SPE, NACD, SASB, Vistage Advisory Board | Ongoing | Professional affiliations . |
Fixed Compensation
Multi-year Summary Compensation (CEO only):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 550,000 | — | 567,000 | — | 495,000 | 48,262 (incl. 401k match, life insurance, parking, 5-year service award, $28,229 golf membership, $10,380 peer advisory fees) | 1,660,262 |
| 2023 | 494,712 | 425,000 (retention bonus tied to 2023 service) | 45,835 | 161,604 | 440,000 | 8,194 | 1,575,345 |
Notes:
- CEO annual base salary: $550,000 (set upon promotion to CEO on June 6, 2023; maintained through 2024) .
- CEO target annual bonus: 100% of base salary .
Performance Compensation
Annual (Short-Term) Incentive Program (STIP)
Program structures and outcomes:
| Year | Metric | Weight | Target/Payout Detail |
|---|---|---|---|
| 2023 | Related party revenue | 25% | Company achieved +49% YoY; overall bonus at 80% of target . |
| 2023 | Non-related party revenue | 25% | Company achieved +22% YoY; overall bonus at 80% of target . |
| 2023 | Positive annual Adjusted EBITDA | 50% | First annual positive Adjusted EBITDA since 2017; overall bonus at 80% . |
| 2024 | Adjusted Revenue | 20% | Met under January 2024 forecast; overall bonus at 90% . |
| 2024 | Data Analytics Revenue | 25% | Not met; overall bonus at 90% . |
| 2024 | Adjusted Gross Margin | 25% | Exceeded under budget and forecast; overall bonus at 90% . |
| 2024 | Adjusted EBITDA | 30% | Exceeded under budget and forecast; overall bonus at 90% . |
STIP payouts:
| Year | Target Bonus ($) | Actual Bonus ($) | % of Target |
|---|---|---|---|
| 2023 | 550,000 | 440,000 | 80% |
| 2024 | 550,000 | 495,000 | 90% |
Additional factors the Committee considered in 2024 included a 143% stock price increase, Russell Microcap addition, sell-side coverage expansion, ~+$20mm net income YoY (ex-2023 non-cash gains), ~11% G&A reduction, and ABL expansion .
Long-Term Incentive Program (LTIP)
Design and awards:
| Year | Award Type | CEO Grant | Vesting/Conditions | Notes |
|---|---|---|---|---|
| 2023 | Performance Stock Options | 62,881 options | Cumulative Adjusted EBITDA thresholds over 1/1/2023–12/31/2026; if threshold not met, no vest | Option exercise price $3.28; expiration 12/5/2033 . |
| 2023 | Time-Vested RSUs | 13,974 RSUs | Ratable over 3 years from grant date (12/5/2023) | — |
| 2024 | Performance RSUs | 60,000 PSUs | 50% vests if 2025 Adjusted EBITDA threshold met (1/1/2025–12/31/2025); 50% vests if share price meets threshold by 12/31/2025 | — |
| 2024 | Time-Vested RSUs | 60,000 RSUs | Ratable over 3 years from grant date (10/30/2024) | — |
Outstanding equity and vesting snapshots (as of 12/31/2024):
| Instrument | Count | Key Terms |
|---|---|---|
| 2024 Time RSUs | 60,000 | Vest ratably on 10/30/2025, 10/30/2026, 10/30/2027 . |
| 2024 Performance RSUs | 60,000 | 50% tied to 2025 Adjusted EBITDA; 50% tied to 2025 share price threshold . |
| 2023 Performance Options | 62,881 | $3.28 strike; expire 12/5/2033; tied to 2023–2026 cumulative Adjusted EBITDA . |
| 2023 Time RSUs | 9,317 | Vest ratably over 3 years from 12/5/2023 . |
| 2022 Time RSUs | 4,817 | Vest ratably over 3 years from 3/8/2022 . |
| 2021 Options (time-based) | 24,306 (exercisable) | $8.64 strike; expire 4/19/2031 . |
| 2021 Options (performance/VWAP) | 24,306 (unexercisable) | VWAP hurdles ($18/$24/$30/$42); forfeited as of 12/31/2024 as criteria not met . |
| 2021 Time RSUs | 8,102 | Vest ratably over 4 years from 4/19/2021 . |
LTIP mix shift:
- 2023: 25% time-based, 75% performance-based .
- 2024: 50% time-based, 50% performance-based .
Independent compensation consultant: Pay Governance advised in 2023–2024; Compensation Committee concluded no conflicts of interest and consultant independence .
Equity Ownership & Alignment
Beneficial ownership and alignment:
| Date (Record) | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Mar 20, 2025 | 120,982 [includes 24,306 vested options at $8.64] | <1% | None of the current executive officers or directors have pledged shares . |
| May 19, 2025 | 118,736 | <1% | Group (8 persons): 3.02% . |
Ownership guidelines:
- CEO must own stock equal to at least 6x annual base salary within five years; directors must hold 5x annual director retainer; others 2x salary. All are in compliance or within grace periods; retain at least 25% of net shares from vesting/exercise until compliant .
Concentration/related party:
- ProFrac Holdings beneficially owned ~53.8–53.9% during 2025, with director designation rights under transaction agreements (structural governance consideration) .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Date / Role | CEO employment agreement dated June 7, 2023 . |
| Base Salary | $550,000 annually . |
| Target Bonus | 100% of base salary . |
| Severance (no cause / good reason) | 18 months base salary (paid over 18 months) + pro-rata bonus for year of termination (paid on normal cycle) + COBRA differential reimbursement up to 18 months; unvested equity continues to vest . |
| Change-of-Control (CoC) | If termination without cause/for good reason occurs within 18 months of a CoC, all unvested equity awards become fully vested immediately prior to such termination (double-trigger for equity acceleration) . |
| Clawback | Company-wide clawback policy adopted under NYSE/SEC rules: recovery of erroneously awarded incentive compensation upon accounting restatement; prohibits indemnification; defines three-year clawback period and financial reporting measures including stock price/TSR . |
| Tax Gross-Ups | No severance tax gross-ups (company disclosed only a one-time de minimis relocation-related gross-up for the CFO) . |
Performance & Track Record
Select indicators under Ezell (illustrative, not exhaustive):
- 2023 STIP year: related-party revenue +49%, non-related party revenue +22%, first annual positive Adjusted EBITDA since 2017; STIP paid at 80% of target .
- 2024: Committee cites ~143% stock price increase, ~+$20mm net income YoY (ex-2023 non-cash gains), ~11% G&A reduction, index inclusions, and coverage expansion; STIP paid at 90% .
- Q3 2025: Revenues +13% YoY for the quarter; YTD revenues +25%; gross profit +95% in Q3; Adjusted EBITDA +142% in Q3 and +118% YTD; 12 consecutive quarters of Adjusted EBITDA growth; strong Data Analytics growth; updated 2025 guidance raised to revenues $220–$225mm and Adjusted EBITDA $35–$40mm .
Company TSR (Pay vs. Performance table):
| Fiscal Year | Value of $100 Investment (TSR) |
|---|---|
| 2023 | $57.82 |
| 2024 | $140.56 |
Board Governance
- Board service: Director since June 2023 (non-independent as CEO). Board has six seats, is declassified with annual elections; Non-Executive Chairman is Harsha V. Agadi (roles separated since January 2023) .
- Committee roles: CEO Ezell is not listed as serving on standing committees; committees are fully independent (Audit, Compensation, Governance, Risk & Sustainability) .
- Board attendance and independence: Four of six directors independent as of record date; Board met 7 times in 2024; all directors other than Mr. Wilks attended ≥75% of meetings; independent directors hold regular executive sessions, chaired by the Non-Executive Chairman .
Board/committee snapshot (as of Mar 26, 2025):
| Committee | Chair | Members |
|---|---|---|
| Audit | Lisa Mayr | Evan R. Farber; Michael J. Fucci (all independent; Mayr and Fucci are financial experts) . |
| Compensation | Michael J. Fucci | Evan R. Farber; Lisa Mayr (all independent) . |
| Governance | Evan R. Farber | Michael J. Fucci; Lisa Mayr (independent) . |
| Risk & Sustainability | Michael J. Fucci | Evan R. Farber; Lisa Mayr . |
ProFrac designation rights: Under governing agreements, ProFrac has director designation rights commensurate with ownership tiers; chair of Governance Committee must be a ProFrac designee while ownership thresholds are met .
Say-on-Pay outcome (2025 annual meeting):
| Item | For | Against | Abstain | Broker non-votes |
|---|---|---|---|---|
| Advisory vote to approve NEO compensation | 22,375,059 | 190,354 | 8,752 | 3,229,598 |
Compensation Structure Analysis
- Alignment and rigor: 2023 STIP heavily weighted to Adjusted EBITDA (50%) with revenue splits (25%/25% related vs non-related), and paid at 80% amid substantial operational improvements; 2024 added four balanced financial metrics with higher profit focus (Gross Margin 25%, Adjusted EBITDA 30%), paying at 90% alongside noteworthy stock performance and cost discipline .
- Long-term risk and performance mix: 2023 LTIP tilted 75% to performance options tied to multi-year cumulative Adjusted EBITDA; 2024 LTIP split 50/50 between time-based RSUs and PSUs with a one-year EBITDA target and a share-price hurdle, increasing certainty of time-vested value while retaining performance gates on half the award .
- No option repricing; performance-vested VWAP options from 2021 were forfeited at year-end 2024, indicating discipline against lowering hurdles post-grant .
- Ownership/retention: CEO ownership requirement at 6x salary with holding requirements until compliant; no pledging; multi-year vesting cadence (notably 10/30 grants) creates periodic settlement windows that may introduce tactical liquidity events but also support retention .
Risk Indicators & Red Flags
- Pledging/Hedging: No pledging by executives or directors disclosed; hedging policy not detailed in extracted sections .
- Related party dynamics: ProFrac majority ownership and supply agreement dynamics (e.g., minimum purchase requirements benefiting revenue recognition) warrant ongoing governance and compensation oversight to ensure arm’s-length performance metrics and targets .
- Clawback and tax: NYSE/SEC-compliant clawback adopted; no severance gross-ups disclosed for CEO (company discloses de minimis relocation gross-up for CFO), which is shareholder-friendly .
Equity Vesting and Potential Insider Selling Pressure
- 2024 time-based RSUs (60,000) vest in three equal tranches on each anniversary of 10/30/2024; vesting events may lead to tax-withholding share sales but also enforce post-vesting holding until ownership guidelines are met .
- 2024 performance RSUs (60,000) have 2025 performance windows (Adjusted EBITDA and share-price threshold by 12/31/2025); potential acceleration of equity delivery if targets are met could create concentrated liquidity windows in 2025–2026 .
- 2023 performance options (62,881) contingent on cumulative 2023–2026 Adjusted EBITDA; outcomes will influence medium-term option exercise potential .
Employment Terms (Severance & CoC Economics) – Detail
| Provision | CEO Economics |
|---|---|
| Severance (non-CoC) | 18 months base salary + pro-rata annual bonus (for year of termination) + COBRA differential for up to 18 months; unvested equity continues to vest . |
| CoC (within 18 months) | Double-trigger equity acceleration: all unvested equity becomes fully vested immediately prior to qualifying termination . |
| Clawback | Broad recoupment on restatement; includes stock price/TSR-linked incentives; no indemnification allowed . |
Investment Implications
- Pay-for-performance is improving: STIP and LTIP frameworks are anchored on profitability (Adjusted EBITDA) and margin, with evidence of discipline (forfeited 2021 VWAP options; no repricing). 2024’s higher time-based component modestly increases guaranteed value but retains meaningful performance gating via PSUs .
- Alignment and retention are solid: Strong ownership guidelines (6x salary), no pledging, and multi-year vesting support long-term alignment and reduce agency risk. Upcoming 2024 RSU tranches (Oct. 2025/2026/2027) and potential 2025 PSU vesting create identifiable windows for supply/liquidity monitoring .
- Execution track record is a tailwind: Quantitative progress (positive Adjusted EBITDA in 2023; 2024 stock surge; 2025 YTD growth and raised guidance) strengthens the linkage between incentive outcomes and business performance, potentially sustaining investor confidence in management’s targets .
- Governance watchpoints: ProFrac’s majority ownership and board designation rights necessitate continued monitoring of compensation independence and related-party impacts on financial metrics used for pay decisions .
Overall, Ezell’s compensation design emphasizes profitable growth (EBITDA/margin), with credible vesting conditions and no evidence of shareholder-unfriendly practices (e.g., gross-up severance, repricings). The cadence of 2024/2025 award vesting and performance determinations is relevant for short-term trading flows, while multi-year EBITDA option conditions and strong ownership requirements support longer-term alignment.
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