Amanda M. Brock
About Amanda M. Brock
Co-Chief Executive Officer (since Oct 16, 2025) and Director (Class I) at Solaris Energy Infrastructure, Inc. (NYSE: SEI). Age 64. Previously CEO/President of Aris Water Solutions (sold to Western Midstream), with a career spanning water, power, and energy infrastructure; law degree from LSU and undergraduate degree in South Africa . Baseline SEI performance before her arrival: 2024 Net Income $28.9M and EBITDA $95.9M; PEO “Compensation Actually Paid” tracked higher with TSR rising (Value of $100 → $262), highlighting equity-linked pay sensitivity to share price and growth initiatives . Q3 2025, Solaris Power Solutions segment revenue grew 39% sequentially to $105M with Segment Adjusted EBITDA of $58M as SEI scales distributed power, the business Amanda was hired to co-lead .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aris Water Solutions (NYSE: ARIS) | President & CEO | 2021–Oct 2025 | Led produced water infrastructure/recycling; business taken public in Oct 2021 and subsequently acquired by Western Midstream . |
| Aris (Solaris Water Midstream predecessor) | Senior Commercial Advisor; COO; CCO | 2017–2021 | Built commercial platform and operations in Permian water recycling; advanced proprietary water treatment . |
| Water Standard | Chief Executive Officer | 2009–2017 | Led desalination/produced water treatment solutions for upstream/downstream energy . |
| Azurix (Enron affiliate) | President, Americas | Prior to 2009 | Developed water infrastructure and services in the Americas . |
| Enron (Power/Water) | Global projects management | Prior to 2009 | Managed global energy/water projects . |
| Vinson & Elkins | Lawyer | Early career | Legal foundation; LSU Law Review alum . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Coterra Energy (NYSE: CTRA) | Lead Independent Director | 2017–present | Public E&P; leadership role on board . |
| Macquarie Infrastructure (NYSE: MIC) | Director | 2018–Jun 2022 | Public infrastructure company . |
| Texas Business Hall of Fame | Chair; Executive Committee | Current | Civic leadership/industry network . |
| LSU Law School; Texas Water Commission | Trustee/Commission service | Prior | Governance/public service background . |
Fixed Compensation
- SEI disclosed Amanda Brock’s compensation terms “are still being finalized” as of her appointment; she is eligible to participate in the Executive Change in Control Severance Plan (CIC Plan) at Tier 1 .
- Benchmark (context): SEI’s 2024 CEO (Zartler) base salary was $321,000; other NEO salaries ranged $285,000–$350,000 in 2024 .
Performance Compensation
SEI’s program emphasizes cash generation and TSR.
- Annual Cash Incentive Design (2024 framework still guiding program): 60% Company Performance (Financial: EBITDA/FCF; Operating: utilization, market share; Safety), 40% Individual; target bonuses: CEO 100%, CFO 90%, others 75–90% .
- 2024 Company Performance outcomes and payouts (context for design Amanda inherits):
| Metric | Weight | Target | Actual | Earned Payout |
|---|---|---|---|---|
| Financial (EBITDA/FCF) | 25% | $108M | $102M | 24% |
| Operating | 25% | 1.094 | 1.123 | 26% |
| Safety | 10% | 0.8 | 1.15 | 0% |
| Individual | 40% | N/A | Variable | Variable |
- Long-Term Incentives (NEO structure): mix of RSAs (time-vest, 3 equal tranches) and PSUs (Absolute TSR and Relative TSR vs Russell 2000 Oil Equipment & Services; 3-year cycles with 25%/25%/50% vesting for Relative TSR, cliff at 3 years for Absolute TSR; payout 0–200%) .
PSU payout grids:
- Absolute TSR: <5% = 0%; 5% = 50%; 10% = 100%; ≥15% = 200% .
- Relative TSR: <25th = 0%; 25th = 50%; 50th = 100%; ≥75th = 200% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial beneficial ownership (Form 3) | 12,411 shares of Class A Common Stock, held directly as of Oct 16, 2025 . |
| Options/derivatives at appointment | None reported on Form 3 Table II . |
| Hedging/pledging policy | Hedging and pledging generally prohibited; pledging only by Audit Committee waiver . |
| Prior pledge status (board/executives) | As of Mar 21, 2025, no current directors or executive officers had pledged shares (pre-dating Brock’s appointment) . |
| Ownership structure context | Up-C with Class B (voting only) tied to Solaris LLC Units; tax receivable agreement pays 85% of net cash tax savings to original investors . |
Vesting schedule context for future grants (based on 2024 NEO awards):
- RSAs: 3 equal annual installments .
- PSUs: 3-year performance; Relative TSR tranches 25%/25%/50%, Absolute TSR cliff at year 3 .
Insider trading flow/pressure:
- As of filings referenced, no Form 4 transactions by Brock post-appointment were identified in SEI documents; initial Form 3 filed Oct 17, 2025 . Company policy restricts trading windows and prohibits hedging, which typically moderates short-term selling pressure .
Employment Terms
| Element | Terms |
|---|---|
| Appointment date/role | Co-Chief Executive Officer and Director effective Oct 16, 2025; Class I Director filling vacancy after the passing of F. Gardner Parker . |
| Employment agreement | No standalone employment agreement disclosed at appointment; compensation terms being finalized . |
| CIC Severance | Eligible for Tier 1 benefits under CIC Plan (double-trigger). Company CIC plan provides lump-sum severance equal to a multiplier (2.5x or 3.0x based on tier) of base salary + target bonus, COBRA premium multiple (18 or 24 months based on tier), earned prior-year bonus plus pro-rata current-year target bonus, and full vesting of unvested equity (PSUs at greater of 100% of target or actual-to-date) upon qualifying termination around a change in control, subject to release . |
| Indemnification | Company entered into standard Indemnification Agreement with Brock upon appointment . |
| Clawback | Company adopted SEC/NYSE-compliant incentive compensation clawback policy in 2023 . |
| Anti-hedging/pledging | Prohibited subject to limited waiver (pledging) . |
Board Governance
- Board composition/independence: Majority independent; combined Chair/CEO structure with Bill Zartler as Chairman and Co-CEO; independent directors meet in executive session with a Lead Independent Director role provided in guidelines (previously held by F. Gardner Parker; he passed Apr 26, 2025) .
- Committees and chairs (2024–2025 proxy reference): Audit (Chair: Giesinger), Compensation (Chair: Parker), Nominating & Governance (Chair: Argo) .
- Attendance: Board met 11x in 2024; all directors attended at least 75% of meetings; directors encouraged to attend annual meeting .
- Employee directors & pay: Employee directors (e.g., CEO/CAO) do not receive director compensation; by policy, director pay is cash retainers plus annual equity for non-employee directors .
- Brock independence: Not independent as an executive officer ; independence framework and determinations described in proxy .
Director Compensation (Policy Reference)
| Component | Amount |
|---|---|
| Cash retainer – non-employee directors | $65,000 (standard); Committee Chairs: Audit $90,000; Comp $75,000; N&G $75,000; Lead Independent Director +$20,000 . |
| Equity – annual grant | ~$140,000 value to non-employee directors; additional $10,000 (Audit members) and $5,000 (Comp/N&G members) equity awards . |
| Employee directors | No additional director compensation (applies to CEO/CAO; by extension, Brock as Co-CEO) . |
Compensation Structure Analysis (Program Signals)
- Pay mix places majority at-risk: ~90% CEO and ~75% for other NEOs at target in 2024 (variable comp) .
- Shift toward PSUs since 2023 ties payouts directly to Absolute/Relative TSR; RSAs continue for retention with 3-year vesting .
- Annual incentive capped near 100% of target with metric-by-metric thresholds; inclusion of Safety metric (10% of Company Performance weighting) .
- Peer benchmarking and consultant use (Pearl Meyer) to target ~market median for total comp and ~25th percentile for base salary; high say-on-pay support (96% in 2024) reduces headline risk .
Compensation Peer Group (2024)
| Peers (select) |
|---|
| Archrock, Cactus, Dril-Quip, U.S. Silica, ProPetro, Liberty Energy, ProFrac, Newpark, Patterson-UTI, Nine Energy Services, NOV, Oil States, Select Water Solutions . |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ≈96% .
- Compensation Committee asserts practices not reasonably likely to create material adverse risk; best-practice features include no option repricing, no hedging/pledging, no tax gross-ups, and adoption of SEC/NYSE clawback .
Performance & Track Record
- Segment momentum prompting Brock’s hiring: Q3 2025 Solaris Power Solutions revenue $105M (+39% q/q) and Segment Adjusted EBITDA $58M (+27% q/q); Logistics revenue $62M (-16% q/q) and Segment Adjusted EBITDA $17M (-23% q/q) .
- Amanda’s prior outcomes: Took Solaris Water Midstream public as Aris Water Solutions (Oct 2021) and concluded sale to Western Midstream; recognized among Top 25 global water leaders (2016) and Top 25 Influential Women in Energy (2020) .
Related Party Transactions (Governance Context)
- Ongoing arrangements: Administrative services with entities owned by Chairman/Co-CEO Zartler totaled ~$300,000 (2024) and $1.2M (2023) at cost; balances recorded in prepaids/accruals .
- MER acquisition (Sept 11, 2024): Issued 16,464,778 Solaris LLC units and Class B shares (~$323.1M fair value). Post-deal lease and equipment rentals with contributor affiliate KTR totaled ~$400,000 2024 expenses .
- THRC affiliates: former related party; revenues $13.5M (9M 2024) and $23.5M (2023); no longer related after Oct 1, 2024 .
Risk Indicators & Red Flags
- Combined Chair/CEO (now Co-CEO model) can introduce governance complexity; mitigants include majority independent board, committee independence, and Lead Independent Director construct (role previously filled by Parker) .
- Up-C structure with Class B voting and TRA (85% of tax savings to original investors) may influence capital allocation and share count dynamics .
- Anti-hedging/pledging policy reduces misalignment risk; clawback policy in place .
- No reported SEC investigations or legal proceedings in cited documents; executive Section 16 reporting appears timely (Form 3 for Brock filed Oct 17, 2025) .
Equity Ownership & Alignment — Detail Table
| Holder | Shares Owned | Form/Status | Notes |
|---|---|---|---|
| Amanda M. Brock | 12,411 | Direct | Initial Form 3 at appointment (no derivatives listed) . |
| Policy | — | — | Hedging/pledging prohibited absent waiver; insider trading policy governs windows . |
Board Service: Roles and Dual-role Implications
- Brock serves as Co-CEO and Director (not Chair); as an executive, she is not independent. Board maintains majority independence and independent committees; governance guidelines provide for a Lead Independent Director to preside over executive sessions, which historically offset concentrated power in the chair/CEO role .
- Committee assignments for Brock were not disclosed at appointment; employee directors do not receive director compensation .
Investment Implications
- Alignment/comp drivers: Expect Brock’s package to mirror SEI’s at-risk design (annual EBITDA/FCF/utilization metrics; 3-year TSR-based PSUs), reinforcing equity alignment; Tier 1 CIC protection (double trigger) supports retention through growth/financing cycles in Power Solutions .
- Selling pressure: Initial ownership is modest (12,411 shares) with no options outstanding; future RSA/PSU grants will introduce scheduled vesting but anti-hedging/pledging and trading windows temper near-term overhang risk .
- Execution upside vs risk: Brock’s water/power infrastructure track record and board network (CTRA) are additive as SEI scales distributed power (Q3 2025 Power revenue/EBITDA inflecting). Governance mitigants (independent committees, clawback, no-hedging) are positives; TRA/Up-C and related-party history merit continued monitoring as capital needs rise .