Christopher M. Powell
About Christopher M. Powell
Christopher M. Powell (age 50) is SEI’s Chief Legal Officer and Corporate Secretary, appointed in August 2017. He previously held senior legal roles at CARBO Ceramics Inc. (2009–2017), served in legal roles at Baker Hughes Incorporated, began his legal career at Norton Rose Fulbright, and is a licensed CPA who worked as an auditor at Arthur Andersen before law school; he holds a J.D. from the University of Houston Law Center (magna cum laude) and a BBA in Accounting from Texas A&M University (cum laude) . Company performance emphasis for pay includes EBITDA and TSR; in 2024 SEI reported Net Income of $28.9M and EBITDA of $95.9M, with a $100 initial investment in SEI worth $262 based on TSR, underscoring strong alignment of incentive design with shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CARBO Ceramics Inc. | VP, General Counsel, Corporate Secretary, Chief Compliance Officer | 2009–Aug 2017 | Led legal, compliance, and corporate governance in oil & gas technology and services |
| Baker Hughes Incorporated | Legal roles | Pre-2009 | Legal counsel across energy operations |
| Norton Rose Fulbright | Attorney | Early career | International law firm experience; foundation in complex commercial matters |
| Arthur Andersen LLP | Auditor (CPA) | Pre-law | Public accounting, audit discipline, controls and financial reporting |
External Roles
No public company directorships or external board roles disclosed for Powell in SEI’s proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $306,538 | $325,000 | $325,000 |
| All Other Compensation ($) | $9,327 | $17,274 | $20,700 (401(k) match) |
Key notes:
- Base salary held flat in 2024 vs 2023; modest increase vs 2022 .
- Perquisites are limited; 401(k) match comprises Powell’s “All Other Compensation” in 2024 .
Performance Compensation
Annual Cash Incentive Design (2024)
- Target bonus: 75% of base salary .
- Weighting: 60% Company Performance (Financial + Operating + Safety), 40% Individual Performance .
- Financial metrics emphasize EBITDA and free cash flow; Operating metrics include customer consistency, systems utilization, market share; Safety is 10% of Company Performance .
| Metric | Weighting | Target | Actual | Earned Payout (% of Annual Incentive) |
|---|---|---|---|---|
| Financial Metrics | 25% | $108M | $102M | 24% |
| Operating Metrics | 25% | 1.094 | 1.123 | 26% |
| Safety | 10% | 0.8 | 1.15 | 0% |
| Individual Performance | 40% | N/A | Variable | Variable |
Powell’s 2024 payout:
- Target annual incentive: $243,750 (75% of $325,000) .
- Performance achievement level: 90% of target .
- Actual annual incentive paid: $219,375 .
- One-time discretionary bonus (transformation-related): $55,625 in 2024 .
Long-Term Incentive (LTIP) Grants and Vesting
- Vehicles: Time-based Restricted Stock Awards (RSAs) vest ratably over 3 years; Performance-based RSUs (PSUs) use Absolute TSR (cliff at year 3) and Relative TSR (25%/25%/50% over years 1/2/3), payout range 0–200% .
- 2024 PSU tranches tied to Relative TSR achieved 200% vesting in year-1 (2024 grants) and year-2 (2023 grants) tranches .
| Grant Date | Instrument | Count / Targets | Grant Date Fair Value ($) |
|---|---|---|---|
| March 1, 2024 | RSAs (time-based) | 61,827 shares | $489,521 |
| March 1, 2024 | PSUs (Absolute + Relative TSR) | Threshold 10,304; Target 20,608; Max 41,216 | $175,374 |
Multi-Year Compensation Summary (pay-mix and trend)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $306,538 | $325,000 | $325,000 |
| Bonus ($) | $0 | $0 | $55,625 |
| Stock Awards ($) | $415,763 | $540,110 | $701,522 |
| Non-Equity Incentive ($) | $237,900 | $243,263 | $219,375 |
| All Other ($) | $9,327 | $17,274 | $20,700 |
| Total ($) | $969,528 | $1,125,647 | $1,322,222 |
Observations:
- Increased equity weighting via RSAs/PSUs since 2022; performance equity introduced in 2023 continues in 2024 .
- Annual incentive capped near target; design retains discretion but emphasizes EBITDA/FCF and operating consistency .
Equity Ownership & Alignment
Beneficial Ownership and Outstanding Awards (as of March 21, 2025 / December 31, 2024)
| Item | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 143,365 (<1%) | Less than 1% of class; address: SEI HQ |
| Unvested restricted Class A shares (beneficial table) | 85,467 | Voting rights but no dispositive power |
| RSAs not vested (year-end 2024) | 105,583 | Market value $3,038,679 at $28.78/share |
| PSUs unearned (year-end 2024, at 100% perf) | 33,507 | Market/payout value $964,685 at $28.78/share |
| Shares vested in 2024 | 34,102 | Value realized $290,208 (at $8.51 on 3/1/2024) |
Policy alignment and potential selling pressure:
- No current directors or executive officers have pledged SEI shares; the Insider Trading Policy prohibits hedging/monetization and pledging, except via Audit Committee waiver .
- Typical vesting date around March 1 may create periodic liquidity windows; RSAs vest in equal thirds over 3 years, Relative TSR PSU tranches vest 25%/25%/50% annually, Absolute TSR cliff at year 3 .
Options:
- No stock options outstanding for Powell; SEI’s only options are a single non-executive award expiring Nov 2025 .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | None; not party to a separate employment agreement . |
| Change-in-Control (CIC) | Double-trigger (qualifying termination during 90 days prior or within 12 months after a CIC) . |
| CIC Cash Severance | Lump sum: Tier-based 2.5x or 3.0x (base salary + target bonus) . |
| COBRA Benefit | Lump sum equal to 18 or 24 months of premiums less employee contributions (Tier-based) . |
| Bonus Treatment | Pay any earned but unpaid prior-year bonus; pro-rata target bonus for year of termination . |
| Equity Vesting at CIC | Full vesting of all unvested awards; PSUs vest at greater of 100% target or actual achievement; other conditions deemed met . |
| Clawback | Adopted in 2023; recoup certain incentive compensation upon accounting restatement per SEC/NYSE rules . |
| Hedging/Pledging | Prohibited by Insider Trading Policy; pledging waivable only by Audit Committee . |
| Pension/Deferred Comp | No defined benefit pension; no nonqualified deferred compensation plan . |
| 401(k) | Match raised to 6% beginning 2023; general employee benefit including NEOs . |
Compensation governance:
- Peer group used for benchmarking includes oilfield services peers (e.g., Archrock, Cactus, NOV, Patterson-UTI, Liberty, ProPetro, ProFrac, Select, U.S. Silica, Newpark, Nine, Oil States) .
- Target market positioning: base salary ~25th percentile; total compensation ~50th percentile with heavier long-term incentives .
- 2024 say-on-pay approval ~96% .
- Governance “do/don’t” practices include performance-based incentives, no option repricing, no excise tax gross-ups, anti-hedging/pledging .
Performance & Track Record (Company context underpinning incentives)
| Year | TSR – Value of $100 Investment | Net Income ($) | EBITDA ($) |
|---|---|---|---|
| 2022 | $82 | $33,512,000 | $72,237,000 |
| 2023 | $69 | $38,775,000 | $86,087,000 |
| 2024 | $262 | $28,918,000 | $95,949,000 |
Qualitative 2024 context:
- MER acquisition and formation of Solaris Power Solutions drove earnings mix shift; Adjusted EBITDA grew YoY, with heavy capital investment to scale generation equipment while maintaining shareholder returns via dividends .
Compensation Structure Analysis
- Increased equity weighting: Powell’s stock awards rose from $415,763 (2022) to $701,522 (2024), reflecting continued emphasis on LTIP and performance PSUs introduced in 2023 .
- At-risk pay: Non-CEO NEOs’ target compensation averages ~75% variable, aligning outcomes with performance (EBITDA, TSR, operating consistency) .
- Discretionary bonuses: One-time 2024 transformation bonus ($55,625 to Powell) recognizes strategic shift; not part of recurring plan design .
- No options, less dilution: Committee favors RSAs/PSUs over options to limit dilution .
Related Party Transactions and Red Flags
- No related party transactions disclosed involving Powell; no Section 16(a) filing delinquencies for directors/executives .
- No hedging or pledging allowed; no excise tax gross-ups; no option repricing .
Equity Ownership & Alignment (Guidelines)
- Stock ownership guidelines not specifically disclosed; alignment achieved via significant ongoing equity awards and anti-hedging/pledging policy .
Investment Implications
- Alignment: Powell’s pay structure ties materially to EBITDA/TSR and operating consistency via capped annual incentives and multi-year PSUs, reinforcing shareholder value creation while limiting excessive risk-taking .
- Vesting overhang: With 105,583 RSAs and 33,507 PSUs outstanding at year-end 2024, periodic vesting (often around March 1) may create trading windows, though hedging/pledging prohibitions and no options reduce near-term selling pressure risk .
- Retention/CIC security: Double-trigger CIC with 2.5x–3.0x cash severance, COBRA, pro-rata bonuses, and accelerated vesting (PSUs at ≥100% target or actual) materially lowers retention risk through change-of-control scenarios .
- Governance support: Strong 2024 say-on-pay (~96%), peer benchmarking (25th base/50th total), and clawback/insider policies indicate robust governance and compensation discipline supportive of long-term investor interests .