Cynthia M. Durrett
About Cynthia M. Durrett
Cynthia M. Durrett (age 60) is SEI’s Chief Administrative Officer (since March 2017) and a Class II Director (since March 2019). She holds a B.S. in Business Administration from Park University and previously led operations and business planning roles across energy logistics and proppants, contributing extensive operational expertise to SEI’s transformation. Company performance metrics relevant to executive pay: EBITDA rose to $95.9M in 2024 (from $86.1M in 2023 and $72.2M in 2022), and TSR improved materially in 2024, with the value of a $100 investment reaching $262 versus $69 in 2023 and $82 in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Solaris Oilfield Infrastructure (predecessor) | VP, Business Operations | Oct 2014–Feb 2017 | Scaled wellsite logistics operations and processes pre-IPO |
| Solaris Energy Capital, LLC | VP, Business Operations | Oct 2013–Sep 2014 | Built operating foundations for affiliated growth platforms |
| Cadre Proppants | Director, Business Planning & Capital Projects | 2007–Jun 2013 | Led capital planning for proppant operations supporting shale growth |
| Dynegy Midstream Services | Managing Director | — | Oversight across IT, regulated energy delivery, NGLs, and midstream |
| Ferrell North America | Operations leader | — | Managed energy commodities trading operations (NGLs, refined products) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No external public company board roles disclosed for Durrett in SEI’s proxy |
Fixed Compensation
Multi-year executive compensation for Durrett:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $262,115 | $267,500 | $285,000 |
| One-time Discretionary Bonus ($) | $0 | $0 | $82,368 |
| Non-Equity Incentive Payout ($) | $195,810 | $200,224 | $192,632 |
| Stock Awards (Grant-date Fair Value, $) | $463,264 | $517,980 | $652,640 |
| All Other Compensation ($) | $10,840 | $19,800 | $20,700 |
Key cash elements (2024): Base salary $285,000; target annual incentive 75% of base; actual annual incentive paid $192,632; plus $82,368 one-time discretionary bonus recognizing 2024 transformation efforts .
Performance Compensation
Annual incentive structure (2024):
| Component | Weighting | Target | Actual | Earned Payout % of Annual Incentive |
|---|---|---|---|---|
| Financial Metrics (EBITDA/FCF) | 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 |
Target annual bonus percentages (2024): Durrett 75% of base salary; overall company performance metrics comprised 60% of bonus formula with 40% based on individual performance .
LTIP structure and vesting:
- RSAs: Time-based restricted stock awards vest ratably over three years; Durrett’s RSAs outstanding at 12/31/2024: 101,701 shares (market value $2,926,955 at $28.78/share) .
- PSUs: Performance-based restricted stock units measured on TSR; Relative TSR vests 25%/25%/50% annually over 3 years, Absolute TSR cliff-vests at year 3. Payout scales: Absolute TSR (<5%→0%; 10%→100%; ≥15%→200%) and Relative TSR (<25th→0%; 50th→100%; ≥75th→200%) .
- 2024 grants (Durrett): RSAs 57,523 shares (grant-date FV $526,148); PSUs target 19,168 (max 38,336; grant-date FV $163,120) .
- PSUs outstanding (Durrett): 31,539 units (market/payout value $907,685 at $28.78/share, assuming 100% performance) .
- 2024 vesting realization: Durrett vested 41,231 shares, with $350,876 realized at $8.51/share on March 1, 2024 (legacy vest date convention) .
Pay-versus-performance linkage (Company level):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| EBITDA ($) | $72,237,000 | $86,087,000 | $95,949,000 |
| TSR – Value of $100 Investment | $82 | $69 | $262 |
| Peer Group TSR – Value of $100 Investment | $177 | $166 | $198 |
Notes: SEI states compensation is “largely driven by cash generation…measured by EBITDA,” with TSR used for PSU metrics; the Compensation Committee does not use net income as a proxy given capital intensity .
Equity Ownership & Alignment
Beneficial ownership and alignment indicators:
| Holder | Class A Owned (#) | Class A % | Class B Owned (#) | Class B % | Combined Voting (#) | Notes |
|---|---|---|---|---|---|---|
| Cynthia M. Durrett | 178,163 | <1% | 165,038 | <1% | 343,201 | Includes 86,929 unvested Class A restricted shares; no pledging disclosed |
- Insider trading policy prohibits hedging and pledging absent Audit Committee waiver; proxy states no current directors/officers have pledged shares .
- Vested vs unvested: Durrett had 86,929 unvested restricted Class A shares as of March 21, 2025 (sole voting, no dispositive power) .
- Outstanding awards: RSAs 101,701 shares; PSUs 31,539 units not yet earned as of 12/31/2024 .
- Ownership guidelines: Not disclosed in proxy; compliance status not disclosed.
Employment Terms
Change-in-control (CIC) and severance framework (no individual employment contracts):
| Provision | Terms |
|---|---|
| CIC Severance Trigger | Double trigger (termination without cause or resignation for good reason within 90 days prior to or 12 months post-CIC) |
| Cash Severance | Lump sum equal to 2.5x–3.0x (tier-based) times (base salary + target bonus) |
| Health Benefits | Lump sum equal to 18–24 months of COBRA premiums net of active employee contributions (tier-based) |
| Bonus Treatment | Earned but unpaid prior-year bonus; pro-rata target bonus for year of termination |
| Equity Treatment | Full vesting of unvested awards; PSUs vest at greater of 100% target or actual performance as of termination |
| Clawback Policy | Adopted in 2023 to comply with SEC/NYSE rules; recoup erroneously awarded incentive comp upon restatement |
Board Governance
- Board service: Director since March 2019; standing for election as Class II director in 2025 .
- Committee roles: Committees populated by independent directors (Audit: Giesinger/Argo/Parker; Compensation: Parker/Walker/Teague; Nominating & Governance: Argo/Burke/Giesinger). Durrett is management (non-independent) and not listed on committees .
- Independence: Board determined Durrett is not independent due to her CAO role; CEO Zartler similarly not independent. All other directors are independent per NYSE standards .
- Attendance: Board met 11 times in 2024; each director attended at least 75% of meetings; all directors attended 2024 Annual Meeting .
- Dual-role implications: CEO also serves as Chair; Board cites unified leadership benefits; mitigations include a Lead Independent Director (Parker) presiding over executive sessions, and majority-independent board composition .
- Director pay: Employee directors (Zartler, Durrett) receive no additional compensation for Board service .
Director Compensation (for context; Durrett receives none)
- Non-employee directors receive cash retainers ($65k base; committee chairs $75k–$90k; Lead Independent +$20k) and annual equity ($140k; additional $10k Audit member, $5k other committee members) .
- 2024 director equity grants occurred in August 2024 (restricted stock) .
Compensation Committee Analysis
- Peer group: Archrock, Cactus, Dril-Quip, U.S. Silica, ProPetro, Liberty Energy, ProFrac, Newpark, Patterson-UTI, Nine Energy Services, NOV, Oil States, Select Water Solutions .
- Target positioning: Base salaries targeted at ~25th percentile; total compensation targeted ~50th percentile with heavier long-term incentive emphasis .
- Consultants: Pearl Meyer engaged to review director and executive compensation; committee composed entirely of independent directors and holds executive sessions without management .
- Say-on-pay: 2024 approval ~96%; philosophy and practices maintained .
Compensation Structure Analysis
- Mix and at-risk pay: Majority of NEO pay is variable—~90% for CEO, ~75% average for other NEOs—reflecting emphasis on performance incentives and long-term equity aligned to TSR .
- Shift to RSAs/PSUs vs options: Committee prefers RSAs/PSUs for lower dilution; PSU design ties to Absolute and Relative TSR vs Russell 2000 Oil Equipment & Services subsector .
- Discretionary elements: 2024 included one-time bonuses to NEOs (including Durrett) for transformation (MER acquisition, power segment launch), indicating committee discretion when strategic milestones are achieved .
- Risk guardrails: No hedging/pledging; no option repricing; clawback adopted; compensation policies assessed for risk without material adverse effect .
Related Party Transactions (Governance context)
- Ongoing arrangements (2017-established): Registration rights, LLC unit redemption mechanics, and a tax receivable agreement with Original Investors; administrative services with entities owned by CEO Zartler at cost ($300k in 2024; $1.2M in 2023) .
- MER acquisition (Sep 11, 2024): Issued 16,464,778 Solaris LLC units and equal Class B shares (fair value ~$323.1M); KTR-related lease and equipment rentals recognized (operating lease ROU $300k; rental expenses $100k + $300k in 2024) and registration rights granted to contributors .
- THRC affiliate transactions disclosed; THRC ceased to be a related party effective Oct 1, 2024 .
Equity Ownership & Alignment Details (Expanded)
Outstanding equity at 12/31/2024 and vesting detail:
| Award Type | Unvested/Unearned Units | Market/Payout Value ($) | Vesting Schedule |
|---|---|---|---|
| RSAs (time-based) | 101,701 | $2,926,955 (at $28.78/sh) | 3 equal annual installments on first three anniversaries of grant |
| PSUs (performance-based) | 31,539 | $907,685 (at $28.78/sh; 100% performance assumption) | Relative TSR: 25%/25%/50% annually; Absolute TSR: 3-year cliff |
Insider trading, hedging, pledging: Company prohibits hedging and pledging; waivers require Audit Committee approval; proxy states no pledging by current directors/officers .
Employment Terms (Expanded)
CIC severance mechanics and equity acceleration:
| Element | Detail |
|---|---|
| Severance multiple | 2.5x–3.0x (tier-based) of salary + target bonus; paid lump sum within 60 days |
| Health benefit lump sum | 18–24 months of COBRA premiums net of employee contribution; paid within 60 days |
| Bonus treatment | Earned prior-year bonus; pro-rata target bonus for year of termination |
| Equity treatment | Full vesting; PSUs vest at greater of target or actual achievement at termination |
| Release condition | Severance contingent on execution of release effective within 60 days |
Investment Implications
- Alignment and incentives: Durrett’s pay emphasizes at-risk components tied to EBITDA/FCF and TSR, with multi-year RSAs/PSUs that encourage retention; 2024 one-time bonus signals committee willingness to reward strategic execution (MER acquisition/power segment launch) .
- Vesting and potential selling pressure: Significant unvested RSAs (101,701) and PSUs (31,539) scheduled to vest across 2025–2027 may create periodic supply overhang as awards vest; insider policy prohibits hedging/pledging, and no pledges disclosed, reducing alignment risk .
- CIC economics and M&A signal: Double-trigger CIC with equity acceleration (PSUs at ≥100% target) and 2.5–3.0x cash severance could increase transaction costs and accelerate vesting supply if SEI is acquired; investors should factor potential dilution/flow in M&A scenarios .
- Governance/independence: Durrett is a management director (non-independent); Board mitigates combined CEO/Chair with a Lead Independent Director and majority-independent committees, but dual roles remain a monitoring point for governance-sensitive investors .
- Shareholder support: Strong say-on-pay (~96%) and clear pay philosophy suggest low near-term compensation-related voting risk; peer benchmarking at 25th/50th percentiles constrains pay inflation risk .