William A. Zartler
About William A. Zartler
Chairman and Chief Executive Officer of Solaris Energy Infrastructure, Inc. (“SEI”); age 59; Director since February 2017; CEO since July 2018; previously Chairman/CEO of SEI’s predecessor (Oct 2014–IPO May 2017). Education: B.S. Mechanical Engineering (UT Austin), MBA (Texas A&M). Career credentials span founding/managing a $7B energy private equity platform (Denham Capital), senior operating roles at Dynegy, and multiple founder/operator roles in midstream, logistics, and distributed power assets. 2024 pay-versus-performance shows strong stock performance (Company TSR $100→$262 vs peer group $198) alongside EBITDA of $95.9M and Net Income of $28.9M; management emphasizes EBITDA as the core performance link to pay .
| Performance Snapshot | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return ($100 →) | $82 | $69 | $262 |
| Peer Group TSR ($100 →) | $177 | $166 | $198 |
| Net Income ($) | $33,512,000 | $38,775,000 | $28,918,000 |
| EBITDA ($) | $72,237,000 | $86,087,000 | $95,949,000 |
2024 “transformational” pivot: Closed the MER acquisition and launched Solaris Power Solutions (data center-focused distributed power) which drove YoY Adjusted EBITDA growth and underpins a multiyear capex program; Logistics remains a stable cash generator funding growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Solaris Energy Infrastructure (predecessor) | CEO & Chairman | Oct 2014–May 2017 | Built logistics platform to IPO; foundation for SEI |
| Solaris Energy Infrastructure, Inc. | Chairman | 2017–Present | Combined Chair/CEO leadership and strategy |
| Dynegy Inc. | SVP & GM (NGL business) | Prior to 2004 | Built/managed NGL business; operating depth |
| Denham Capital Management | Founder & Managing Partner | 2004–Jan 2013 | Led global midstream/OFS investing; Investment & Exec Committees |
| Loadcraft Site Services, LLC | Executive Chairman | Feb 2014–Sep 2014 | Early growth/operating leadership in oilfield services |
| NGL Partners LP (GP) | Director | Sep 2012–Aug 2013 | Midstream governance experience |
External Roles
| Organization | Role | Years | Strategic Impact / Notes |
|---|---|---|---|
| Solaris Energy Capital, LLC | Founder, Sole Member/Manager | Jan 2013–Present | Related-party investor; holds SEI Class B via Solaris Energy Capital |
| Aris Water Solutions, Inc. (NYSE: ARIS) | Executive Chairman | IPO Oct 2021–Present | Water midstream leadership; compensation committee links via shared directors at ARIS (e.g., W.H. Keenan also on ARIS board) |
| UT Austin Cockrell School of Engineering | Engineering Advisory Board | Ongoing | Academic/industry linkage |
Board Governance Overview (SEI)
- Board service history: Director since Feb 2017; Class III; Chairman since 2017; CEO since July 2018; not independent by NYSE standards given CEO status .
- Dual-role implications: Combined Chair/CEO; Board cites unified leadership benefits; mitigated by majority-independent board and a designated Lead Independent Director (F. Gardner Parker) overseeing executive sessions and acting as liaison .
- Committees: Audit, Compensation, and Nominating/Governance comprised entirely of independent directors; Zartler is not on board committees .
- Attendance: Each director attended ≥75% of board/committee meetings in 2024; all directors attended the 2024 annual meeting .
- Director compensation: Employee-directors (Zartler as CEO) receive no additional board pay .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $304,923 | $321,000 | $321,000 |
| One-time Bonus | $0 | $0 | $211,100 (transformational year) |
| All Other Comp (incl. 401(k) match) | $0 | $19,800 | $20,700 |
Notes:
- CEO base remained flat YoY in 2023–2024; 2024 also included a discretionary one-time cash bonus for the MER-led transformation .
- 401(k) match program in place; company match raised to 6% beginning 2023 .
Performance Compensation
- Annual Incentive Plan design: Target 100% of base salary for CEO; 60% Company Performance (EBITDA & FCF; operating metrics: customer consistency, fully utilized systems, market share; plus safety), 40% Individual Performance; committee retains discretion; 2024 AIP capped around 100% of target .
- 2024 AIP performance: Financial 24% of target, Operating 26%, Safety 0%, Individual variable; total CEO payout 90% of target = $288,900 .
| 2024 Annual Incentive Detail | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| 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 |
| CEO AIP Result | — | $321,000 | — | $288,900 |
- Long-Term Incentive (LTIP) structure: Mix of time-based Restricted Stock Awards (RSAs) vesting ratably over 3 years and performance-based PSUs tied to Relative TSR (vs Russell 2000 Oil Equip & Services) and Absolute TSR; PSU payout 0–200%; Relative TSR vests 25%/25%/50% annually; Absolute TSR cliff at year 3; portions of 2023/2024 Relative TSR tranches vested at 200% .
| 2024 Grants (3/1/2024) | Type | Units/Shares | Grant-Date Fair Value |
|---|---|---|---|
| CEO RSA | Time-based | 262,500 | $2,233,875 |
| CEO PSU (Target) | Perf-based | 43,748 | $744,591 |
| CEO PSU (Max) | Perf-based | 174,992 | — |
Compensation Mix and Alignment
- Majority at-risk: ~90% of CEO total target direct compensation variable in 2024 (AIP + LTI) per program design .
- TSR emphasis: PSUs align with shareholder returns; 2024 CAP (“compensation actually paid”) rose alongside share price, reflected in TSR; committee prioritizes EBITDA as the primary financial measure linking pay to performance .
- Governance features: Clawback policy (SEC/NYSE compliant, adopted 2023); anti-hedging/anti-pledging insider trading policy (waivers, if any, by Audit Committee); no option repricing or excise tax gross-ups .
Equity Ownership & Alignment
- Beneficial ownership (as of Mar 21, 2025): 1,029,227 Class A (2.7% of A), 4,240,315 Class B (14.6% of B); combined voting power 12.3% (Class A + Class B vote together) .
- Structure: Class B carries votes only (no economics) corresponding to Solaris LLC Units; exchange/redemption mechanics allow Class B/Units to be redeemed for cash or Class A at Company’s option; corresponding Class B cancelled on exchange .
- Breakdown: Includes 450,381 unvested restricted Class A; 726,819 Class B directly; 3,513,496 Class B via Solaris Energy Capital, LLC (sole member); disclaims beneficial ownership beyond pecuniary interest in Solaris Energy Capital .
- Pledging/Hedging: Company policy prohibits pledging/hedging (waivers possible); proxy states no director/officer has pledged shares; monitor for any future waivers .
| Equity Position Detail (12/31/2024) | Quantity | Market/Notes |
|---|---|---|
| Unvested RSAs | 436,717 | $12,568,715 at $28.78/share |
| Unearned PSUs (at 100% target) | 131,246 | $3,777,260 at $28.78/share |
| Annual vesting cadence | — | RSAs vest ratably over 3 years; Relative TSR PSU tranches 25/25/50; Absolute TSR PSU cliff at yr 3 |
Trading/overhang considerations
- Seasonality: Many awards vest on or around March 1; watch Form 4 activity/10b5-1 plans near vest dates for potential supply; 2024 vesting used March 1 close ($8.51) to measure realized value .
Employment Terms
| Topic | Terms |
|---|---|
| Employment Agreement | None (no fixed-term employment contract) |
| Change-in-Control (CIC) | Double-trigger; if terminated without cause or resign for good reason within 90 days before or 12 months after a CIC |
| Cash Severance | Lump sum 2.5x–3.0x (tier-based) of base salary + target bonus |
| Health Benefits | Lump sum equal to 18–24 months of COBRA premiums less employee contribution (tier-based) |
| Bonus Treatment | Prior-year unpaid bonus (if any) + pro-rata current-year target bonus |
| Equity Treatment | Full vesting of unvested equity; PSUs vest at greater of target (100%) or actual achievement as of termination date |
| Conditions | Must sign and not revoke a release within 60 days |
Compensation Structure Diagnostics
- Cash vs equity mix: 2024 CEO cash comp included flat base ($321k), AIP payout at 90% of target ($288.9k), and discretionary one-time bonus ($211.1k), while equity grant-date value increased to $2.98M (RSAs+PSUs) vs $1.83M in 2023—tilting mix further to equity/at-risk pay consistent with growth pivot .
- Metric rigor: AIP tied to EBITDA/FCF and operating metrics; Safety underperformed in 2024 (0% payout), evidencing some downside sensitivity; AIP capped at ~100% target .
- LTI shift: Continued use of RSAs + TSR PSUs (no options) to balance retention with shareholder alignment; Relative TSR tranches reaching 200% in 2023/2024 show strong recent share performance vs peers—a potential forward vesting tailwind if momentum sustains .
- Say-on-pay support: 96% approval in 2024 suggests broad investor endorsement of design and outcomes .
- Risk controls: Clawback, anti-hedging/pledging, independent comp committee using external consultant (Pearl Meyer); no interlocks or option repricing noted .
Related Party Transactions (Governance Watchpoints)
- Administrative services (office/rent/travel/personnel) with Solaris Energy Management LLC and Blanco, LLC (entities owned by Zartler): paid at cost; ~$300,000 (2024) and ~$1,200,000 (2023); policy requires Audit Committee review; disclosed prepaids/accruals .
- Structural agreements dating to IPO: registration rights, Solaris LLC Agreement (exchange rights), tax receivable agreement (85% of tax savings) benefiting Original Investors .
- THRC affiliate interactions (customer/supplier) no longer related party as of Oct 1, 2024 (context, not Zartler-controlled) .
Multi-Year Executive Compensation (Summary)
| Year | Salary | Bonus | Stock Awards | Non-Equity Incentive (AIP) | All Other | Total |
|---|---|---|---|---|---|---|
| 2022 | $304,923 | $0 | $2,161,893 | $315,000 | $0 | $2,781,816 |
| 2023 | $321,000 | $0 | $1,832,000 | $320,000 | $19,800 | $2,492,800 |
| 2024 | $321,000 | $211,100 | $2,978,466 | $288,900 | $20,700 | $3,820,166 |
Track Record, Value Creation, and Execution Risk
- Strategic execution: Repositioned portfolio via MER acquisition and launch of Solaris Power Solutions; logistics business remains cash generative; plan to invest to meet data center power demand .
- Pay-performance linkage: 2024 TSR outperformance vs peer group and EBITDA growth supported heightened “compensation actually paid,” consistent with equity-heavy design .
- Risks: Execution on capex program; safety metric shortfall in 2024 (0% AIP payout component); related-party optics require continued robust audit oversight .
Compensation Peer Group (Benchmarking)
“Oilfield services and adjacent” comparative set used for 2024 decisions (e.g., Archrock, Cactus, Dril-Quip, Liberty, NOV, Patterson-UTI, ProFrac, Select Water Solutions, U.S. Silica, Newpark, Oil States, Nine Energy Services, ProPetro). Target positioning: 25th percentile base salary; 50th percentile total compensation with heavier LTI weighting .
Say-On-Pay & Shareholder Feedback
- 2024 say-on-pay support ~96%; committee retained overall program consistent with prior year given positive feedback .
Expert Qualifications
- Deep investing and operating pedigree across midstream, OFS, and distributed power; engineering and MBA credentials; service on multiple public boards (SEI, ARIS; prior NGL GP) and academic advisory board .
Investment Implications
- Alignment: High at-risk pay, TSR-linked PSUs, meaningful voting stake (12.3% combined), no pledging, and clawback/anti-hedging policy support shareholder alignment; discretionary 2024 bonus reflects board willingness to recognize strategic pivots .
- Catalysts/Risks: March 1 vesting cadence could produce episodic insider supply; monitor Form 4 filings and any 10b5-1 activity; PSU scaling to 200% on Relative TSR underscores sensitivity to relative performance momentum .
- Retention/CIC: Double-trigger CIC with 2.5x–3.0x cash multiple and full vesting of equity provides strong retention but could be costly in a sale; however, target-or-actual PSU vesting treatment balances incentives .
- Governance: Combined Chair/CEO mitigated by Lead Independent Director and fully independent key committees; ongoing related-party service arrangements necessitate vigilant audit oversight but are “at cost” and policy-governed .