Andrew Speaker
About Andrew Speaker
Andrew Speaker (age 62) is Chairman of the Board at Smart Sand, Inc. (SND). He joined the board in September 2011, served as Co‑Chairman from June 2014, and became Chairman on January 1, 2024. He previously served as SND’s Chief Executive Officer (April 2011–June 2014) and continues as an employee in the role of Senior Advisor on Special Projects. He holds a B.S. in Accounting from LaSalle University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smart Sand, Inc. | Chief Executive Officer | Apr 2011 – Jun 2014 | Led the company through early growth; later transitioned to Senior Advisor |
| Smart Sand, Inc. | Senior Advisor on Special Projects (employee) | Jun 2014 – present | Ongoing advisory employment concurrent with board service |
| Mercer Insurance Group, Inc. (and subs.) | President & CEO; previously CFO, COO | 2000 – 2011 | Multi‑functional leadership across finance and operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Unnamed privately‑held company | Director | Jun 2015 – Jan 2019 | No current public company directorships disclosed in proxy |
Board Governance
- Role and classification: Chairman of the Board; Class II director; term expires in 2027; appointed to board in 2011.
- Independence: The company determined that only Timothy J. Pawlenty, Sharon Spurlin, and Frank Porcelli are independent under NASDAQ rules; Mr. Speaker is not listed among independent directors (non‑independent chair).
- Committee assignments: Mr. Speaker is not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees. Audit: Spurlin (Chair), Pawlenty, Porcelli; Compensation: Porcelli (Chair), Pawlenty, Spurlin; Nominating & Corporate Governance: Pawlenty (Chair), Porcelli.
- Attendance: The board met 5 times in 2024; each incumbent director attended at least 75% of board and applicable committee meetings; all then‑appointed directors attended the 2024 annual meeting.
- Board/committee activity levels: Audit Committee held 5 meetings; Compensation Committee 1; Nominating & Corporate Governance Committee 1 (2024).
- Hedging/pledging policy: Directors are prohibited from hedging or pledging SND stock; margin purchases and holding in margin accounts are prohibited.
Fixed Compensation (Director)
| Year | Cash (Fees/Salary) | Equity Grant (Grant Date Fair Value) | Other | Details |
|---|---|---|---|---|
| 2024 | $100,000 | $90,000 | $4,000 | 46,392 restricted shares granted to each director; Mr. Speaker’s $100,000 was paid for his employee role (Senior Advisor); shares vested on Feb 22, 2025. |
Note: Per proxy footnote, Mr. Speaker is also an employee and received $100,000 cash and a $4,000 401(k) contribution in 2024 in connection with his employment; equity shown reflects director award.
Performance Compensation (Director)
- Director equity in 2024 consisted of time‑based restricted stock that vested in full on February 22, 2025; no performance metrics disclosed for director equity.
- The company’s executive performance metrics (for NEOs) include net free cash flow and, historically, Adjusted EBITDA, volumes, and production cost per ton; these do not apply to directors’ compensation.
| Metric Category | Applies to Directors? | Disclosed Detail |
|---|---|---|
| Performance‑based equity (PSUs/options) | No | 2024 director grant was time‑based RS (vested 2/22/2025). |
| Annual performance metrics for pay | No | Metrics disclosed for NEOs, not directors. |
Other Directorships & Interlocks
| Type | Entity | Role | Committees/Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No current public company directorships in proxy. |
| Private company boards | Unnamed | Director (past) | Jun 2015–Jan 2019. |
| Interlocks | None disclosed | — | No compensation committee interlocks disclosed. |
Expertise & Qualifications
- Operating and financial leadership: Former CEO, CFO, and COO of Mercer Insurance Group; former CEO of SND.
- Accounting education: B.S. in Accounting (LaSalle University).
- Sector familiarity: Insurance and industrial materials/logistics through SND; multi‑decade executive experience.
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | Notes |
|---|---|---|---|
| Andrew Speaker | 989,822 | 2.2% | Includes 39,130 shares subject to vesting. |
Additional context:
- Shares outstanding at record date: 44,083,342 (used by company to compute percentages).
- Registration rights: Mr. Speaker and the Speaker Children 2012 Irrevocable Trusts are parties to SND’s registration rights agreement (ability to request registration of shares).
- Hedging/pledging prohibited by policy (reduces alignment risk concerns).
Governance Assessment
- Independence and role: Mr. Speaker is a non‑independent Chairman due to ongoing employment as Senior Advisor; while SND separates the CEO and Chair roles, the Chair’s lack of independence may be viewed as a governance weakness relative to best practice (independent chair).
- Committees: He does not sit on key committees (Audit, Compensation, Nominating & Governance), which are fully independent and chaired by independent directors—this mitigates potential conflicts from his non‑independent status.
- Attendance and engagement: Met company attendance policy (≥75%); board met 5 times; all directors attended the 2024 annual meeting—no engagement red flags.
- Pay and alignment: Director equity grants (time‑based) and substantial share ownership (~2.2%) support alignment; the added employment cash ($100k) for his advisory role creates optics of dual compensation but is transparent in disclosure.
- Related‑party/conflict monitoring: Company prohibits hedging/pledging; maintains a related‑party review policy; Mr. Speaker is a party to registration rights (common for legacy holders). No specific related‑party transactions disclosed for him in 2024.
- Structural influences: Stockholders’ agreement grants Keystone Cranberry (CEO‑affiliated) nomination rights at certain ownership thresholds, shaping board composition; Clearlake no longer has such rights. This is broader governance context rather than specific to Mr. Speaker but relevant to overall board independence.
Additional Reference Data (Board/Company)
- Independent directors: Pawlenty, Spurlin, Porcelli.
- Committee meeting counts (2024): Audit 5; Compensation 1; Nominating & Governance 1.
- Section 16 compliance: Company noted one late filer (Christopher Green), not involving Mr. Speaker.