Frank Porcelli
About Frank Porcelli
Frank Porcelli, 63, is an independent Class II director of Smart Sand, Inc., appointed in February 2021 with his current board term ending at the 2027 annual meeting. He has 30+ years in finance and wealth management, including Managing Director and Chairman of BlackRock’s U.S. Wealth Advisory business (2006–2020), and earlier leadership roles at Merrill Lynch, Putnam Investments, Goldman Sachs, and Smith Barney. He is currently a partner and co-founder of Convergency Partners, and holds a B.A. in Accounting from Pace University. Smart Sand’s board has affirmatively determined that Porcelli is independent under NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Managing Director; Chairman, U.S. Wealth Advisory | 2006–2020 | Led U.S. wealth advisory; senior leadership in distribution and strategy |
| Merrill Lynch; Putnam Investments; Goldman Sachs; Smith Barney | Various leadership positions | Prior to 2006 | Senior roles in finance/wealth management; industry credibility |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Convergency Partners | Partner; Co‑Founder | Current | Financial advisory and wealth management firm |
Board Governance
- Board classification: Porcelli is a continuing Class II director; term expires 2027. The board comprises five members across three classes.
- Independence: Board determined Porcelli is “independent” under NASDAQ Rule 5605(a)(2).
- Committee assignments: Chair of Compensation; member of Audit; member of Nominating & Corporate Governance.
- Committee activity: Audit Committee held five meetings in 2024; Compensation Committee held one; Nominating & Corporate Governance Committee held one.
- Attendance and engagement: The board held five meetings in 2024; each incumbent director attended at least 75% of board and applicable committee meetings. Directors are required to attend annual meetings; all then‑appointed directors attended the 2024 annual meeting.
- Board leadership: CEO is not Chair; the board prefers at least one outside director to serve as Chair to promote active non‑employee director leadership.
Fixed Compensation
| Component (2024) | Amount ($) | Details |
|---|---|---|
| Annual cash fees | 72,500 | Fees earned or paid in cash; inclusive of board/committee service |
| Equity grant (grant‑date fair value) | 90,000 | 46,392 restricted shares; vested on Feb 22, 2025 |
| All other compensation | 0 | None reported |
| Total | 162,500 | Mix ~45% cash / 55% equity |
Grant details
- Director equity grant: 46,392 shares; vesting completed on February 22, 2025.
- Director compensation policy established November 2016—non‑employee directors may receive cash and equity under the 2016 Plan; reimbursed for out‑of‑pocket expenses; indemnified to fullest extent permitted.
Performance Compensation
| Metric | 2024 Treatment | Notes |
|---|---|---|
| Performance‑based director metrics | Not disclosed | Director equity awards were time‑based; no performance metrics tied to director compensation were disclosed. |
The Compensation Committee uses Meridian Compensation Partners as independent advisor for executive/director compensation; independence assessed and no conflicts identified.
Other Directorships & Interlocks
| Company/Organization | Role | Public Company? | Committee Roles |
|---|---|---|---|
| None disclosed | — | — | — |
- Compensation Committee Interlocks: None—no member has served as an officer/employee of Smart Sand, and no executive officer served on another company’s board/comp committee with reciprocal relationships in the past year.
Expertise & Qualifications
- Financial/wealth management expertise; senior distribution strategy leadership; enhances Compensation Committee effectiveness and capital markets perspective.
- Education: B.A. in Accounting (Pace University).
- Board qualifications noted by company: Extensive financial experience; well‑qualified for board service.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Unvested/Subject to Vesting | Notes |
|---|---|---|---|---|
| Frank Porcelli | 1,119,060 | 2.5% | 39,130 | Address of record: c/o Smart Sand |
- Shares outstanding at record date: 44,083,342 (basis for %).
- Hedging/pledging policy: Directors are prohibited from hedging and pledging company stock; no margin accounts/collateral pledges permitted.
Governance Assessment
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Strengths:
- Independent status with deep financial/wealth management background; chairs Compensation Committee—consistent with governance best practices.
- Meaningful share ownership (~2.5%), aligning incentives with shareholders; director equity mix favored (time‑based RSUs).
- Committee coverage across Audit, Compensation, and Nominating supports broad oversight; committees met regularly in 2024.
- Attendance policy adhered to; minimum 75% participation; annual meeting attendance confirmed.
-
Watch items:
- Registration Rights Agreement includes Porcelli among holders—facilitates liquidity; not inherently a conflict but notable for potential sale processes.
- Governance environment includes a Stockholders’ Agreement granting Keystone Cranberry (CEO‑affiliated) rights over board nominations and change‑of‑control approvals at certain ownership thresholds, which could constrain board flexibility independent of Porcelli’s role.
- Multiple family members of CEO employed by the company—requires continued robust related‑party oversight by independent directors; compensation disclosed.
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Red flags:
- None specific to Porcelli identified (no interlocks; hedging/pledging prohibitions in place; Section 16 compliance generally timely with exception noted for another individual).
Overall, Porcelli’s independence, committee leadership, and ownership position are positive signals for board effectiveness and alignment; monitoring of principal stockholder rights and familial employment remains a governance oversight priority.