James D. Young
About James D. Young
Executive Vice President, General Counsel and Secretary of Smart Sand, Inc. since June 2017; age 45 as of April 14, 2025 . Previously a partner at Fox Rothschild LLP for 13 years and Smart Sand’s outside general counsel; J.D. (Rutgers University School of Law) and B.A. in History and Political Science (University of Toronto) . Company performance context: FY2024 CEO pay-versus-performance table shows TSR value of an initial $100 rising to $126 in 2024 (from $108 in 2023 and $101 in 2022) alongside FY2024 net income of $2.992 million; FY2023 net income was $4.649 million . Most recent quarter: Q3 2025 revenue $92.8 million, net income $3.0 million, cash from operations $18.2 million, Adjusted EBITDA $13.6 million, and free cash flow $14.8 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fox Rothschild LLP | Partner | ~2004–2017 | Led legal counsel for Smart Sand before joining; deep industry and corporate legal continuity . |
| Smart Sand, Inc. | Outside General Counsel (pre-2017) | Prior to Jun-2017 | Enabled seamless transition into in-house leadership; institutional knowledge . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | None disclosed . |
Fixed Compensation
Note: James D. Young is not a Named Executive Officer (NEO); his detailed pay elements are disclosed within “Employment of Certain Family Members” in proxies.
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cash compensation (incl. 401k/HSA/allowances; timing notes as disclosed) | $414,960 | $607,651 | $560,893 |
| Equity compensation (grant-date fair value) | $269,332 | $269,332 | $400,001 |
Observations:
- Equity awards are granted under the Amended and Restated 2016 Omnibus Incentive Plan; awards for executives are structured as restricted stock, typically with service-based and performance-based tranches (company-level description) .
- Perquisites and benefits for executives include 401(k) matching under a standard plan (100% of first 3% and 50% of 3–5%)—company-level policy disclosure; individual perquisite detail for James not itemized beyond inclusion in cash totals .
Performance Compensation
- Company discloses NEO annual bonus metrics (CEO: 100% target of base; other NEOs: 50% target), but does not specifically disclose James D. Young’s individual target, metrics, or payouts; accordingly, specific metric weightings, targets, actuals, and payouts for James are not disclosed .
- For context only (NEO program, not James-specific):
- FY2024 bonuses keyed to net free cash flow; payments reflected exceeding the target benchmark .
- FY2023 bonuses keyed to Adjusted EBITDA, sales volumes, total production costs/ton, and free cash flow; payments reflected exceeding production-cost target and free cash flow stretch, and above base (below target) for Adjusted EBITDA and sales volumes .
Because James is not an NEO, Smart Sand does not provide his personal bonus framework or performance vesting outcomes. No individual weighting/target/actual/payout table is disclosed for him .
Equity Ownership & Alignment
| Ownership Metric | As of Apr 17, 2023 | As of Apr 15, 2024 | As of Apr 14, 2025 |
|---|---|---|---|
| Shares beneficially owned | 329,726 | 465,284 | 596,175 |
| Percent of class | <1% | 1.1% | 1.4% |
| Shares remaining subject to vesting | 288,964; 143,392 performance-based | 368,794; 175,820 performance-based | Not specified in footnote excerpt for 2025; table shows total beneficial shares only |
| Pledging/Hedging | Prohibited for employees, officers, directors (no margin accounts/pledging; hedging banned) |
Interpretation:
- Ownership increased meaningfully from 2023 to 2025; presence of sizable unvested shares in 2023–2024 indicates retention alignment via ongoing vesting .
- Company-wide prohibition on hedging and pledging reduces misalignment/credit risk red flags .
Employment Terms
- Current role: Executive Vice President, General Counsel and Secretary; appointed June 2017 .
- Family relationships: Brother of CEO Charles E. Young and COO William John Young (disclosed and governed under related-person procedures) .
- Related-person oversight: Board policy requires quarterly review/approval/ratification of related-person transactions; aims for arm’s-length comparability where applicable .
- Severance/change-of-control terms: Not individually disclosed for James. Company describes restricted stock change-of-control treatment for NEOs (performance deemed at target; time-based vesting accelerates upon termination without Cause or for Good Reason within 18 months), but this is explicitly stated only for NEOs—not extended to James in disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Smart Sand, Inc. | EVP, General Counsel & Secretary | 2017–present | Legal and governance leadership; corporate secretary duties, stockholder communications channel . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | None disclosed . |
Compensation Structure Analysis
| Element | FY 2022 | FY 2023 | FY 2024 | Commentary |
|---|---|---|---|---|
| Cash vs. Equity Mix | Cash $414,960; Equity $269,332 | Cash $607,651; Equity $269,332 | Cash $560,893; Equity $400,001 | Equity rose in 2024, suggesting increased long-term incentive emphasis; cash elevated in 2023 then normalized in 2024 . |
| Award Type Trends | Restricted stock (company-level plan design) | Restricted stock (company-level plan design) | Restricted stock (company-level plan design) | Company shifted away from options; 2024 equity program for executives consisted solely of restricted stock (no options) . |
| Ownership Growth | 329,726 → 465,284 → 596,175 shares | Indicates rising alignment and potential retention via unvested shares . |
Risk Indicators & Red Flags
- Hedging/pledging prohibited; mitigates alignment concerns related to collateral pledges or hedging strategies .
- Section 16(a) reporting: FY2024—no delinquent reports for officers/directors/principal stockholders; FY2025—one delinquent Form 4 by Christopher Green (not James); FY2023—Clearlake late on one Form 4, not James .
- Related party employment disclosed and governed by policy; Board reviews related-person transactions at least quarterly .
- No disclosures of legal proceedings, SEC investigations, tax gross-ups, option repricing, or shareholder proposal concerns related to James .
Governance & Committee Context (Company-level)
- Compensation committee uses independent consultant (Meridian); reviews executive/board compensation and equity program design .
- Stockholder communications are routed through the Secretary (James D. Young), indicating centrality in governance workflows .
Performance Context (Recent)
| Metric | Period | Value |
|---|---|---|
| Revenue | Q3 2025 | $92.8 million |
| Net Income | Q3 2025 | $3.0 million |
| Cash from Operations | Q3 2025 | $18.2 million |
| Adjusted EBITDA | Q3 2025 | $13.6 million |
| Free Cash Flow | Q3 2025 | $14.8 million |
| Segment Revenue | Q3 2025 | Sand $91.643m; SmartSystems $1.137m |
Investment Implications
- Alignment: Rising beneficial ownership and substantial unvested shares in 2023–2024 indicate strong retention incentives; company-level ban on pledging/hedging removes key misalignment risks .
- Disclosure gap: As a non-NEO, James’s specific bonus metrics/targets and change-of-control/severance economics are not disclosed, limiting precision in pay-for-performance and downside protection analysis .
- Stability signal: No insider reporting issues tied to James; governance role as Secretary centralizes stockholder communications, reinforcing compliance culture .
- Company fundamentals: Improving TSR values and recent quarter profitability and cash generation provide constructive backdrop for equity-based incentives to motivate sustained execution .