Ronald P. Whelan
About Ronald P. Whelan
Ronald P. Whelan is Executive Vice President of Last Mile Solutions at Smart Sand, appointed in January 2025 after serving as EVP of Sales since June 2018, following prior roles in business development and operations since joining in 2011 . He is 48 years old as of April 14, 2025, and holds a B.A. in Marketing and an M.S. in Instructional Technology from Bloomsburg University . His background spans 20+ years across mining, technology, and renewable energy, including leading design, development, and production for the Oakdale facility . Company performance metrics informing executive incentives emphasize free cash flow and ROIC in recent plans, with 2024 annual bonuses for NEOs tied to net free cash flow and multi‑year equity awards linked to ROIC and free cash flow outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Smart Sand, Inc. | EVP, Last Mile Solutions | Jan 2025–present | Leads last‑mile logistics offering; expanded remit beyond sales . |
| Smart Sand, Inc. | EVP, Sales | Jun 2018–Dec 2024 | Drove commercial strategy and sales execution . |
| Smart Sand, Inc. | EVP, Business Development | Apr 2017–Jun 2018 | Led BD initiatives during expansion of service offerings . |
| Smart Sand, Inc. | VP, Business Development | Sep 2016–Mar 2017 | Advanced growth pipeline and customer development . |
| Smart Sand, Inc. | Director, Business Development | Apr 2014–Aug 2016 | Built BD function post‑operations scale‑up . |
| Smart Sand, Inc. | Operations Manager (Oakdale) | Nov 2011–Apr 2014 | Designed, developed, and led production of Oakdale facility . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Software design company (self‑owned) | Owner/Operator | 2004–2011 | Ran own software design business . |
| Premier Building Systems LLC | Member | 2008–2009 | Participated in building systems venture . |
Fixed Compensation
- Not disclosed for Whelan; 2024 proxy identifies NEOs as CEO, CFO, and COO only, with detailed cash/equity compensation limited to NEOs .
- Company states executive pay elements include base salary, annual cash incentive awards, and long‑term equity, plus standard benefits participation .
Performance Compensation
- Individual annual bonus targets and payouts for Whelan are not disclosed; 2024 and 2023 bonus frameworks pertain to NEOs. For 2024, NEO bonuses were based on net free cash flow (CEO target 100% of base, up to 200%; other NEOs 50% of base, up to 125%) .
- Long‑term incentives in 2024 and 2023 focused on ROIC and net/cumulative free cash flow for NEO awards; no Whelan‑specific grant sizes are disclosed .
Company Bonus Plan Metrics (Context for pay-for-performance)
| Year | Metric | Description | Target/Payout Notes |
|---|---|---|---|
| 2024 | Net Free Cash Flow | Company free cash flow less specified distributions, debt payments, acquisitions; exceeded target in 2024 . | CEO target 100% (max 200%); other NEOs 50% (max 125%) . |
| 2023 | Adjusted EBITDA; Sales Volumes; Production Cost/Ton; Free Cash Flow | Exceeded cost/ton target and FCF stretch; exceeded base benchmarks for EBITDA and volumes . | NEO targets applied; individual non‑NEO targets not disclosed . |
Equity Ownership & Alignment
| Metric | Apr 15, 2024 | Apr 14, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 553,818 | 683,715 |
| Ownership (% of shares outstanding) | 1.3% (out of 42,356,632 SO) | 1.6% (out of 44,083,342 SO) |
| Shares subject to vesting (unvested) | 368,794, incl. 175,820 performance‑vesting | Not detailed in footnote text for Whelan in 2025 proxy chunk; table confirms total beneficial shares |
| Pledging/Hedging Policy | Company prohibits hedging and pledging/margin transactions for employees, officers, and directors | Company prohibits hedging and pledging/margin transactions |
- Stock ownership guidelines and compliance status for Whelan are not disclosed.
- Options data (exercisable/unexercisable) are not disclosed for Whelan; equity program presently emphasizes restricted stock rather than options .
Employment Terms
- Change‑in‑control terms (as disclosed for NEO restricted stock agreements): performance‑vesting RS awards deemed achieved at target upon change‑in‑control; time‑based RS accelerate if termination without Cause or for Good Reason within 18 months; Good Reason defined as ≥10% reduction in base salary and target bonus .
- Company insider trading compliance policy and anti‑hedging/pledging rules apply to officers and employees .
- Non‑compete/non‑solicit, severance multiples, and employment contract specifics for Whelan are not disclosed.
Compensation Committee Analysis
- Committee members: Frank Porcelli (Chair), Timothy J. Pawlenty, Sharon Spurlin; all independent per NASDAQ/Exchange Act .
- Uses Meridian Compensation Partners as independent consultant since late 2020; independence assessed with no conflicts identified .
- Committee oversees salaries, incentives, equity plan/ESPP administration; held one meeting in 2024 .
Performance & Track Record
- Tenure and role progression reflect execution leadership spanning operations, business development, and sales culminating in last‑mile leadership in 2025 .
- Company‑level capital return actions (buybacks, special dividend) underscore free cash flow focus, a key performance metric in executive compensation design; these are corporate actions, not Whelan‑specific .
- Specific TSR, revenue growth, and EBITDA growth attributed to Whelan’s tenure are not disclosed in the proxies reviewed.
Investment Implications
- Alignment: Material personal stake (1.6% of SO as of April 14, 2025) indicates strong ownership alignment; company prohibits hedging/pledging, reducing misalignment risk .
- Incentive design: Company’s pay‑for‑performance framework emphasizes free cash flow and ROIC; while Whelan’s individual targets are undisclosed, his leadership in last‑mile and prior sales roles likely ties to these outcomes .
- Retention: Long tenure (since 2011) and expanded responsibilities into Last Mile Solutions suggest low near‑term retention risk; lack of disclosed personal severance/change‑in‑control cash terms limits visibility into exit economics .
- Trading signals: No Form 4 data surfaced here; monitor future insider filings and vesting calendars for potential selling pressure and 10b5‑1 plan adoptions at the individual level (company adopted a 10b5‑1 repurchase plan in 2025) .