Sharon S. Spurlin
About Sharon S. Spurlin
Sharon S. Spurlin, age 60 as of April 14, 2025, has served as an independent Class I director of Smart Sand since February 2015. She is a seasoned finance executive with 25+ years’ experience and currently serves as Senior Vice President and Treasurer at Plains All American Pipeline, L.P. (PAA), with responsibilities spanning debt capital markets, FP&A, customer credit, insurance risk management, FX/interest rate risk, and banking relationships; previously she was CFO of PetroLogistics LP (2012–2014) and held prior roles at PetroLogistics entities (2009–2014). The board has designated her as the Audit Committee Chair and its “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plains All American Pipeline, L.P. | Senior Vice President & Treasurer | Joined Oct 2014 – present (as disclosed) | Oversees debt capital markets, FP&A, credit, insurance risk, FX/IR risk, banking |
| PetroLogistics LP | Senior Vice President & Chief Financial Officer | 2012–2014 | Led IPO as MLP; senior finance leadership |
| PetroLogistics (privately-owned entities) | Various finance roles | 2009–2014 | Finance leadership roles |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| AdvanSix Inc. | Director | Elected Oct 2016 | Elected in connection with Honeywell spin-off; committee roles not disclosed |
Board Governance
- Independence: The board determined that Ms. Spurlin is “independent” under NASDAQ standards. She serves as Chair of the Audit Committee and is a member of the Compensation Committee; the board designated her as the Audit Committee Financial Expert.
- Committee activity (FY2024): Audit Committee held 5 meetings; Compensation Committee held 1; Nominating & Corporate Governance Committee held 1.
- Attendance and engagement: In 2024 the board held 5 meetings and each incumbent director attended at least 75% of board and applicable committee meetings; all then-appointed directors attended the 2024 annual meeting.
- Board structure/context: Class I director with term expiring at the 2026 annual meeting.
Meetings and Attendance
| Governance Item | 2024 |
|---|---|
| Board meetings held | 5 |
| Audit Committee meetings held | 5 |
| Compensation Committee meetings held | 1 |
| Nominating & Corporate Governance Committee meetings held | 1 |
| Director attendance threshold | Each incumbent ≥75% of board/committee meetings |
| Annual meeting attendance | All then-appointed directors attended 2024 annual meeting |
Committee Assignments (Current)
| Committee | Role |
|---|---|
| Audit Committee | Chair; Audit Committee Financial Expert |
| Compensation Committee | Member |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $72,500 | $72,500 |
| Equity stock awards ($, grant-date fair value) | $29,782 | $90,000 |
| Total ($) | $102,282 | $162,500 |
| Shares granted (RSAs) | 16,364 shares | 46,392 shares |
| Vesting date of annual RSAs | Aug 23, 2024 | Feb 22, 2025 |
Notes
- Breakdown of cash between base retainer vs. chair/member fees is not disclosed.
Performance Compensation
- Structure: Non-employee director equity compensation is time-vested restricted stock awards (RSAs); option or performance share units are not disclosed for directors. 2024 annual grant: 46,392 RSAs, grant-date fair value $90,000, vested Feb 22, 2025. 2023 annual grant: 16,364 RSAs, grant-date fair value $29,782, vested Aug 23, 2024.
- Performance metrics: None disclosed for director equity; awards are time-based.
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Current/Recent public boards | AdvanSix Inc. (elected Oct 2016) |
| Compensation Committee interlocks | Company discloses none for the Compensation Committee members in the past year. |
Expertise & Qualifications
- Financial leadership and capital markets: Extensive treasury and debt capital markets experience; oversees risk management for FX and interest rates at PAA.
- Audit oversight: Designated Audit Committee Financial Expert and Audit Chair at SND.
- Industry background: Energy midstream (PAA) and chemicals/petrochemicals (PetroLogistics), plus public company board experience (AdvanSix).
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (shares) | 239,961 |
| Unvested/subject to vesting (shares) | 39,130 |
| Ownership as % of outstanding | <1% (asterisked in table) |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors. |
Governance Assessment
Strengths
- Independent director with deep finance/treasury expertise; serves as Audit Chair and Audit Committee Financial Expert, enhancing financial reporting oversight.
- Strong engagement signals: ≥75% attendance threshold met; full board attendance at 2024 annual meeting; active committee calendars (Audit 5x in 2024).
- Compensation alignment: Mix includes equity with defined vesting; 2024 director equity grant increased versus 2023, maintaining skin-in-the-game; clear vesting dates.
- Risk controls: Explicit prohibition on hedging and pledging supports alignment with shareholders.
- Compensation advisor independence affirmed (Meridian) for committee work; no consultant conflicts.
Watch Items
- Board control context: Stockholders’ agreement grants Keystone Cranberry significant nomination and certain approval rights at specified ownership thresholds; broader board governance dynamics may warrant monitoring even with independent oversight on committees.
- Related-party environment: Multiple family members of the CEO employed by the company (not involving Ms. Spurlin); underscores the importance of independent audit/compensation oversight.
- Disclosure gaps typical for small-cap boards: No granular breakdown of director cash retainer vs. committee chair/member fees; no disclosed director ownership guidelines or compliance status.
RED FLAGS
- None specific to Ms. Spurlin disclosed (no related-party transactions, hedging/pledging prohibited by policy, attendance thresholds met).