Martin Jimmerson
About Martin Jimmerson
Independent director since 2019 (age 61), currently Chair of the Audit Committee and a member of the Compensation Committee at Target Hospitality. He is CEO and CFO of NorAm Drilling Company and previously served as CFO and later Interim CEO/President of RigNet, with earlier CFO experience at River Oaks Imaging; he holds a bachelor’s degree in accounting from Baylor University. The Board identifies him as an “audit committee financial expert,” and has determined he is independent under Nasdaq rules. Tenure on TH’s board: ~6 years.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NorAm Drilling Company | CEO and CFO | 2017–present (CFO and Interim CEO at start; currently CEO & CFO) | Leadership of drilling operations; finance and capital structure expertise brought to TH’s board |
| RigNet, Inc. | SVP & CFO; later Interim CEO & President | 2006–Jun 2016 | Led finance, reporting, and later overall operations at a global technology/communications company |
| River Oaks Imaging & Diagnostic, LP | CFO | 2002–2005 | Oversaw diagnostic services finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NorAm Drilling Company | CEO and CFO | 2017–present | Not disclosed in proxy as a Target Hospitality related-party transaction |
No other U.S. public company directorships for Mr. Jimmerson are disclosed in the proxy.
Board Governance
- Committee assignments and chair roles:
- Audit Committee Chair; named as the committee’s “audit committee financial expert.” Responsibilities include oversight of financial reporting, internal controls, auditor independence, disclosure controls, risk assessment (including technology/AI/cybersecurity), ethics, whistleblower processes, and related-party transaction approvals. All members meet Nasdaq/SEC independence and financial competency standards.
- Compensation Committee member; the committee is fully independent and retains FW Cook as its independent compensation consultant; no committee interlocks or insider participation disclosed.
- Effective immediately after the 2025 annual meeting, he will join the Nominating & Corporate Governance Committee.
- Independence status: The Board determined Mr. Jimmerson is independent; the Board maintains a majority of independent directors.
- Attendance and engagement:
- 2024 meeting cadence and attendance: Board 14 meetings (85% attendance); Audit 4 (88%); Compensation 5 (90%); Nominating & Corporate Governance 3 (89%). Directors are expected to participate in all meetings; 71% of directors attended the 2024 annual meeting.
- Regular independent executive sessions of non-management/independent directors.
- Risk oversight: Audit Committee receives regular technology and cybersecurity updates; board oversees enterprise risk including cybersecurity and AI.
Fixed Compensation (Director)
Company policy for non-executive directors (2024):
| Position/Role | Cash Retainer | Equity (RSUs) | Notes |
|---|---|---|---|
| Non-Executive Chair (through May 22, 2024) | $150,000 | $150,000 | |
| Non-Executive Chair (beginning May 23, 2024) | $160,000 | $150,000 | |
| All Other Non-Executive Directors (through May 22, 2024) | $80,000 | $115,000 | |
| All Other Non-Executive Directors (beginning May 23, 2024) | $90,000 | $115,000 | |
| Audit/Comp/NCGC Chair retainers | $25,000 each | — | |
| Special Committee (Mar–Sep 2024) | $20,000 one-time; $10,000 monthly (members) | — | $30,000 one-time; $15,000 monthly (chair) |
Jimmerson – 2024 actual director compensation:
| Component | Amount |
|---|---|
| Fees earned or paid in cash | $189,289 |
| Stock awards (RSUs grant-date fair value) | $112,206 |
| Total | $301,495 |
Note: The Company operated a Special Committee in 2024 with additional fees; Jimmerson’s cash exceeded base+chair levels in 2024 in a year when Special Committee fees were in effect.
Performance Compensation (Director)
| Equity Award | Grant Date | RSUs (#) | Grant-Date Price | Grant-Date Fair Value | Vesting | Deferral |
|---|---|---|---|---|---|---|
| Annual RSU | May 23, 2024 | 9,965 | $11.26 | $112,206 | Vests on earlier of next annual meeting or 12-month anniversary | Directors (other than Dorman and Hernandez) elected to defer settlement; Jimmerson elected deferral |
- As of Dec 31, 2024, Jimmerson held 146,404 outstanding RSUs (136,439 vested deferred; 9,965 unvested).
- Director equity is time-based (no performance metrics). Deferral elections allow aligning interests while managing tax/settlement.
Other Directorships & Interlocks
- Other public company boards: None disclosed for Jimmerson in the proxy.
- Compensation Committee interlocks: None; no members served as TH officers in the prior three years; no interlocking relationships with other companies’ comp committees.
Expertise & Qualifications
- Financial leadership: Former CFO and Interim CEO/President (RigNet); current CEO & CFO (NorAm Drilling).
- Audit committee financial expert designation; deep accounting, financial reporting, capital structure, planning, and forecasting expertise.
- Education: B.S. in Accounting, Baylor University.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (Mar 25, 2025) | 156,404 shares; less than 1% of outstanding shares |
| Included within above | 9,965 shares deliverable within 60 days via RSU settlement |
| Outstanding RSUs (Dec 31, 2024) | 146,404 (136,439 vested deferred; 9,965 unvested) |
| Pledging/Hedging | Company prohibits pledging and hedging by directors; to the Company’s knowledge, no common shares beneficially owned by any executive officer, director or nominee have been pledged. |
| Ownership guidelines | Directors subject to stock ownership guidelines based on a multiple of the annual cash retainer; five-year compliance window; RSUs subject only to time vesting count; PSUs/Options do not. |
Governance Assessment
- Strengths for investor confidence:
- Financial rigor and oversight: Audit Chair and named financial expert leading oversight of financial reporting, internal controls, ethics/compliance, and auditor independence; Audit Committee covers technology/AI/cyber risks.
- Independence and structure: Board majority independent; separate Chair/CEO model; regular independent executive sessions.
- Ownership alignment: Material deferred RSUs and director ownership guidelines; prohibition on hedging/pledging.
- Shareholder alignment signals: 2024 say‑on‑pay received >98% support, indicating strong shareholder confidence in compensation governance.
- Potential watch items:
- Majority ownership influence: TDR Capital, via affiliates, is the majority shareholder, which can concentrate control (Board acknowledges Chair Stephen Robertson’s non‑independence due to TDR tie). Continued vigilance on minority shareholder protections is warranted.
- Time commitments: Jimmerson’s concurrent CEO/CFO role at NorAm Drilling is noted; no related‑party transactions are disclosed, and related‑party approvals are overseen by the Audit Committee.
Related‑party oversight: The Audit Committee reviews and must approve related‑party transactions; no Jimmerson‑specific related‑party transactions are disclosed in the 2025 proxy.