Arthur Amron
MAMMOTH ENERGY SERVICESAbout Arthur Amron
Arthur Amron (age 68) is Chairman of the Board of Mammoth Energy Services (TUSK), serving as a director since January 2019 and as Chairman since June 2019; he is a Special Limited Partner of Wexford Capital LP (since Jan 1, 2024) and previously served as Wexford’s Partner and General Counsel (1994–Dec 31, 2023) . He holds a J.D. from Harvard University and a B.A. from Colgate University, and is an inactive member of the New York Bar; he has long-standing board experience including Nephros, Inc. since 2007 . In 2024, the Board held 9 meetings (1 in-person, 8 virtual), and each director attended all Board and applicable committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mammoth Energy Services (TUSK) | Director; Chairman of the Board | Director since Jan 2019; Chairman since Jun 2019 | Leads Board agendas and oversight; separate Chair/CEO structure |
| Wexford Capital LP | Special Limited Partner | Since Jan 1, 2024 | Continuing affiliation; prior Partner/General Counsel (1994–2023) |
| Wexford Capital LP | Partner; General Counsel | 1994–Dec 31, 2023 | Led private equity, bankruptcy/restructuring transactions; served on boards/creditors’ committees of portfolio companies |
| Schulte Roth & Zabel LLP | Associate (corporate/bankruptcy law) | 1991–1994 | Legal practice |
| Debevoise & Plimpton LLP | Associate (corporate litigation/bankruptcy) | 1984–1991 | Legal practice |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Nephros, Inc. (public medical device company) | Director | Sep 2007 | Ongoing public board service |
| Wexford Capital LP | Special Limited Partner | Jan 2024 | Current affiliation; significant TUSK shareholder via Wexford entities |
Board Governance
- Independence: The Board’s independent directors are Corey Booker, Paul Jacobi, James Palm, and Arthur Smith; Amron is not identified as independent, implying he is non-independent due to Wexford ties .
- Lead Independent Director: Arthur Smith (also Audit Committee chair) .
- Committees (2024 membership and chairs): Audit (Smith*, Palm, Booker); Compensation (Jacobi*, Palm, Smith); Nominating & Corporate Governance (Palm*, Smith, Jacobi) .
- Amron’s committee roles: None disclosed; serves as non-independent Chairman .
- Meeting cadence/attendance: Board met 9 times (1 in-person, 8 virtual) in 2024; each director attended all Board and committee meetings; non-management directors held 5 executive sessions in 2024 .
Fixed Compensation
| Component | 2024 Amount | Terms | Notes |
|---|---|---|---|
| Annual Board cash retainer | $60,000 | Paid quarterly | Standard non-employee director retainer |
| Committee fees (audit, comp, nom/gov) | $0 | N/A | Amron not listed as committee member; no committee fees |
| RSU annual grant (fair value) | $100,000 | Vests on earlier of 1-year or next AGM | Grant under 2024 Equity Incentive Plan; time-based vesting |
| 2024 total director comp | $160,000 | Cash + RSUs | As reported for Amron |
| Unvested RSUs at 12/31/2024 | 27,856 | Vests Jun 11, 2025 | Per director compensation disclosure |
Director compensation structure:
- Policy: $60k cash retainer; audit chair/member $20k/$15k; comp and nom/gov chair/member $15k/$10k; annual RSU grant $100k, time-based vesting by next AGM .
- Ownership guidelines: Directors must own stock equal to 4x annual cash compensation; five-year transition period .
Performance Compensation
- No performance-based equity for directors disclosed; RSUs vest on time-based schedule, with no TSR/financial metric conditions .
| Performance Metric | Target | Outcome | Applies to Director Compensation? |
|---|---|---|---|
| TSR / financial metrics | Not disclosed | Not applicable | No performance metrics tied to director compensation |
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship | Governance Consideration |
|---|---|---|---|
| Nephros, Inc. | Director | External public board | Adds medical device governance experience |
| Wexford Capital LP | Special Limited Partner; prior Partner/GC | Wexford beneficially owns ~45.9% of TUSK via entities; other TUSK director (Jacobi) is Wexford employee; related-party dealings with Wexford | Concentrated shareholder influence; multiple Wexford affiliations on Board |
Expertise & Qualifications
- Legal/M&A: Decades in corporate, bankruptcy, restructuring transactions at Wexford and major law firms; board/creditors’ committee service .
- Education: Harvard Law School (J.D.); Colgate University (B.A. Political Theory); inactive NY Bar .
- Board leadership: Experienced Chair; separation of Chair and CEO roles supports oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | RSUs/Options | Notes |
|---|---|---|---|---|
| Arthur Amron | 19,279 | — | 27,856 RSUs vesting Jun 11, 2025 | Excludes 183,833 shares assigned to Wexford; Amron disclaims beneficial ownership of those |
| Wexford Capital LP (major holder) | 22,068,213 | 45.9% | — | Shared voting/dispositive power via Wexford entities |
Policies:
- Anti-hedging/pledging: Directors/officers prohibited from hedging and pledging; company reports no hedging and no pledging by current directors .
- Insider trading policy applies to directors, with procedures and compliance oversight .
Governance Assessment
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Strengths:
- Committee independence and financial literacy; Audit chaired by independent “financial expert,” Compensation and Nominating committees comprised of independent directors .
- Robust attendance across Board and committees; regular executive sessions by non-management directors .
- Clear Chair/CEO separation and established lead independent director role supporting oversight .
- Director equity grants and ownership guidelines promote alignment; anti-hedging/pledging and clawback policy enhance governance discipline .
-
Risks/Red Flags:
- Non-independent Chairman with deep, ongoing affiliation to Wexford, which holds ~45.9% of TUSK and engages in related-party transactions, including a prior $45M term loan (paid off Oct 2024 with waived penalty), JV (Brim Acquisitions), and leases/services with Wexford affiliates; multiple Wexford-linked directors (Amron, Jacobi) increase perceived influence and conflict potential .
- Amron holds no committee posts, limiting direct involvement in Audit/Comp/NomGov processes, with oversight instead via independent committee chairs; while this structure mitigates conflicts, concentrated shareholder ties remain a concern for investor confidence .
- Director compensation is time-based RSUs without performance conditions; while typical for directors, lack of performance linkage reduces at-risk alignment relative to executives .
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Mitigants:
- Audit Committee (independent) reviews and approves related-party transactions; Code of Ethics and annual questionnaires monitor conflicts; term facility was approved by independent Audit Committee and later terminated, with Wexford waiving fees, reducing ongoing financial entanglement .
Overall signal: Board process/attendance and independent committees are positives, but Wexford ownership and multiple affiliations—including a non-independent Chair—present ongoing conflict risks to monitor (transaction terms, committee rigor, information flow), relevant for governance-sensitive investors .