Mark Layton
MAMMOTH ENERGY SERVICESAbout Mark Layton
Mark Layton is Chief Financial Officer (since June 3, 2016) and Secretary (since the October 14, 2016 IPO) of Mammoth Energy Services, Inc. (TUSK); he is 50 years old and holds a B.S. in Accounting from the University of Central Oklahoma, and is a Certified Public Accountant . His 2024 compensation emphasized cash with a base salary rate increased to $500,000 effective May 1, 2024 and a discretionary bonus of $50,000 recognizing his role in collections from PREPA accounts receivable; no equity awards were granted in 2024 or to date in 2025 . The company prohibits hedging and pledging of securities by NEOs and directors, and adopted a clawback policy effective December 1, 2023 compliant with Nasdaq Rule 10D-1, mitigating misalignment and risk; no severance agreements exist beyond award acceleration terms tied to change-of-control or death/disability .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mammoth Partners (general partner) | Chief Financial Officer | Aug 2014 – Oct 2016 | Pre-IPO finance leadership across the partnership platform |
| Stingray Pressure Pumping LLC (subsidiary) | Chief Financial Officer | Jan 2014 – Aug 2014 | Subsidiary finance leadership supporting pressure pumping operations |
| Archer Well Company Inc. | Director of Finance, North America | Aug 2011 – Jan 2014 | Regional finance oversight for oilfield services operations |
| Great White Energy Services, Inc. | Corporate Controller & Director of Financial Reporting | Sep 2009 – Aug 2011 | Corporate reporting and controls in oilfield services |
| Crossroads Wireless, Inc. | Vice President of Finance | May 2007 – Sep 2009 | Finance leadership in wireless telecommunications |
| Chickasaw Holding Company | Director of Financial Reporting | Apr 2004 – May 2007 | Corporate reporting in telecom holding company |
| Finley & Cook PLLC | Public Accountant (early career) | — | Foundation in public accounting |
External Roles
- No external public-company board roles or committee positions are disclosed in the 2025 proxy biography for Mr. Layton .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary Paid ($) | $297,692 | $350,000 | $444,038 |
| Base Salary Rate ($) | $270,000 pre-8/15/2022; increased to $350,000 on 8/15/2022 | $350,000 | $500,000, effective 5/1/2024 |
| Bonus ($) | $300,000 (discretionary) | $330,000 (discretionary; paid Jan 2024 for 2023 PREPA collections) | $50,000 (discretionary; paid Mar 2024 for 2024 PREPA collections) |
| Stock Awards ($) | $— | $— | $— |
| All Other Compensation ($) | $9,150 (401(k) contributions) | $9,900 (401(k) contributions) | $10,350 (401(k) contributions) |
| Total Compensation ($) | $606,842 | $689,900 | $504,388 |
Notes: The compensation committee increased Layton’s base salary from $350,000 to $500,000 effective May 1, 2024 based on strong contributions . Annual bonuses are discretionary, tied to company and individual performance assessments, with 2023–2024 specifically recognizing PREPA accounts receivable collections .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | PREPA AR collections contribution | Discretionary | Not specified | Contributed to 2024 collections | $50,000 (awarded Mar 2024) | Cash (no vesting) |
| Annual Cash Bonus (2023) | PREPA AR collections contribution | Discretionary | Not specified | Contributed to 2023 collections | $330,000 (paid Jan 2024) | Cash (no vesting) |
| Long-term Incentives | RSUs under 2024 Plan | N/A | N/A | No grants to NEOs in 2024 or to date in 2025 | $0 | Time-based when granted (typically 3–4 years) |
The compensation philosophy emphasizes competitive pay and periodic long-term equity (RSUs) for alignment and retention; however, no RSU awards were granted to NEOs in 2024 or year-to-date 2025, concentrating Layton’s 2024 compensation largely in fixed cash and a small discretionary bonus .
Equity Ownership & Alignment
| Item | As of Apr 1, 2024 | As of Apr 1, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 418,985 | 418,985 |
| Percent of Class | <1% (“* Less than 1%”) | <1% (“* Less than 1%”) |
| Outstanding Equity Awards | None at FY 2023 year-end | None at FY 2024 year-end |
| Shares Pledged as Collateral | None; company policy prohibits pledging by NEOs/directors, with no current pledges | None; company policy prohibits pledging by NEOs/directors, with no current pledges |
| Hedging Policy | Hedging prohibited for NEOs/directors | Hedging prohibited for NEOs/directors |
| Executive Ownership Guidelines | Not disclosed; non-employee directors subject to substantial ownership guidelines | Not disclosed; non-employee directors subject to substantial ownership guidelines |
Equity Plan Capacity: As of December 31, 2024, 1,860,720 shares remained available for future issuance under the 2024 Equity Incentive Plan; 2016 Plan had 116,666 outstanding rights at that date . As of December 31, 2023, 2016 Plan had 302,383 outstanding rights and 587,950 available .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Type | Oral employment agreement since September 2014; terminable by either party |
| Base Salary Determination | Set and adjusted by the compensation committee based on contributions, tenure, market data; increased to $500,000 effective May 1, 2024 |
| Annual Bonus | Discretionary; committee evaluates company and individual performance; 2023–2024 awards tied to PREPA AR collections |
| Long-term Incentives | RSUs under the 2024 Plan with time-based vesting when granted; no NEO grants in 2024 or to date in 2025 |
| Severance | No written severance agreements; upon termination, accrued and unpaid compensation payable |
| Change-of-Control | RSU awards (if outstanding) may accelerate/convert; Administrator may assume, substitute, accelerate, or cancel awards with consideration in a Change in Control per the 2024 Plan |
| Clawback | Clawback policy adopted Dec 1, 2023; recoups excess incentive-based compensation following restatements within a 3-year lookback |
| Perquisites | Minimal (e.g., gym dues) and 401(k) contributions |
| Anti-Hedging/Pledging | Hedging and pledging are prohibited for NEOs/directors; no current pledges by NEOs/directors |
Compensation Committee Analysis
- Committee membership and 2024 activity:
- Compensation Committee members: Paul Jacobi (Chair), James Palm, Arthur Smith; held two meetings in 2024 .
- Role: Oversees and administers executive compensation, equity plans, clawback policy; sets NEO compensation and performance targets; reviews severance and change-of-control provisions .
- Consultant: Meridian Compensation Partners engaged March 2024 (and for 2025) to benchmark NEO compensation; no conflicts identified .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Non-Votes |
|---|---|---|---|---|
| 2025 Advisory Vote on Executive Compensation | 34,833,518 | 424,587 | 163,304 | 8,349,186 |
| 2025 Frequency of Advisory Vote (1 Year) | 34,384,192 | — | — | 8,349,186 |
The Board recommends annual say-on-pay and prohibits hedging/pledging; compensation aims to align executives with shareholders via periodic RSUs with multi-year vesting, although none were granted to NEOs in 2024 or YTD 2025 .
Investment Implications
- Alignment and incentives: Layton’s 2024 pay is predominantly fixed cash plus a modest discretionary bonus tied to operational cash realization (PREPA collections); absence of RSU grants in 2024/YTD 2025 reduces near-term vesting overhang and insider selling pressure, but also lowers equity-based alignment versus stated philosophy favoring equity weighting .
- Ownership and risk controls: He beneficially owns 418,985 shares (<1% of outstanding); anti-hedging/pledging policies and a clawback framework strengthen alignment and mitigate risk of misreporting or margin-call driven sales .
- Retention and severance economics: No guaranteed severance; change-of-control benefits are limited to equity award treatment per plan (and he had no outstanding awards at 2024 year-end), which reduces parachute risk but may also lessen retention hooks if equity grants remain sparse .
- Governance and shareholder support: Strong 2025 say-on-pay support with 34.8M votes for; compensation committee uses independent benchmarking (Meridian), suggesting market-aware pay decisions as the business transitions leadership and continues monetizing receivables .
Net view: Long-tenured CFO with deep oilfield services finance experience, strong cash-collection execution, and robust governance controls; near-term trading signals from insider vesting appear limited due to a lack of outstanding awards, while future equity grants under the 2024 Plan could reintroduce multi-year vesting dynamics important for monitoring potential selling pressure .