Paul Jacobi

About Paul Jacobi

Paul Jacobi (age 58) is Chief Business Officer (effective July 1, 2025) and a director at Mammoth Energy Services; he will no longer be considered independent due to his management role and resigned his committee positions effective July 1, 2025 . He has served on Mammoth’s board since July 2020 and is a Managing Director at Wexford Capital responsible for private equity energy investments; prior roles include Moody’s (analyst), Kidder Peabody (senior financial analyst), and KPMG (audit manager). He holds a B.S. in accounting from Villanova and is a CPA . Company performance context: Mammoth’s TSR (value of $100 investment) fell from $245 in 2023 to $165 in 2024, and net loss increased to $207,326k in 2024 from $3,163k in 2023; the company emphasizes Adjusted EBITDA in pay design .

Past Roles

External Roles

Fixed Compensation

• Director compensation (2024): Board & committee retainers of $85,000 and stock awards of $100,000, totaling $185,000. As required by his Wexford employment, Jacobi’s 2024 director cash and RSUs were assigned to Wexford; beginning Jan 1, 2025, he personally receives board compensation .
• Non-employee director pay framework (as described in 8-K for mid-2025 appointments): $50,000 annual retainer, $5,000 per meeting over four regular meetings; audit chair $10,000 and audit members $5,000 .

Compensation as Chief Business Officer (CBO): No offer letter terms (salary, bonus, equity) were disclosed in the June 5, 2025 8-K appointing Jacobi to CBO; only independence/committee changes were provided .

Performance Compensation

• RSUs: As of Dec 31, 2024, Jacobi had an unvested director award of 27,856 RSUs scheduled to vest on June 11, 2025; annual non-employee director equity grants have a $100,000 value and vest on the earlier of 1 year or next annual meeting .
• Company-wide pay design: Compensation committee emphasizes long-term vesting and alignment, with clawback policy compliant with Nasdaq Rule 10D-1; executive bonuses have included discretionary cash tied to specific outcomes (e.g., PREPA receivables collections) .

Equity Ownership & Alignment

• Beneficial ownership: As of April 1, 2025, Jacobi showed no Mammoth shares beneficially owned; excludes 182,070 shares assigned to Wexford per his employment terms; also excludes the 27,856 RSUs vesting on June 11, 2025 .
• Ownership guidelines: Non-employee directors must own shares equal to 4x annual cash compensation within 5 years; compliance status for Jacobi is unclear given “—” beneficial ownership as of April 1, 2025 and prior Wexford assignment of awards .
• Hedging/pledging: Company policy prohibits pledging or hedging by executive officers and directors .
• Controlling shareholder alignment: Wexford Capital beneficially owns ~46% of Mammoth’s outstanding common stock, and Jacobi is a Wexford employee—elevating alignment and potential conflict considerations .

Employment Terms

• Role transition: Named Chief Business Officer effective July 1, 2025; independence status removed; resigned as compensation committee chair and member of nominating & corporate governance committee effective July 1, 2025 .
• Agreements and severance: No CBO employment agreement, severance multiples, or change-of-control terms disclosed in the appointment 8-K; the company typically accelerates RSUs upon change-of-control, death, or disability for NEOs, but Jacobi-specific terms were not provided .
• Indemnification/insurance: Company provides D&O liability insurance; bylaws include indemnification and advancement; customary indemnification agreements for directors and officers .
• Clawback: Compensation committee administers a clawback policy compliant with Nasdaq Rule 10D-1 .

Board Governance

• Committee history: Prior to becoming CBO, Jacobi chaired the compensation committee and served on the nominating & corporate governance committee; those roles ended when he became a non-independent executive-director .
• Committee meeting cadence in 2024: Audit (4), Compensation (2), Nominating & Corporate Governance (1) .
• Board leadership: Chairman and CEO roles are separated; a lead independent director presides over executive sessions; non-management directors held five executive sessions in 2024 .
• 2025 director slate: Jacobi stood for re-election and was elected on June 11, 2025 .

Director Compensation

Additional framework change noted in 8-K: $50,000 annual retainer and $5,000 per meeting (over four regular meetings), audit chair $10,000; applied to mid-2025 appointments .

Other Directorships & Interlocks

• Wexford affiliation: Jacobi is a Wexford employee, and Wexford beneficially owns ~46% of Mammoth—creating potential influence and related-party considerations .
• Related-party JV: Mammoth subsidiary Cobra Aviation entered a joint venture with a Wexford-controlled entity (Brim Acquisitions) in 2018; for 2024 Mammoth recognized $0.3m revenue and had $0.2m receivable outstanding .

Compensation Structure Analysis

• Increased guaranteed comp vs. at-risk: Director compensation features fixed cash retainers plus time-vested RSUs; awards vest on annual cycle (lower risk vs. performance-conditioned PSUs) .
• Clawback adoption: Formal clawback compliant with Nasdaq Rule 10D-1 mitigates risk of unearned payouts .
• Consultant use: Meridian Compensation Partners engaged in 2024 and 2025 to benchmark executive compensation; committee determined no conflicts of interest .
• Performance metrics: Company highlights Adjusted EBITDA and specific operational milestones (e.g., PREPA collections) for executive bonuses; director equity is time-based rather than performance-based .

SAY-ON-PAY & Shareholder Feedback

• 2025 Say-on-Pay approved: For 34,833,518; Against 424,587; Abstain 163,304; Non-votes 8,349,186 .
• Frequency vote: “1 Year” received 34,384,192 votes; “3 Years” 1,004,400; “2 Years” 13,165; Abstain 19,652; Non-votes 8,349,186—confirming annual say-on-pay cadence .

Risk Indicators & Red Flags

• Dual-role independence: Transition to management (CBO) while remaining a director eliminates independence; he resigned committee roles, but board oversight optics warrant monitoring .
• Related-party exposure: Wexford control (~46%) and JV ties could create conflicts; audit committee reviews related-party transactions without formalized standards beyond judgment and Code of Conduct—heightening governance risk .
• Limited personal ownership: “—” beneficial ownership as of April 1, 2025, with prior assignment of shares/RSUs to Wexford—potentially weaker personal alignment until new awards/holdings accumulate .
• Hedging/pledging: Prohibited, which reduces misalignment risk .

Equity Ownership & Director Guidelines

• Director stock ownership guideline: 4x annual cash compensation; 5-year transition window; Jacobi’s compliance status not determinable from disclosed holdings (beneficial ownership “—” as of April 1, 2025), though June 2025 RSU vest improves alignment .

Employment Terms and Change-of-Control Economics

• CBO appointment disclosures did not include salary, target bonus, or equity grants; severance/change-of-control terms for Jacobi are not disclosed. For NEOs (CEO/CFO), RSUs accelerate on change of control, death, or disability; similar mechanics may apply to other executives via plan terms, but Jacobi-specific terms are absent .

Investment Implications

• Alignment: Jacobi’s deep Wexford ties align him with the controlling shareholder but reduce independence; personal beneficial ownership was “—” as of April 1, 2025, with director RSUs vesting mid-2025—monitor subsequent Form 4 filings to assess accumulation versus disposition .
• Governance: Dual role as CBO+director, Wexford ownership, and related-party JV create governance overhang; independence mitigation via committee resignations is positive but scrutiny remains warranted .
• Compensation signals: Director equity is time-based; executive bonuses tied to discrete value realization (e.g., PREPA collections) indicate management focus on cash recovery and EBITDA—watch future CBO incentives for performance linkage to core operating KPIs (revenue/EBITDA growth, TSR) .
• Trading watchpoints: RSU vest in June 2025 could add near-term supply from directors; pledging/hedging prohibitions reduce forced selling risk; say-on-pay support was strong, lowering activist pressure on comp, but any future CBO package with rich guarantees or weak performance linkages would be a red flag .