Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. This disclosure was prepared in accordance with the requirements of Item 402(v) and does not necessarily reflect the value actually realized by our executives, how our executives’ compensation relates to company performance, or how our Compensation Committee evaluates compensation decisions in light of Company or individual NEO performance. Our Compensation Committee does not use “compensation actually paid” as a basis for making compensation decisions, nor does it use net income (as reflected below) for purposes of determining our executive’s incentive compensation. Please refer to the CD&A for a description of how executive compensation relates to Company performance and how our Compensation Committee makes its compensation decisions.
2023 Pay Versus Performance Table
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Summary Compensation Table Total for PEO ($) (1)
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Compensation Actually Paid to PEO ($) (2)
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Average Summary Compensation Table Total for Non-PEO
NEOs ($) (3)
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Average Compensation Actually Paid to Non-PEO
NEOs ($) (4)
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Value of Initial Fixed $100
Investment Based On:
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Net Income (Loss) ($M) (7)
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Total Stockholder Return (TSR) ($) (5)
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Peer Group Total Stockholder Return (TSR) ($) (6)
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901,175 |
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(147,385) |
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1,088,654 |
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(5,111,298) |
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46.82 |
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117.64 |
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(59.2 |
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688.4 |
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2,324,952 |
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2,794,186 |
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2,680,709 |
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3,264,406 |
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139.15 |
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115.44 |
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165.10 |
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811.2 |
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248,378 |
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248,378 |
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260,454 |
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260,454 |
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— (9)
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— (9)
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(43.5) |
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134.7 |
| (1) |
Matthew D. Wilks was our PEO for each year presented. |
| (2) |
SEC rules require certain adjustments be made to the “Total” column as reported in the “ Summary Compensation Table ” to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. The equity values are calculated in accordance with ASC Topic 718, Compensation — Stock Compensation . Valuation assumptions used to calculate fair values used a consistent process as done on the date of grant and were not materially different from those disclosed at the time of grant. The following tables detail these adjustments for our PEO: |
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Summary Compensation Table Total |
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248,378 |
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2,324,952 |
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901,175 |
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Less Aggregate Grant Date Fair Market Value of Equity Awards Granted During the Fiscal Year |
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— |
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1,145,481 |
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411,139 |
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Plus Fair Value at Fiscal Year End of Outstanding Equity Awards Granted During The Fiscal Year |
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— |
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1,614,715 |
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277,584 |
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Plus the change in Fair Value as of the vesting date of Outstanding Equity Awards granted in prior Fiscal Years (for which vesting conditions were satisfied) |
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(915,005) |
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Compensation Actually Paid to Mr. Matthew D. Wilks |
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| (3) |
The individuals comprising the non-PEO NEOs for each year presented are listed below: |
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Coy Randle
Brian Uhlmer
Johnathan L. Wilks
Robert Willette
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Coy Randle
Lance Turner
Johnathan L. Wilks
Robert Willette
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Lance Turner
Johnathan L. Wilks
Robert Willette
Matthew Greenwood
Blaine Wilbanks
Heather Klein
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| (4) |
As discussed in footnote (2), SEC rules require certain adjustments to be made in order to determine “compensation actually paid” as reported in the Pay versus Performance table above. The following table details these adjustments for the non-PEO NEOs: |
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Summary Compensation Table Total |
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260,454 |
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2,680,709 |
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1,088,654 |
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Less Grant Date Fair Market Value of Equity Awards Granted During the Fiscal Year |
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— |
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1,430,180 |
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3,025,693 |
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Plus Fair Market Value at Fiscal Year End of Outstanding Equity Awards Granted During The Fiscal Year |
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— |
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2,013,877 |
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1,422,618 |
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Plus the change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Fiscal Years (as of Year End) |
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(866,949) |
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Plus, for any Equity Awards Granted that Vest in the Same Year, the Fair Value as of the Vesting Date |
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353,273 |
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Plus the change in Fair Value as of the vesting date of Outstanding Equity Awards Granted in Prior Fiscal Years (for which vesting conditions were satisfied) |
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— |
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— |
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(4,103,201) |
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Compensation Actually Paid to our Non-PEO NEOs |
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(5,111,298) |
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| (5) |
The Company’s TSR for each applicable fiscal year is calculated based on a fixed investment of $100 as of May 13, 2022 (the date of the Company’s IPO). |
| (6) |
Represents the weighted peer group cumulative TSR from May 13, 2022 (the date of the Company’s IPO), weighted according to the respective companies’ stock market capitalization at the beginning of the period. The peer group used for this purpose includes Cactus, Inc., Champion X Corporation, Helmerich & Payne, Inc., Liberty Energy Inc., NexTier Oilfield Solutions Inc., NOV Inc., Patterson-UTI Energy, Inc., ProPetro Holding Corp., U.S Silica Holdings, Inc. and Weatherford International plc., which together comprise the Company’s 2023 compensation peer group. |
| (7) |
The dollar amounts reported represent the amount of net income (loss) previously disclosed in the Company’s audited GAAP financial statements for the applicable year, as required by Regulation S-X. |
| (8) |
While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, Adjusted EBITDA is the financial performance measure that, in our assessment, represents the most important performance measure used to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to the Company’s performance. Adjusted EBITDA is not a financial measure presented in accordance with generally accepted accounting principles in the United States (“GAAP”) and should not be considered as a substitute for net income, net loss, operating loss or any other performance measure derived in accordance with GAAP or as an alternative to net cash provided by operating activities as a measure of our profitability or liquidity. More information on Adjusted EBITDA can be found below under the section of this Proxy entitled “ Use of 2023 Adjusted EBITDA in Setting Compensation .” |
| (9) |
Because the Company’s IPO occurred on May 13, 2022, the Company’s TSR cannot be calculated for the selected period and therefore no meaningful comparison to the Peer Group TSR can be presented. |
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| Company Selected Measure Name |
Adjusted EBITDA
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| Named Executive Officers, Footnote |
| (3) |
The individuals comprising the non-PEO NEOs for each year presented are listed below: |
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Coy Randle
Brian Uhlmer
Johnathan L. Wilks
Robert Willette
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Coy Randle
Lance Turner
Johnathan L. Wilks
Robert Willette
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Lance Turner
Johnathan L. Wilks
Robert Willette
Matthew Greenwood
Blaine Wilbanks
Heather Klein
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| Peer Group Issuers, Footnote |
Represents the weighted peer group cumulative TSR from May 13, 2022 (the date of the Company’s IPO), weighted according to the respective companies’ stock market capitalization at the beginning of the period. The peer group used for this purpose includes Cactus, Inc., Champion X Corporation, Helmerich & Payne, Inc., Liberty Energy Inc., NexTier Oilfield Solutions Inc., NOV Inc., Patterson-UTI Energy, Inc., ProPetro Holding Corp., U.S Silica Holdings, Inc. and Weatherford International plc., which together comprise the Company’s 2023 compensation peer group.
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| PEO Total Compensation Amount |
$ 901,175
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$ 2,324,952
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$ 248,378
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| PEO Actually Paid Compensation Amount |
$ (147,385)
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2,794,186
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248,378
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| Adjustment To PEO Compensation, Footnote |
| (2) |
SEC rules require certain adjustments be made to the “Total” column as reported in the “ Summary Compensation Table ” to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. The equity values are calculated in accordance with ASC Topic 718, Compensation — Stock Compensation . Valuation assumptions used to calculate fair values used a consistent process as done on the date of grant and were not materially different from those disclosed at the time of grant. The following tables detail these adjustments for our PEO: |
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Summary Compensation Table Total |
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248,378 |
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2,324,952 |
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901,175 |
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Less Aggregate Grant Date Fair Market Value of Equity Awards Granted During the Fiscal Year |
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— |
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1,145,481 |
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411,139 |
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Plus Fair Value at Fiscal Year End of Outstanding Equity Awards Granted During The Fiscal Year |
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— |
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1,614,715 |
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277,584 |
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Plus the change in Fair Value as of the vesting date of Outstanding Equity Awards granted in prior Fiscal Years (for which vesting conditions were satisfied) |
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(915,005) |
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Compensation Actually Paid to Mr. Matthew D. Wilks |
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| Non-PEO NEO Average Total Compensation Amount |
$ 1,088,654
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2,680,709
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260,454
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ (5,111,298)
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3,264,406
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260,454
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| Adjustment to Non-PEO NEO Compensation Footnote |
| (4) |
As discussed in footnote (2), SEC rules require certain adjustments to be made in order to determine “compensation actually paid” as reported in the Pay versus Performance table above. The following table details these adjustments for the non-PEO NEOs: |
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Summary Compensation Table Total |
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260,454 |
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2,680,709 |
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1,088,654 |
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Less Grant Date Fair Market Value of Equity Awards Granted During the Fiscal Year |
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— |
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1,430,180 |
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3,025,693 |
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Plus Fair Market Value at Fiscal Year End of Outstanding Equity Awards Granted During The Fiscal Year |
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— |
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2,013,877 |
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1,422,618 |
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Plus the change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Fiscal Years (as of Year End) |
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(866,949) |
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Plus, for any Equity Awards Granted that Vest in the Same Year, the Fair Value as of the Vesting Date |
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353,273 |
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Plus the change in Fair Value as of the vesting date of Outstanding Equity Awards Granted in Prior Fiscal Years (for which vesting conditions were satisfied) |
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— |
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— |
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(4,103,201) |
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Compensation Actually Paid to our Non-PEO NEOs |
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(5,111,298) |
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| Tabular List, Table |
Financial Performance Measures Our Compensation Committee believes in a holistic evaluation of our NEOs’ and the Company’s performance and uses a mix of both financial and non-financial measures to align executive pay with Company performance. As required by SEC rules, the performance measures identified as the most important used to link the “compensation actually paid” to our NEOs’ for fiscal year 2023 compensation to the Company’s performance are listed in the table below.
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Adjusted EBITDA |
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Adjusted Free Cash Flow |
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Peer Group Analysis |
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| Total Shareholder Return Amount |
$ 46.82
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139.15
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| Peer Group Total Shareholder Return Amount |
117.64
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115.44
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| Net Income (Loss) |
$ (59,200,000)
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$ 165,100,000
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$ (43,500,000)
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| Company Selected Measure Amount |
688,400,000
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811,200,000
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134,700,000
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| PEO Name |
Matthew D. Wilks
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| Measure:: 1 |
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| Pay vs Performance Disclosure |
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| Name |
Adjusted EBITDA
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| Non-GAAP Measure Description |
| (8) |
While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, Adjusted EBITDA is the financial performance measure that, in our assessment, represents the most important performance measure used to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to the Company’s performance. Adjusted EBITDA is not a financial measure presented in accordance with generally accepted accounting principles in the United States (“GAAP”) and should not be considered as a substitute for net income, net loss, operating loss or any other performance measure derived in accordance with GAAP or as an alternative to net cash provided by operating activities as a measure of our profitability or liquidity. More information on Adjusted EBITDA can be found below under the section of this Proxy entitled “ Use of 2023 Adjusted EBITDA in Setting Compensation .” |
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| Measure:: 2 |
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| Pay vs Performance Disclosure |
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| Name |
Adjusted Free Cash Flow
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| Measure:: 3 |
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| Pay vs Performance Disclosure |
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| Name |
Peer Group Analysis
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| PEO | Grant Date Fair Market Value of Equity Awards Granted During the Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 411,139
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$ 1,145,481
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| PEO | Fair Value at Fiscal Year End of Outstanding Equity Awards Granted During The Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
277,584
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1,614,715
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| PEO | The change in Fair Value as of the vesting date of Outstanding Equity Awards granted in prior Fiscal Years [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(915,005)
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| Non-PEO NEO | Grant Date Fair Market Value of Equity Awards Granted During the Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
3,025,693
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1,430,180
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| Non-PEO NEO | The change in Fair Value as of the vesting date of Outstanding Equity Awards granted in prior Fiscal Years [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(4,103,201)
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| Non-PEO NEO | The change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Fiscal Years [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(866,949)
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| Non-PEO NEO | Fair Market Value at Fiscal Year End of Outstanding Equity Awards Granted During The Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
1,422,618
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$ 2,013,877
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| Non-PEO NEO | Equity Awards Granted that Vest in the Same Year, the Fair Value as of the Vesting Date [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 353,273
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