| | A word from our President & CEO “2023 proved to be another impressive year for Target Hospitality. Our strong financial performance was underscored by the commitment to continue providing our world class customers with the premier and differentiated service offerings they demand. I am grateful for our team’s dedication to excellence and their ability to execute our value of “whatever it takes.” “Our | | |
| Sincerely, | | | Sincerely, | |
| | | | ||
| Stephen Robertson Chairman of the Board of Directors | | | James B. Archer President and Chief Executive Officer | |
| | How to Vote | | | |||
| | Your vote is very important. Whether or not you plan to attend the Annual Meeting via live webcast, we hope you will vote as soon as possible. You can vote in person by attending the live webcast or by proxy. Registered holders may vote their shares by mail, while beneficial owners may vote by following the instructions provided by your broker, bank or other agent. See the “Information about the Virtual Annual Meeting and Voting” section for instructions on how to vote your shares. | | | |||
| | | | Attend the meeting live via webcast | | | |
| | | | Submit your proxy by internet (proxyvote.com) | | | |
| | | | Request a printed copy of the proxy materials then complete, sign, date and return the proxy card in the envelope provided | | | |
| | | | By telephone at 1-800-690-6903 | | |
| | | | ||
| Date & Time | | | Virtual Meeting | |
| May 23, 2024 10:00 a.m. Central Time | | | www.virtualshareholdermeeting.com/ THCORP2024 | |
| Items of Business | | | | | | Board Voting Recommendation | |
| Proposal 1 | | | ELECT AS DIRECTORS THE | | | “FOR” | |
| Proposal 2 | |||||||
| | RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM | | | “FOR” | | ||
| Proposal 3 | | | APPROVE OR DISAPPROVE, BY ADVISORY VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | | | “FOR” | |
| Proposal 4 | | | DETERMINE THE FREQUENCY OF THE ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | | | “EVERY YEAR” | |
| | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May This notice of annual meeting and proxy statement and our annual report to stockholders for the fiscal year ended December 31, | | |
| | | with approximately ~ | | | | | across | |
| | $ TOTAL REVENUE | | | $ ADJ. EBITDA(a) | | | $ INTEREST EXPENSE | | |
| | $ | | | $ DISCRETIONARY CASH FLOW (“DCF”)(a) | | | TOTAL NET LEVERAGE RATIO | | |
| | | supporting one another | | | |||||||||||||
| | Environment — strive to lessen our footprint | | | | | Safety — ensure our people and communities are protected | | | | | Governance — integrity at every level | |
| 2024 proxy statement | | | | 1 | |
| Mission | | | Relentlessly Serving Others | |
| Values | | | ■ Elevate the experience. Good is never good enough at Target Hospitality. In every setting, we seek to create the best possible experience — one that is safe, clean, comfortable and provides peace of mind. We take pride in the details and strive to exceed expectations every hour of every day. ■ Pursue Excellence. We are passionate about service excellence, managed growth and continuous improvement. We take pride in leading our industry and leading by example. This dedication to leadership is founded on an unwavering commitment to providing consistent quality care to our guests and results-driven returns to our stakeholders. ■ Act with integrity. At every level, task and location we act with integrity. Our leadership and business practices are governed rigorously with policies, codes of conduct and transparency. We strive to be a principled and sustainable corporate citizen who is welcome in all communities where we operate. ■ Whatever it takes. We are tenacious problem solvers. No matter what the challenge, we never back down. Safely and proactively, we overcome the obstacles that can arise when caring for others in dynamic or demanding environments. | |
| | | | | | | | | | | | | |
PEOPLE | | | | ENVIRONMENT | | | | SAFETY | | | | GOVERNANCE | |
Our diverse employees and network of partners support one another and the local communities in which we operate. | | | | Our operations strive to enable our employees and customers to lessen their footprint. | | | | Our processes and protocols are engrained throughout our operations to ensure our people and communities are protected. | | | | Our company acts with integrity at every level and evolves through high standards of excellence. | |
| 2 | | | | investors.targethospitality.com | |
| | WHAT WE DO | | | | | | | | | |
| | ■ Separate Chairman of the Board and Chief Executive Officer positions ■ Regular meetings of our non-management and independent directors ■ Independent executive compensation consultant hired by and reporting to the Compensation Committee ■ Stock ownership guidelines for directors and officers | | | | ■ Annual Board and Committee evaluation process ■ Majority voting policy ■ Board diversity ■ Active Board oversight of Enterprise Risk Management including cybersecurity ■ NACD – Full Board corporate membership to help strengthen director commitment and boardroom practices | | |
| | WHAT WE DO NOT DO | | | | | | | | | |
| | ■ No pledging or hedging of our common stock by directors or executive officers ■ No excise tax | | | | ■ No single-trigger acceleration of benefits upon change in control (“CIC”) and severance | | |
| Name | | Director Since | | Age | | Principal Occupation | | Independent | | | Committee Memberships | | Director Nominees | | Director Since | | Age | | Principal Occupation | | Independent | | | Committee Memberships | | ||||||||||||||||||||
| AC | | CC | | NCGC | | | AC | | CC | | NCGC | | |||||||||||||||||||||||||||||||||
| Nominees standing for reelection at the 2022 Annual Meeting | | James B. Archer | | 2019 | | 53 | | President & CEO Target Hospitality | | | | | | | | | | ||||||||||||||||||||||||||||
| Martin L. Jimmerson | | 2019 | | 58 | | CEO and CFO of NorAm Drilling Company | | ■ | | C | | | | | John C. Dorman | | 2024 | | 73 | | Former Chair Online Resources Corporation | | ■ | | | | | | |||||||||||||||||
| Pamela H. Patenaude | | 2021 | | 61 | | Former Deputy Secretary of the U.S. Department of Housing and Urban Development; Principal of Granite Housing Strategies, LLC | | ■ | | | | | C | | Alex Hernandez | | 2023 | | 46 | | Former President and CEO of Talen Energy Corporation | | ■ | | | | | | |||||||||||||||||
| Jeff Sagansky | | 2018 | | 70 | | Founding investor – Flying Eagle Acquisition Corp. (merged with Skillz Inc.) and Soaring Eagle Acquisition Corp. (merged with Gingko Bioworks Holdings, Inc.); Former Chairman and CEO of Diamond Eagle Acquisition Corp. | | ■ | | | | C | | | Martin L. Jimmerson | | 2019 | | 60 | | CEO and CFO of NorAm Drilling Company | | ■ | | | | | | |||||||||||||||||
| Directors continuing in office | | Linda Medler | | 2022 | | 67 | | Retired Brigadier General U.S. Air Force; Founder, President & CEO of LA Medler & Associates, LLC | | ■ | | | | | | ||||||||||||||||||||||||||||||
| James B. Archer | | 2019 | | 51 | | President & CEO Target Hospitality | | | | | | | | | | Pamela H. Patenaude | | 2021 | | 63 | | Former Deputy Secretary of the U.S. Department of Housing and Urban Development; Principal of Granite Housing Strategies, LLC | | ■ | | | | | | ||||||||||||||||
| Joy Berry | | 2020 | | 64 | | Former COO of Luxe Hotels & Luxe Collection Hotels | | ■ | | | | | | Stephen Robertson | | 2019 | | 63 | | Chair of the Board & Co-founder of TDR Capital | | | | | | | | | | ||||||||||||||||
| Barbara J. Faulkenberry | | 2021 | | 62 | | Retired Major General U.S. Air Force | | ■ | | | | | | ||||||||||||||||||||||||||||||||
| Linda Medler | | 2022 | | 65 | | Retired Brigadier General U.S. Air Force; Founder, President & CEO of LA Medler & Associates, LLC | | ■ | | | | | | ||||||||||||||||||||||||||||||||
| Stephen Robertson | | 2019 | | 61 | | Chairman of the Board & Co-founder of TDR Capital | | | | | | | | | |
| | | | 3 | |
| | | | Competency | | | Directors advanced or expert | |
| | | Leadership/Business Head/Administration experience is important since directors with administration experience typically possess strong leadership qualities and the ability to identify and develop those qualities in others. | | | 7 | | |
| | | Business Operations experience gives directors a practical understanding of developing, implementing, and assessing our operating plan and business strategy. | | | 7 | | |
| | | Corporate Governance experience supports our goals of strong Board and management accountability, transparency, and protection of shareholder interests. | | | 7 | | |
| | | Environmental/Sustainability/Corporate Responsibility experience strengthens the Board’s oversight and assures that strategic business imperatives and long-term value creation for shareholders are achieved within a responsible, sustainable business market. | | | 4 | | |
| | | Safety experience supporting the Company’s safety initiatives and regulatory compliance. | | | 5 | | |
| | | Finance/Capital Allocation/Risk Management experience is important in evaluating our financial statements and capital structure and overseeing the risks facing the Company. | | | 7 | | |
| | | Financial Expertise/Literacy experience assists our directors in understanding and overseeing our financial reporting and internal controls and demonstrates understating of financial reporting and regulatory requirements regarding financial performance and disclosure and the ability to assess the implications of financial statements and auditor’s reports. | | | 5 | | |
| | | Government/Public Policy experience is relevant to the Company as it operates in a business segment that is directly affected by governmental actions. | | | 5 | | |
| | | Marketing/Sales experience is relevant to the Company as it seeks to identify and develop new markets for its financial products and services. | | | 3 | |
| 4 | | | | investors.targethospitality.com | |
| | | | Competency | | | Directors advanced or expert | |
| | | Strategy is important to the Company as it looks for forward thinking experience with a knowledge of potential changes and trends facing the industry and with the ability to critically assess business strategies and operations; forward-thinking innovation including those that produce new solutions or efficiencies in business models, products or operational excellence; experience with planning, evaluation and implementation of strategic outcomes; focus on long-term goals and strategic outcomes, as separate from day to day management operational experience. | | | 6 | | |
| | | M&A/Capital Markets is relevant to the Company as the Company seeks to diversify and expand its business and to increase its capital; experience in analyzing, identifying and evaluating corporate development opportunities. | | | 5 | | |
| | | Cybersecurity/IT Experience with design and implementation, or oversight of the design and implementation, of enterprise-wide information technology systems, client-based digital infrastructures, data analytics, privacy and cybersecurity strategy and policies. | | | 3 | | |
| | | Human Resource/Executive Performance Review/Talent Management is important to the Company as it contributes to understanding of human resource/personnel considerations and issues for executive recruitment, compensation structures and performance review among public sections. | | | 6 | | |
| | | Board/Committee Experience and Teamwork is important to the Company as it supports a strong culture of understanding, collaboration, and engagement among the team members. | | | 6 | |
| 2024 proxy statement | | | | 5 | |
| PROPOSAL 1 SNAPSHOT | | | | Stockholders are being asked to elect the The Board has nominated the ■ James B. Archer ■ John C. Dorman ■ Alex Hernandez ■ Martin L. Jimmerson ■ Linda Medler ■ Pamela H. Patenaude ■ If a nominee is unable to serve, the Board may identify a substitute nominee or nominees. If that occurs, all valid proxies will be voted for the election of the substitute nominee or nominees designated by the Board. Alternatively, the Board may determine to keep a vacancy open or reduce the size of the Board. Messrs. Archer, Dorman, Hernandez, Jimmerson, and | | | | | |||||
| | | | | | | ||||||||
| | | | | | | The Board recommends you vote FOR each director nominee. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our | | | | ||||
| | | | | | | |
| Demographic, Ethnic & Gender Diversity | | | Age | | | Independence | |
| | | | | | |||
| | | Average Age = 61 | | | | |
| | | | |
| | |||||||
| Director Since: 2019 | | | Age: | | | | |
| Mr. ■ With 25 years in the specialty rental and hospitality industries, Mr. Archer is a ■ Mr. Archer began with GE Capital | | | The Board believes that Mr. | |
| Key Qualifications and Skills: | | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | |||||||||
| | | | | Governance | | | | | | | Management | | | Financial Expertise/ Literacy | | | Government | | | Marketing / Sales | | ||||
| | | | | | | | | | | | | | | | | | | | | | | ||||
| Strategy | | | M&A | | | Human Resources / Talent Management | | | Board Expertise | | | | | | | | | | | | | | | | |
| 2024 proxy statement | | | | 7 | |
| John C. Dorman | | ||||||
| Independent Director Since: February 2024 Age: 73 | | | Committees: Audit, Nominating & Corporate Governance Other U.S. Public Company Directorships within last five years: loanDepot, Inc., SmartRent, Inc. and CoreLogic, Inc. (former) Other Select Directorships: DeepDyve, Inc., LandGate LLC | | |||
| Mr. Dorman is a serial entrepreneur with multiple successes in building software and services companies in the financial technology sector. ■ Mr. Dorman previously served as a director of Online Resources Corporation, a developer and supplier of electronic payment services, from May 2009 until it was sold to ACI Worldwide, Inc. in March 2013, and as its Chair from June 2010 until the sale. Dorman also previously served as Co-Chair of Online Resources Corporation from January 2010 to June 2010, and as Interim Chief Executive Officer from April 2010 to June 2010. ■ From October 1998 to August 2003, he served as Chief Executive Officer of Digital Insight Corporation, a provider of software-as-a-service for online banking and bill payment for financial institutions, and served on the board of directors of Digital Insight until the company was acquired in 2007 by Intuit, Inc. ■ Mr. Dorman served as Senior Vice President of the Global Financial Services Division of Oracle Corporation from August 1997 to October 1998; and Chair and Chief Executive Officer of Treasury Services Corporation, a provider of modeling and analysis software for financial institutions, from 1983 to 1997. ■ Mr. Dorman earned a B.A. in Business Administration and Philosophy from Occidental College and an M.B.A. in Finance from the University of Southern California. | | | The Board believes that Mr. Dorman’s entrepreneurial spirit and extensive business and financial management experience enable him to provide meaningful guidance in the execution and formulation of the Company’s strategy. | |
| Key Qualifications and Skills: | | |||||||||||||||||||||
| | | | | | | | | | | | | | | | ||||||||
| Leadership | | | Operations | | | Corporate Governance | | | Sustainability | | | Finance/Risk Management | | | Financial Expertise/ Literacy | | | Government | | | Marketing / Sales | |
| | | | | | | | | | | | | | | | | | | |||||
| Strategy | | | M&A | | | Cybersecurity | | | Human Resources / Talent Management | | | Board Expertise | | | | | | | | | | |
| 8 | | | | investors.targethospitality.com | |
| Alex Hernandez | | ||||||
| Independent Director Since: 2023 | | | Age: 46 Committees: Audit, Compensation | | |||
| Mr. Hernandez is an accomplished leader with over 20 years of experience in the power, utilities, renewables, nuclear, industrials and data center infrastructure sectors. ■ From November 2021 through May 2023, Mr. Hernandez served as President, Chief Executive Officer and director Talen Energy Corporation, one of the largest competitive power companies in North America, as well as Chief Executive Officer of Cumulus Data, Inc., Talen Energy Corporation’s data center business which he founded, having previously served in various roles, including Chief Financial Officer of Talen Energy Corporation. ■ From 2014 until 2015, Mr. Hernandez served as Chief Financial Officer, TerraForm Power Inc., which was sold to Brookfield Renewable Partners L.P. ■ Earlier in his career, Mr. Hernandez worked for approximately 10 years, including as a managing director, at Goldman Sachs & Co., having joined the firm in 2005. ■ Mr. Hernandez earned a Bachelor of Arts degree from Rice University, Bachelor of Science degree from the London School of Economics (general course), and a Master of Business Administration degree from Columbia University. | | | The Board believes that Mr. Hernandez’s experience in finance, financial reporting, strategic planning, forecasting and M&A enable him to provide meaningful guidance to our Board and Audit Committee. | |
| Key Qualifications and Skills: | | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | |||||||||
| Leadership | | | Operations | | | Corporate Governance | | | Sustainability | | | Safety | | | Finance/Risk Management | | | Financial Expertise/ Literacy | | | Strategy | | | M&A | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Resources / Talent Management | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2024 proxy statement | | | | |
| Martin L. Jimmerson | | ||||||
| Independent Director Since: 2019 | | | Age: 60 Committees: Audit (Chair), Compensation | | |||
| Mr. Jimmerson is currently the CEO and CFO of NorAm Drilling Company, which owns and operates rigs for drilling of horizontal wells in the U.S. ■ Mr. Jimmerson joined NorAm Drilling Company in January 2017 as CFO and Interim CEO. Prior to that, he served as the Senior Vice President and CFO and later the Interim CEO and President of RigNet, Inc., from 2006 to June 2016, a global technology company that provides communications services, applications, real-time machine learning, and cybersecurity solutions. ■ Mr. Jimmerson worked for River Oaks Imaging & Diagnostic, LP, a company that provides full modality technical diagnostic services using magnetic resonance imaging and other diagnostic equipment, as their CFO from 2002 to 2005. ■ Mr. Jimmerson received a bachelor’s degree in accounting from Baylor University. | | | The Board believes that through Mr. Jimmerson’s experience in senior executive positions, he | |
| Key Qualifications and Skills: | | |||||||||||||||||||||
| | | | | | | | | | | | | |||||||||||
| | | |||||||||||||||||||||
| Leadership | | | Operations | | | Corporate Governance | | | Safety | | | Finance/Risk Management | | | Financial Expertise/ Literacy | | | M&A | | | Board Expertise | |
| | | | |
| Linda Medler | | ||||||
| Independent Director Since: 2022 Age: | | | Committees: Audit, Nominating & Corporate Governance Other U.S. Public Company Directorships within last five years: PNC Financial Services Group Other Select Directorships: | | |||
| Ms. Medler has more than 20 years of experience managing cutting-edge cyber and technology strategies for highly regulated public and private financial institutions as well as within the highest levels of government. ■ In 2014, Ms. Medler completed 30 years of total military service, including 27 years of service in the U.S. Air Force, retiring as a Brigadier General. Her last position held was Director of Capability and Resource Integration for the United States Cyber Command. ■ She currently is Founder, President and CEO of L A Medler & Associates, LLC, providing cyber strategy and operational consulting services to a variety of commercial clients. ■ Ms. Medler previously served from June 2015 to December 2017 as the Chief Information Security Officer and Director of IT Security for Raytheon Missile Systems, a major business unit of Raytheon ■ Ms. Medler currently sits on the board of directors for PNC Financial Services Group, ■ Since 2020, she’s chaired the Transamerica Risk Committee, ■ Ms. Medler received a BBA in Management & Computer Information Systems from the University of Arkansas at Little Rock, an MS in National Security & Strategic Studies from the Naval War College, and an MBA in Management Information Systems Concentration from the University of Arizona. | | | The Board believes that Ms. Medler’s experience in enterprise risk oversight, cyber risk mitigation and serving in critical positions across government, private and non-profit organizations will enhance the Company’s ability to pursue strategic value-added growth opportunities within these segments, while building on the Company’s reputation as a trusted provider of critical support services to the United States Government, and thus provide meaningful guidance to our Board. Further, she is a National Association of Corporate Directors (“NACD”) Certified Director and NACD Leadership Fellow as well as a Certified Technical Expert through the Digital Directors Network. | |
| Key Qualifications and Skills: | | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | ||||||||||||
| | | | | Corporate Governance | | | Safety | | | Finance/Risk Management | | | Government | | | | | | | Resources / Talent Management | | |||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| 2024 proxy statement | | | | |
| Pamela H. Patenaude | | ||||||
| Independent Director Since: 2021 Age: | | | Committees: Other U.S. Public Company Directorships within last five years: loanDepot, Inc., CoreLogic, Inc. (former) Other Select Directorships: Home Builders Institute, Habitat for Humanity International, Bipartisan Policy Center, Center Creek’s Social Impact Advisory | | |||
| Ms. Patenaude is ■ Ms. Patenaude ■ Ms. Patenaude is a member of the Social Impact Advisory Board for Center Creek Housing Fund. Ms. Patenaude is also a Trustee and Chair of the Home Builders Institute (HBI). Additionally, she serves on the ■ Ms. Patenaude is ■ Ms. Patenaude ■ Prior to rejoining HUD, Ms. Patenaude served as the President of the J. Ronald Terwilliger Foundation for Housing America’s ■ Earlier in her career, Ms. Patenaude served as Assistant Secretary for Community Planning and Development at HUD. ■ Ms. Patenaude earned a Bachelor of Science degree from Saint Anselm College and a Master of Science degree in | | | The Board believes that Ms. Patenaude’s experience serving as a senior executive in both the federal government and nonprofit organizations enhances our ability to pursue | |
| Key Qualifications and Skills: | | |||||||||||||||||||||
| | | | | | | | | | | | | | | | ||||||||
| | | Operations | | | Corporate Governance | | | Finance/Risk Management | | | Government | | | | | Resources / Talent Management | | | |
| 12 | | | investors.targethospitality.com | |
| | |||||||
| Director Since: 2019 | | | Age: 63 Other U.S. Public Company Directorships within last five years: WillScot Mobile Mini Holdings Corp. (former) | | |||
| Mr. Robertson co-founded TDR Capital, a London-based private equity firm with more than €8 billion of committed capital and currently serves as a Senior Advisor. ■ As a founding partner of TDR Capital, he has experience in serving on numerous company boards and the firm’s strategic investment decisions, including acquisitions, capitalizations and monetizations. ■ Prior to co-founding TDR in 2002, Mr. Robertson was managing partner at DB Capital Partners, where he helped build the European leveraged buyout arm of Deutsche Bank into a leading buyout firm in Europe. He also previously spent a year as managing director of European Leveraged Finance at Merrill Lynch and nine years as managing director of European Leveraged Finance at Bankers Trust. | | | The Board believes that Mr. Robertson’s extensive board service and experience with mergers and acquisitions, private equity and leverage finance, together with his broad knowledge of our Company and the industrial services industry, enable him to provide meaningful guidance to our Board. | |
| Key Qualifications and Skills: | | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | |||||||||
| Leadership | | | Operations | | | Corporate Governance | | | Sustainability | | | Safety | | | Finance/Risk Management | | | Financial Expertise/ Literacy | | | Government | | | Marketing / Sales | |
| | | | | | | | | | | | | | | | | | | | | | |||||
| | | | | Cybersecurity | | | Human Resources / Talent Management | | | Board Expertise | | | | | | | | | | | | | |
| | | | |
| | SOURCING CANDIDATES | | | The Nominating and Corporate Governance Committee solicits and receives recommendations for potential director candidates from stockholders, management, directors and other sources. | | |
| | CRITERIA | | | The Nominating and Corporate Governance Committee will select nominees based on independence, reputation, integrity, diversity of experience and background, depth of business experience, familiarity with national and international business matters, familiarity with the | | |
| | EMPHASIS ON DIVERSITY | | | The Board values the full breadth of diversity of personal factors and professional characteristics and believes that board diversity of all types provides significant benefits to the | | |
| | RESULTS | | | Over the past year, members of the Nominating and Corporate Governance Committee have continued their outreach to potential director candidates with a wide range of personal factors and professional characteristics, such as Government services expertise, that could be valuable additions to our Board and have undertaken to include individuals from a variety of diverse backgrounds, | | |
| | | Corporate Secretary 9320 Lakeside Boulevard, Suite 300 The Woodlands, Texas 77381 | |
| 14 | | | | investors.targethospitality.com | |
| 2024 proxy statement | | | | 15 | |
| | | | | | | | | | | | | | |
| FULL BOARD OF DIRECTORS | | | | AUDIT | | | | COMPENSATION | | | | NOMINATING & CORPORATE GOVERNANCE | |
| 9 MEETINGS | | | | 5 MEETINGS | | | | 5 MEETINGS | | | | 3 MEETINGS | |
| | | | 100% attendance | | | | 100% attendance | | | | 100% attendance | |
| | | | | | | | | | |
| AUDIT | | | | COMPENSATION | | | | NOMINATING & CORPORATE GOVERNANCE | |
| ■ Martin L. Jimmerson (Chair) ■ ■ ■ | Linda Medler | | | | ■ Pamela ■ ■ |
Martin L. Jimmerson | | | | ■ | ■ ■ | |
| 16 | | | | investors.targethospitality.com | |
| AUDIT COMMITTEE | | | MEETINGS IN | | ||||||
| MARTIN L. JIMMERSON (CHAIR) | | | DORMAN | | | HERNANDEZ | | | LINDA MEDLER | |
| 2024 proxy statement | | | | |
| COMPENSATION COMMITTEE | | | MEETINGS IN | | ||||||
| PAMELA H. PATENAUDE (CHAIR) | | | HERNANDEZ | | | MARTIN L. JIMMERSON | | | |
| 18 | | | | investors.targethospitality.com | |
| NOMINATING & CORPORATE GOVERNANCE COMMITTEE | | | MEETINGS IN | | | | | ||||||
| PAMELA H. PATENAUDE (CHAIR) | | | | | | | | |
| 2024 proxy statement | | | | |
| Position | | Cash Amount | | Restricted Stock (one year vesting) | | Position | | Cash Amount | | Restricted Stock Units (“RSUs”) (one year vesting) | | ||||||||||||||||||||||
| Retainers(1) | | | | | | | | | | | | | | Retainers | | | | | | | | | | | | | | ||||||
| Non-Executive Chair | | | $ | 250,000 | | | | $ | 250,000 | | | Non-Executive Chair through May 17, 2023(1) | | | $ | 250,000 | | | | $ | 250,000 | | | ||||||||||
| All Other Non-Executive Directors | | | $ | 75,000 | | | | $ | 100,000 | | | Non-Executive Chair beginning May 18, 2023(1) | | | $ | 150,000 | | | | $ | 150,000 | | | ||||||||||
| Special Committee Member(2) | | | $ | 12,500 | | | | | — | | | All Other Non-Executive Directors | | | $ | 80,000 | | | | $ | 115,000 | | | ||||||||||
| Committee Chair Retainer(1) | | | | | | | | | | | | Special Committee Member(2) | | | | | | | | | | | | ||||||||||
| Audit Committee | | | $ | 25,000 | | | | | — | | | One time retainer | | | $ | 20,000 | | | | | — | | | ||||||||||
| Compensation Committee | | | $ | 25,000 | | | | | — | | | Monthly retainer | | | $ | 10,000 | | | | | | | | ||||||||||
| Nominating and Corporate Governance Committee | | | $ | 25,000 | | | | | — | | | Committee Chair Retainers | | | | | | | | | | | | ||||||||||
| Special Committee(2) | | | $ | 25,000 | | | | | — | | | Audit Committee | | | $ | 25,000 | | | | | — | | | ||||||||||
| Other | | Reimbursement for reasonable out-of-pocket expenses incurred in connection with travel to and from, and attendance at, meetings of the Board or its committees and related activities, including director education courses and materials. | | Compensation Committee | | | $ | 25,000 | | | | | — | | | ||||||||||||||||||
| Nominating and Corporate Governance Committee | | | $ | 25,000 | | | | | — | | | ||||||||||||||||||||||
| Special Committee Chair(2) | | | | | | | | | | | | ||||||||||||||||||||||
| One time retainer | | | $ | 30,000 | | | | | — | | | ||||||||||||||||||||||
| Monthly retainer | | | $ | 15,000 | | | | | | | | ||||||||||||||||||||||
| Other | | Reimbursement for reasonable out-of-pocket expenses incurred in connection with travel to and from, and attendance at, meetings of the Board or its committees and related activities, including director education courses and materials. | |
| Position | | Fees Earned or Paid in Cash | | Stock Awards | | All Other Compensation | | Total | | Position | | Fees Earned or Paid in Cash | | Stock Awards | | All Other Compensation | | Total | | ||||||||||||||||||||||||||||||||
| Stephen Robertson(1) | | | $ | 250,000 | | | | $ | 250,000 | | | | | — | | | | $ | 500,000 | | | Joy Berry | | | $ | 80,000 | | | | $ | 115,000 | | | | | — | | | | $ | 195,000 | | | ||||||||
| Eli Baker | | | $ | 75,000 | | | | $ | 100,000 | | | | | — | | | | $ | 175,000 | | | Alex Hernandez(1) | | | $ | 111,668 | | | | $ | 105,256 | | | | | — | | | | $ | 216,924 | | | ||||||||
| Joy Berry | | | $ | 85,000 | | | | $ | 100,000 | | | | | — | | | | $ | 185,000 | | | Martin L. Jimmerson | | | $ | 150,806 | | | | $ | 115,000 | | | | | — | | | | $ | 265,806 | | | ||||||||
| Barbara Faulkenberry(2) | | | $ | 30,616 | | | | $ | 78,629 | | | | | | | | | $ | 109,245 | | | Linda Medler | | | $ | 125,806 | | | | $ | 115,000 | | | | | — | | | | $ | 240,806 | | | ||||||||
| Martin L. Jimmerson | | | $ | 110,000 | | | | $ | 100,000 | | | | | — | | | | $ | 210,000 | | | Pamela H. Patenaude | | | $ | 154,437 | | | | $ | 115,000 | | | | | — | | | | $ | 269,437 | | | ||||||||
| Gary Lindsay(1) | | | $ | 75,000 | | | | $ | 100,000 | | | | | — | | | | $ | 175,000 | | | Stephen Robertson(2) | | | $ | 183,973 | | | | $ | 150,000 | | | | | — | | | | $ | 339,973 | | | ||||||||
| Pamela Patenaude(3) | | | $ | 22,603 | | | | $ | 65,760 | | | | | | | | | $ | 88,363 | | | Jeff Sagansky(3) | | | $ | 90,041 | | | | $ | 115,000 | | | | | — | | | | $ | 205,041 | | | ||||||||
| Jeff Sagansky | | | $ | 100,000 | | | | $ | 100,000 | | | | | — | | | | $ | 200,000 | | | Barbara Faulkenberry(3) | | | $ | 37,260 | | | | $ | 115,000 | | | | | — | | | | $ | 152,260 | | | ||||||||
| Andrew Studdert | | | $ | 108,356 | | | | $ | 100,000 | | | | | — | | | | $ | 208,356 | | |
| 20 | | | | investors.targethospitality.com | |
| | Board of Directors | | | ||||||
| | The Board oversees the risk management of our | | |
| | | | | | | | | | | | | | | | | | | | |
| | Audit Committee The Audit Committee, in addition to overseeing financial report and control risks, is responsible for reviewing and discussing risk assessment and risk management policies and practices. Further, the Audit Committee receives updates at every regularly scheduled meeting on technology and cybersecurity risks from management and reviews how we are executing against our cybersecurity framework. From time to time, the Audit Committee may receive updates on efforts regarding data loss prevention, regulatory compliance, data privacy, threat and vulnerability management, cyber-crisis management, or other topics, as applicable. | | | | | | | | Compensation Committee The Compensation Committee oversees risks related to our executive compensation plans and arrangements and in doing so considers gender and other protected groups’ pay equality. | | | | | | | | Nominating & Corporate Governance Committee The Nominating and Corporate Governance Committee oversees risks associated with the independence of the Board, | | |
| 2024 proxy statement | | | | 21 | |
| DUTIES & RESPONSIBILITIES OF THE CHAIRMAN | | ||||
| ■ Presides at all meetings of the Board ■ Encourages and facilitates active participation of all directors ■ Serves as a liaison between the non-executive directors and our CEO ■ Approves Board meeting materials for distribution | | | | ■ Approves Board meeting schedules and agendas ■ Has the authority to call meetings of the directors ■ Leads in coordination with the Compensation Committee Chair the Board’s annual evaluation of our CEO ■ Monitors and coordinates with management on corporate governance issues and developments | |
| 22 | | | | investors.targethospitality.com | |
| 2024 proxy statement | | | | 23 | |
| Diversity and inclusion are an important part of who we are and are supported at all levels of the We are passionate about building a diverse workforce and realizing the benefits that come from sharing a variety of perspectives. Our approach to diversity and inclusion is comprehensive. With support from the Board and executive team, the | | | | The initiatives are operationalized through three core elements: | | |||
| 1 | | | senior management’s endorsement of and alignment with the programs; | | ||||
| 2 | | | focused efforts in increasing diversity in the talent pipeline and our hiring; and | | ||||
| 3 | | | creating an inclusive work environment where differences are welcomed. | |
| | | |
| | | | |
| Board Diversity Matrix (As of March | | ||||||||||||
| Total Number of Directors | | | |
| | | | Female | | Male | | Non-Binary | | Did Not Disclose Gender | | | | | Female | | Male | | Non-Binary | | Did Not Disclose Gender | | ||||||
| Part I: Gender Identity | | Part I: Gender Identity | | ||||||||||||||||||||||||
| Directors | | 4 | | 4 | | 0 | | 0 | | Directors | | 2 | | 5 | | — | | — | | ||||||||
| Part II: Demographic Background | | Part II: Demographic Background | | ||||||||||||||||||||||||
| African American or Black | | 0 | | 0 | | 0 | | 0 | | African American or Black | | — | | — | | — | | — | | ||||||||
| Alaskan Native or Native American | | 0 | | 0 | | 0 | | 0 | | Alaskan Native or Native American | | — | | — | | — | | — | | ||||||||
| Asian | | 0 | | 0 | | 0 | | 0 | | Asian | | — | | — | | — | | — | | ||||||||
| Hispanic or Latinx | | 0 | | 0 | | 0 | | 0 | | Hispanic or Latinx | | — | | 1 | | — | | — | | ||||||||
| Native Hawaiian or Pacific Islander | | 0 | | 0 | | 0 | | 0 | | Native Hawaiian or Pacific Islander | | — | | — | | — | | — | | ||||||||
| White | | 4 | | 3 | | 0 | | 0 | | White | | 2 | | 4 | | — | | — | | ||||||||
| Two or More Races or Ethnicities | | 0 | | 0 | | 0 | | 0 | | Two or More Races or Ethnicities | | — | | — | | — | | — | | ||||||||
| LGBTQ+ | | 1 | | LGBTQ+ | | — | | ||||||||||||||||||||
| Did Not Disclose Demographic Background | | 1 | | Did Not Disclose Demographic Background | | — | |
| Our Board annually makes an affirmative determination regarding the independence of each director based upon the recommendation of the Nominating and Corporate Governance Committee and pursuant to the standards in our Corporate Governance Guidelines. Applying these standards, the Board has affirmatively determined that Mses. | | | |
| 2024 proxy statement | | | | 25 | |
| | | Corporate Secretary 9320 Lakeside Boulevard, Suite 300 The Woodlands, Texas 77381 | |
| | | | |
| PROPOSAL 2 SNAPSHOT | | | | The Board seeks | | | | | |||||
| | | | | | | ||||||||
| | | | | | | The Board recommends you vote FOR | |||||||
| | | ||||||||||||
| | | | | | | |
| 2024 proxy statement | | | | |
| | | | Ernst & Young LLP | | | | | Ernst & Young LLP | | ||||||||||||||||||
| Fees | | 2020 | | 2021 | | Fees | | 2022 | | 2023 | | ||||||||||||||||
| Audit(1) | | | $ | 980,000 | | | | $ | 850,000 | | | Audit(1) | | | $ | 1,123,000 | | | | $ | 1,814,000 | | | ||||
| Audit-Related | | | $ | 0 | | | | $ | 0 | | | Audit-Related | | | $ | 0 | | | | $ | 0 | | | ||||
| Tax | | | $ | 0 | | | | $ | 0 | | | Tax | | | $ | 0 | | | | $ | 0 | | | ||||
| All Other | | | $ | 0 | | | | $ | 0 | | | All Other | | | $ | 0 | | | | $ | 0 | | |
| | Audit Committee Report The Audit Committee is composed of four directors, all of whom meet the independence standards of Nasdaq, the SEC and our Corporate Governance Guidelines, and operates under a written charter adopted by the Board. Management is responsible for the The Audit Committee discussed with EY the overall scope and execution of the independent audit and reviewed and discussed the audited financial statements with management. The Audit Committee also discussed with EY other matters required by PCAOB auditing standards. EY provided to the Audit Committee the written communications required by applicable standards of the PCAOB regarding EY’s communications with the Audit Committee concerning independence, and the Audit Committee discussed EY’s independence with management and the auditors. The Audit Committee also considered whether the provision of other non-audit services by EY to the The Audit Committee concluded that the independent auditors’ independence had not been impaired. Based on the reviews and discussion referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the By the members of the Audit Committee as of March | | | ||||||||||||
| | Martin L. Jimmerson (Chair) | | | | | Alex Hernandez | | | Linda Medler | | | ||||
| | The information contained in the “Audit Committee Report” is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by the | | |
| | | | |
| PROPOSAL 3 SNAPSHOT | | | | The Board seeks an indication from stockholders of their approval or disapproval of the compensation of our named executive officers. | | | | | |||||
| | | | | | | ||||||||
| | | | | | | The Board recommends you vote FOR this the approval, on an advisory basis, of the compensation of our named executive officers. | | | | ||||
| | | | | | | |
| 2024 proxy statement | | | | 29 | |
| PROPOSAL 4 SNAPSHOT | | | | The Board is asking stockholders to inform us how often we should conduct an advisory vote on the compensation of our named executive officers. | | | | | |||||
| | | | | | | ||||||||
| | | | | | | The Board recommends you vote to hold a Say-on-Pay Vote EVERY YEAR. | | | | ||||
| | | | | | | |
| 30 | | | | investors.targethospitality.com | |
| 2024 proxy statement | | | | 31 | |
| | | | | | | | | | | | ||||||||||||
| | JAMES B. ARCHER, 53 | | | | VLACICH, 46 | | | | TROY C. SCHRENK, | | | | HEIDI D. LEWIS, | | ||||||||
| | President, Chief Executive Officer, and Director | | | | | | | Senior Executive Vice President & Chief Commercial Officer | | | | Executive Vice President, General Counsel and Secretary | |
| | | ||||
| | ■ ■ Prior to ■ Prior to that, Mr. Vlacich was Senior Audit Manager at PricewaterhouseCoopers, LLP’s Dallas, Texas office, from 2008 to 2012, where he serviced public and private companies across multiple industries with a heavy concentration in the hospitality industry, including hospitality real estate investment trusts (“REIT”s). His experience included leading integrated audits to comply with the Sarbanes Oxley Act, initial public offerings, assisting clients with SEC comment letters and comfort letters, hospitality lead in the Chief Auditor Network influencing audit firm methodology and publishing whitepapers for the audit practice, delivering technical accounting presentations to clients for practice development, inspection of audit firms and audit teams to ensure compliance with professional auditing standards, including pre-clearance reviews and consultations, Rule 3-05 carve-out audits, and acting as a national audit methodology and technical accounting instructor for employees and experienced hires across the practice. | | | ■ ■ Mr. ■ Mr. Vlacich holds | |
| 32 | | | | investors.targethospitality.com | |
| | TROY C. SCHRENK | | |||
| | ■ With over twenty years of experience in modular manufacturing, specialty rentals, home building and real estate development, Mr. Schrenk is a proven commercial leader with a track record of success in revenue and strategic growth management which began with Fortune 500, Centex Homes (NYSE: CTX) from 2000 — 2005 as Area Sales Manager, Director of Sales and VP of Sales and Marketing before holding similar positions at several other homebuilding, specialty rental and manufacturing companies. | | | ■ Mr. Schrenk holds an MBA from Boise State University and a bachelor’s degree in sociology from George Fox University. | |
| | HEIDI D. LEWIS serves as our Executive Vice President, General Counsel and Secretary. In this role, she is responsible for leading the | | |||
| | ■ She has over twenty years of legal experience in capital markets and securities, IPOs, mergers and acquisitions, board advisement, corporate governance, and corporate law. ■ Prior to joining Target, she was Corporate and Commercial Counsel and Assistant Secretary at Bristow Group Inc. (NYSE: BRS) from July 2018 to January 2019, where she executed on M&A, governance, capital markets and corporate transactions. ■ Prior to that, Ms. Lewis was the Vice President, Group General Counsel and Assistant Secretary at Dynegy Inc. (NYSE: DYN) (now Vistra Energy Group (NYSE: VST)), from 2013 until June 2018, where she led the company’s corporate legal group with her expertise in SEC and NYSE regulations and requirements. Ms. Lewis joined Dynegy in 2006, as a corporate counsel. | | | ■ Ms. Lewis began her legal career at King & Spalding LLP and Akin Gump Strauss Hauer & Feld LLP. ■ Ms. Lewis holds a Juris Doctor from the University of Houston Law Center, a master’s degree from Northern Illinois University and a bachelor’s degree from Colorado State University. | |
| 2024 proxy statement | | | | 33 | |
| Name | | | Position During 2023(3) | |
| James B. Archer | | | President and Chief Executive Officer | |
| Eric T. Kalamaras(1) | | | Executive Vice President and Chief Financial Officer | |
| Troy C. Schrenk(2) | | | Chief Commercial Officer | |
| Heidi D. Lewis | | | Executive Vice President, General Counsel, & Secretary | |
| Jason Vlacich(1) | | | Chief Accounting Officer | |
| J. Travis Kelley(2) | | | Executive Vice President, Operations | |
| | TOTAL REVENUE | | | $344 million ADJ. EBITDA(1) | | | $22.6 million INTEREST EXPENSE | | |
| | $45.3 million | | | $142.6 million DISCRETIONARY CASH FLOW (“DCF”)(1) | | | Below 0.2x TOTAL NET LEVERAGE RATIO | | |
| 34 | | | | investors.targethospitality.com | |
| | WHAT WE DO | | | | | | WHAT WE DO NOT DO | | | | | ||
| | ■ Significant percentage of ■ ■ ■ Robust stock ownership guidelines ■ Conduct a comprehensive annual risk assessment of ■ Compensation Recovery Policy ■ Limited perquisites | | | | ■ ■ No excise tax gross ups ■ No allowance for repricing of underwater stock options without stockholder approval ■ No single-trigger acceleration of benefits upon CIC and severance ■ No provision for uncapped award opportunities | | |
| | | | |
| Compensation Component | | | | Link to Business and Talent Strategies | | | 2023 Compensation Actions | | | Pay at Risk | |
| Base Salary | | | | ■ Competitive base salaries help attract and retain executive talent. ■ Fixed cash compensation recognizes factors such as individual contribution, time in role, and scope of responsibility. ■ Reviewed annually and adjusted as appropriate | | | ■ Merit- and cost-of-living increases for 2023, ranging from 3% to 6%. | | | ■ No | |
| Annual Short-Term Incentive Compensation | | | | ■ Focus executives on achieving annually established financial targets that are key indicators of ongoing operational performance and support our business strategy. | | | ■ Annual cash incentive awards were awarded at 100% of target. | | | ■ Yes; payout based on achievement of pre-established Company goals and potentially individual performance factors; no payout occurs if threshold performance goals are not achieved | |
| Long-Term Incentive Compensation | | | | ■ Incentivize and reward long-term gains in stockholder value, with vesting terms up to four years to ensure retention while rewarding executives for past performance and future potential growth. ■ Encourages executive ownership and alignment with external shareholders | | | ■ Executives awarded a combination of RSUs and PSUs in 2023. | | | ■ RSUs — Yes; value linked to Company’s stock price ■ PSUs — Yes; TSR relative to Russell 2000 & EBITDA goals | |
| 36 | | | investors.targethospitality.com | |
| | Performance Period | | | 1 year | | | 1 year | | | 3 years (cliff vesting) | | | 4 years (ratable annual vesting) | | |
| | Payout Determination | | | Compensation Committee determination | | | Pre-established formula | | | Pre-established formula | | | Stock price at each vesting date | | |
| | 2023 Performance Measures | | | Individual | | | Adjusted EBITDA | | | Relative TSR Based Award | | | | | |
| | | | | | | | | | | EBITDA Based Award | | | | | |
| 2024 proxy statement | | | | 37 | |
| | | | | | | | | |
COMPENSATION COMMITTEE | | | | ALL NON-EXECUTIVE BOARD MEMBERS | | | | CEO AND MANAGEMENT | |
■ Establishes executive compensation philosophy ■ ■ Approves all compensation actions for the named executive officers and other members of senior management, other than the CEO ■ Assess performance of the CEO and recommends CEO compensation to ■ Retains independent compensation consultant | | | | ■ | | | | ■ Management, including the CEO, develops preliminary recommendations regarding compensation matters with respect to ■ ■ | |
| 38 | | | | investors.targethospitality.com | |
| ■ Black Diamond Group | | | ■ Bluegreen Vacations | | | ■ BrightView Holdings | | | ■ Cavco Industries | |
| ■ Civeo | | | ■ Dexterra Group | | | ■ McGrath RentCorp | | | ■ Playa Hotels & Resorts | |
| ■ SP Plus | | | ■ Summit Hotel Properties | | | ■ VSE | | | ■ Wyndham Hotels & Resorts | |
| Name | | | 2022 Base Salary | | | 2023 Base Salary | | | % Increase | | |||||||||
| James B. Archer | | | | $ | 750,000 | | | | | $ | 800,000 | | | | | | 6.4% | | |
| Eric T. Kalamaras | | | | $ | 427,450 | | | | | $ | 440,274 | | | | | | 3% | | |
| Troy C. Schrenk | | | | $ | 360,500 | | | | | $ | 371,315 | | | | | | 3% | | |
| Heidi D. Lewis | | | | $ | 350,000 | | | | | $ | 360,500 | | | | | | 3% | | |
| Jason Vlacich | | | | $ | 309,000 | | | | | $ | 318,270 | | | | | | 3% | | |
| J. Travis Kelley | | | | $ | 300,000 | | | | | $ | 309,000 | | | | | | 3% | | |
| 2024 proxy statement | | | | 39 | |
| | | | Threshold | | | Target | | | Stretch | | | Maximum | | | Actual | | | % of Target Performance Achieved | | | Payout Factor % (2023) | | |||||||||||||||||||||
| Payout % | | | | | 50% | | | | | | 100% | | | | | | 150% | | | | | | 200% | | | | | | | | | | | | | | | | | | | | |
| Adjusted EBITDA(1) ($ millions) | | | | $ | 330.0 | | | | | $ | 365.0 | | | | | $ | 380.0 | | | | | $ | 405.0 | | | | | $ | 344.02 | | | | | | 94% | | | | | | 77% | | |
| Name | | | 2023 Target Short-Term Incentive (% of Base Salary) | | | 2023 Target Short-Term Incentive ($) | | ||||||
| James B. Archer | | | | | 133% | | | | | $ | 1,064,000 | | |
| Eric T. Kalamaras | | | | | 85% | | | | | $ | 374,233 | | |
| Troy C. Schrenk | | | | | 85% | | | | | $ | 315,618 | | |
| Heidi D. Lewis | | | | | 65% | | | | | $ | 234,325 | | |
| Jason Vlacich | | | | | 65% | | | | | $ | 206,876 | | |
| J. Travis Kelley | | | | | 65% | | | | | $ | 200,850 | | |
| 40 | | | | investors.targethospitality.com | |
| Name | | | Target Annual Incentive Opportunity | | | Performance Payout Factor (%) | | | Annual Short-Term Earned based on Payout Factor | | | Committee Adjustment | | | Annual Short-Term Incentive Earned | | |||||||||||||||
| James B. Archer | | | | $ | 1,064,000 | | | | | | 77% | | | | | $ | 819,280 | | | | | $ | 244,720 | | | | | $ | 1,064,000 | | |
| Eric T. Kalamaras | | | | $ | 374,233 | | | | | | 77% | | | | | $ | 288,159 | | | | | $ | 86,074 | | | | | $ | 374,233 | | |
| Troy C. Schrenk | | | | $ | 315,618 | | | | | | 77% | | | | | $ | 243,026 | | | | | $ | 72,592 | | | | | $ | 315,618 | | |
| Heidi D. Lewis | | | | $ | 234,325 | | | | | | 77% | | | | | $ | 180,430 | | | | | $ | 53,895 | | | | | $ | 234,325 | | |
| Jason Vlacich | | | | $ | 206,876 | | | | | | 77% | | | | | $ | 159,295 | | | | | $ | 47,581 | | | | | $ | 206,876 | | |
| J. Travis Kelley | | | | $ | 200,850 | | | | | | 77% | | | | | $ | 154,654 | | | | | $ | 46,196 | | | | | $ | 200,850 | | |
| 2024 proxy statement | | | | 41 | |
| 42 | | | | investors.targethospitality.com | |
| Award Type | | | | Link to Business and Talent Strategies | |
| RSUs (60% of 2023 target value) | | | | ■ Vests in four equal annual installments on each of the first four anniversaries of the grant date ■ Realized value linked to share price while maintaining retentive value during times of volatility | |
| PSUs (40% of 2023 target value) | | | | ■ Awarded to certain officers, including NEOs, to further drive sustained performance and value creation | |
| 2024 proxy statement | | | | 43 | |
| Award Type | | | | Link to Business and Talent Strategies | |
| | | | | ■ Increased weighting in overall LTI program from 25% in 2022 to 40% in 2023 ■ 50% of the 2023 PSUs may be earned at the end of the three-year performance period (1/1/2023 – 12/31/2025) from 0% – 200% of target shares awarded based on the Company’s relative Total Shareholder Return (“TSR”) performance against TSR of the Comparator Group (the Russell 2000 Index on the grant date) (the “TSR Based Award”). The other 50% of the 2023 PSUs may be earned at the end of the three-year performance period (3/1/2023 – 2/28/2026) from 0 – 200% of target shares awarded based on a diversified amount of Adjusted EBITDA (defined as Qualifying EBITDA in the award agreement, see footnote 1 below for definition) received by the Company on a cumulative basis (the “EBITDA Based Award”, collectively with the TSR Based Award the “2023 PSUs”). | |
| | | | 2023 Annual Equity Awards | | |||||||||||||||||||||
| | | | RSUs | | | PSUs | | ||||||||||||||||||
| Name | | | # | | | Value | | | # | | | Value | | ||||||||||||
| James B. Archer | | | | | 57,692 | | | | | $ | 864,231 | | | | | | 38,462 | | | | | $ | 794,615 | | |
| Eric T. Kalamaras | | | | | 23,077 | | | | | $ | 345,692 | | | | | | 15,385 | | | | | $ | 317,846 | | |
| Troy C. Schrenk | | | | | 15,385 | | | | | $ | 230,462 | | | | | | 10,256 | | | | | $ | 211,897 | | |
| Heidi D. Lewis | | | | | 7,692 | | | | | $ | 115,226 | | | | | | 5,128 | | | | | $ | 105,949 | | |
| Jason Vlacich | | | | | 7,692 | | | | | $ | 115,226 | | | | | | 5,128 | | | | | $ | 105,949 | | |
| J. Travis Kelley | | | | | 9,615 | | | | | $ | 144,033 | | | | | | 6,410 | | | | | $ | 132,436 | | |
| Level | | | Percentile Rank vs. Comparator Group | | | Payout Percentage(1) | |
| Maximum | | | 80th Percentile and above | | | 200% of Target Level | |
| Target | | | 50th Percentile | | | 100% of Target Level | |
| Threshold | | | 30th Percentile | | | 50% of Target Level | |
| <Threshold | | | Below 30th Percentile | | | 0% | |
| 44 | | | | investors.targethospitality.com | |
| 2024 proxy statement | | | | 45 | |
| 46 | | | | investors.targethospitality.com | |
| | COMPENSATION COMMITTEE REPORT The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth above, and based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for incorporation by reference into our 2023 Annual Report. By the members of the Compensation Committee as of February 28, 2024 consisting of: | | | ||||||
| | Pamela H. Patenaude (Chair) | | | Martin L. Jimmerson | | | Alex Hernandez | | |
| | The information contained in the “Compensation Committee Report” is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, unless and only to the extent that the Company specifically incorporates by reference. | | |
| 2024 proxy statement | | | | 47 | |
| Name and Principal Position(1) | | Year | | Salary ($) | | Bonus ($) | | Stock Awards(6) ($) | | Option/SAR Awards(6) ($) | | Non-equity Incentive Plan Compensation(7) ($) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | | All Other Compensation(8) ($) | | Total ($) | | Name and Principal Position | | Year | | Salary ($) | | Bonus ($) | | Stock Awards(1) ($) | | Option/SAR Awards(1) ($) | | Non-equity Incentive Plan Compensation(2) ($) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | | All Other Compensation(3) ($) | | Total ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| James B Archer President and Chief Executive Officer | | | | | 2021 | | | | | 660,000 | | | | | — | | | | | 426,190 | | | | | 423,913 | | | | | 2,045,274 | | | | | — | | | | | 26,012 | | | | | 3,581,389 | | | James B Archer President and Chief Executive Officer | | | | | 2023 | | | | | 794,231 | | | | | — | | | | | 1,549,619 | | | | | — | | | | | 1,064,000 | | | | | — | | | | | 49,637 | | | | | 3,457,487 | | | ||||||||||||||||
| | | 2020 | | | | | 259,385(3)(4) | | | | | — | | | | | 758,481 | | | | | 488,096 | | | | | 658,350 | | | | | — | | | | | 32,878 | | | | | 2,264,781 | | | | | | 2022 | | | | | 739,615 | | | | | — | | | | | 2,095,031 | | | | | — | | | | | 1,995,000 | | | | | — | | | | | 45,076 | | | | | 4,874,722 | | | |||||||||||||||||||||
| | | 2019 | | | | | 261,538(3) | | | | | 16,500,000(5) | | | | | 800,010 | | | | | 500,001 | | | | | 798,000 | | | | | — | | | | | 36,000 | | | | | 18,895,549 | | | | | | 2021 | | | | | 660,000 | | | | | — | | | | | 426,190 | | | | | 423,913 | | | | | 2,045,274 | | | | | — | | | | | 26,012 | | | | | 3,581,389 | | | |||||||||||||||||||||
| Eric T. Kalamaras(2) Executive Vice President and Chief Financial Officer | | | | | 2021 | | | | | 415,000 | | | | | — | | | | | 255,714 | | | | | 254,348 | | | | | 821,908 | | | | | — | | | | | 30,676 | | | | | 1,777,646 | | | Eric T. Kalamaras Executive Vice President and Chief Financial Officer | | | | | 2023 | | | | | 438,794 | | | | | — | | | | | 619,851 | | | | | — | | | | | 374,233 | | | | | — | | | | | 57,276 | | | | | 1,490,154 | | | ||||||||||||||||
| | | 2020 | | | | | 373,500(4) | | | | | — | | | | | 329,066 | | | | | 292,858 | | | | | 265,562 | | | | | — | | | | | 34,840 | | | | | 1,315,403 | | | | | | 2022 | | | | | 426,013 | | | | | — | | | | | 1,986,021 | | | | | — | | | | | 726,665 | | | | | — | | | | | 41,712 | | | | | 3,180,411 | | | |||||||||||||||||||||
| | | 2019 | | | | | 134,077 | | | | | 93,187 | | | | | 800,005 | | | | | 300,001 | | | | | 117,583 | | | | | — | | | | | 17,382 | | | | | 1,462,235 | | | | | | 2021 | | | | | 415,000 | | | | | — | | | | | 255,714 | | | | | 254,348 | | | | | 821,908 | | | | | — | | | | | 30,676 | | | | | 1,777,646 | | | |||||||||||||||||||||
| Troy C. Schrenk Chief Commercial Officers | | | | | 2021 | | | | | 350,000 | | | | | — | | | | | 170,476 | | | | | 169,565 | | | | | 693,175 | | | | | — | | | | | 25,600 | | | | | 1,408,816 | | | Troy C. Schrenk Chief Commercial Officer | | | | | 2023 | | | | | 370,067 | | | | | — | | | | | 413,229 | | | | | — | | | | | 315,618 | | | | | — | | | | | 58,787 | | | | | 1,157,701 | | | ||||||||||||||||
| | | 2020 | | | | | 180,000(4) | | | | | — | | | | | 115,539 | | | | | 97,618 | | | | | 112,500 | | | | | — | | | | | 338,593 | | | | | 851,093 | | | | | | 2022 | | | | | 359,288 | | | | | — | | | | | 1,788,016 | | | | | — | | | | | 612,850 | | | | | — | | | | | 38,245 | | | | | 2,798.399 | | | |||||||||||||||||||||
| | | 2019 | | | | | 191,346 | | | | | 59,996 | | | | | 350,004 | | | | | 350,002 | | | | | 150,000 | | | | | — | | | | | 1,071,946 | | | | | 2,173,294 | | | | | | 2021 | | | | | 350,000 | | | | | — | | | | | 170,476 | | | | | 169,565 | | | | | 693,175 | | | | | — | | | | | 25,600 | | | | | 1,408,816 | | | |||||||||||||||||||||
| Heidi D. Lewis Executive Vice President, General Counsel and Secretary | | | | | 2023 | | | | | 361,238 | | | | | — | | | | | 206,607 | | | | | — | | | | | 234,325 | | | | | — | | | | | 40,128 | | | | | 842,298 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Jason Vlacich Chief Accounting Officer | | | | | 2023 | | | | | 317,200 | | | | | — | | | | | 206,607 | | | | | — | | | | | 206,876 | | | | | — | | | | | 38,994 | | | | | 768,677 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| J. Travis Kelley Former Executive Vice President, Operations | | | | | 2023 | | | | | 330,424 | | | | | — | | | | | 258,259 | | | | | — | | | | | 200,850 | | | | | — | | | | | 36,160 | | | | | 825,693 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | |
| 48 | | | | investors.targethospitality.com | |
| Name and Principal Position(1) | | Year | | Commission ($) | | Health Reimb.(a) ($) | | Auto Allowance(b) ($) | | Personal Vehicle Company Car(c) ($) | | Car Service(d) ($) | | 401K Match ($) | | Total All Other Compensation ($) | | Name and Principal Position | | Year | | Commission ($) | | Health Reimbursement(a) ($) | | Auto Allowance(b) ($) | | Personal Vehicle Company Car(c) ($) | | 401K Match(d) ($) | | Total All Other Compensation ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| James B Archer President and CEO | | | | | 2021 | | | | | — | | | | | 12,685 | | | | | — | | | | | 7,615 | | | | | — | | | | | 5,712 | | | | | 26,012 | | | James B Archer President and CEO | | | | | 2023 | | | | | — | | | | | 26,092 | | | | | — | | | | | 11,468 | | | | | 12,077 | | | | | 49,637 | | | |||||||||||||
| | | 2020 | | | | | — | | | | | 18,397 | | | | | — | | | | | 12,403 | | | | | — | | | | | 2,078 | | | | | 32,878 | | | | | | 2022 | | | | | — | | | | | 21,870 | | | | | — | | | | | 5,271 | | | | | 17,935 | | | | | 45,076 | | | ||||||||||||||||||
| | | 2019 | | | | | — | | | | | 9,357 | | | | | — | | | | | 14,874 | | | | | — | | | | | 11,769 | | | | | 36,000 | | | | | | 2021 | | | | | — | | | | | 12,685 | | | | | — | | | | | 7,615 | | | | | 5,712 | | | | | 26,012 | | | ||||||||||||||||||
| Eric T. Kalamaras EVP and CFO | | | | | 2021 | | | | | — | | | | | 12,685 | | | | | 14,400 | | | | | — | | | | | — | | | | | 3,591 | | | | | 30,676 | | | Eric T. Kalamaras EVP and CFO | | | | | 2023 | | | | | — | | | | | 26,092 | | | | | 14,400 | | | | | — | | | | | 16,784 | | | | | 57,276 | | | |||||||||||||
| | | 2020 | | | | | — | | | | | 12,969 | | | | | 14,400 | | | | | — | | | | | — | | | | | 7,471 | | | | | 34,840 | | | | | | 2022 | | | | | — | | | | | 21,870 | | | | | 14,400 | | | | | — | | | | | 5,442 | | | | | 41,712 | | | ||||||||||||||||||
| | | 2019 | | | | | — | | | | | — | | | | | 4,984 | | | | | — | | | | | 12,398 | | | | | — | | | | | 17,382 | | | | | | 2021 | | | | | — | | | | | 12,685 | | | | | 14,400 | | | | | — | | | | | 3,591 | | | | | 30,676 | | | ||||||||||||||||||
| Troy C. Schrenk CCO | | | | | 2021 | | | | | 3,363 | | | | | 12,685 | | | | | — | | | | | 3,641 | | | | | — | | | | | 5,911 | | | | | 25,600 | | | Troy C. Schrenk CCO | | | | | 2023 | | | | | — | | | | | 26,092 | | | | | 7,615 | | | | | 19,417 | | | | | 5,663 | | | | | 58,787 | | | |||||||||||||
| | | 2020 | | | | | 317,183 | | | | | 13,014 | | | | | — | | | | | 6,486 | | | | | — | | | | | 1,910 | | | | | 338,593 | | | | | | 2022 | | | | | — | | | | | 21,870 | | | | | — | | | | | 5,715 | | | | | 10,660 | | | | | 38,245 | | | ||||||||||||||||||
| | | 2019 | | | | | 1,062,000 | | | | | 8,216 | | | | | — | | | | | — | | | | | — | | | | | 1,730 | | | | | 1,071,946 | | | | | | 2021 | | | | | 3,363 | | | | | 12,685 | | | | | — | | | | | 3,641 | | | | | 5,911 | | | | | 25,600 | | | ||||||||||||||||||
| Heidi D. Lewis EVP, GC and Secretary | | | | | 2023 | | | | | — | | | | | 26,092 | | | | | 8,538 | | | | | — | | | | | 5,498 | | | | | 40,128 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Jason Vlacich CAO | | | | | 2023 | | | | | — | | | | | 26,092 | | | | | 8,538 | | | | | — | | | | | 4,364 | | | | | 38,994 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| J. Travis Kelley Former EVP, Operations | | | | | 2023 | | | | | — | | | | | 26,092 | | | | | 7,615 | | | | | 2,453 | | | | | — | | | | | 36,160 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2022 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2021 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | |
| 2024 proxy statement | | | | 49 | |
| | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (PSU)(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/Sh) | | | Grant Date Fair Value of Stock and Option Awards ($)(4) | | ||||||||||||||||||||||||||||||||||||||||||
| Name | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||||||||||||||||||||||||||||||||||||||||||
| James B. Archer | | | | | 3/1/23 | | | | | $ | 532,000 | | | | | $ | 1,064,000 | | | | | $ | 2,128,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/1/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | 19,231 | | | | | | 38,462 | | | | | | 76,923 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 685,393 | | | |||
| | | 3/1/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 57,692 | | | | | | — | | | | | | — | | | | | $ | 864,226 | | | |||
| Eric T. Kalamaras | | | | | 3/1/23 | | | | | $ | 187,116 | | | | | $ | 374,233 | | | | | $ | 748,466 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/1/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,693 | | | | | | 15,385 | | | | | | 30,770 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 274,158 | | | |||
| | | 3/1/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 23,077 | | | | | | — | | | | | | — | | | | | $ | 345,693 | | | |||
| Troy C. Schrenk | | | | | 3/1/23 | | | | | $ | 157,809 | | | | | $ | 315,618 | | | | | $ | 631,236 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/1/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,128 | | | | | | 10,256 | | | | | | 20,512 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 182,762 | | | |||
| | | 3/1/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,385 | | | | | | — | | | | | | — | | | | | $ | 230,467 | | | |||
| Heidi D. Lewis | | | | | 3/1/23 | | | | | $ | 117,163 | | | | | $ | 234,325 | | | | | $ | 468,650 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/1/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,564 | | | | | | 5,128 | | | | | | 10,256 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 91,381 | | | |||
| | | 3/1/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,692 | | | | | | — | | | | | | — | | | | | $ | 115,226 | | | |||
| Jason Vlacich | | | | | 3/1/23 | | | | | $ | 103,438 | | | | | $ | 206,876 | | | | | $ | 413,751 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/1/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,564 | | | | | | 5,128 | | | | | | 10,256 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 91,381 | | | |||
| | | 3/1/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,692 | | | | | | — | | | | | | — | | | | | $ | 115,226 | | | |||
| J. Travis Kelley | | | | | 3/1/23 | | | | | $ | 100,425 | | | | | $ | 200,850 | | | | | $ | 401,700 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 3/1/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,205 | | | | | | 6,410 | | | | | | 12,820 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 114,226 | | | |||
| | | 3/1/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,615 | | | | | | — | | | | | | — | | | | | $ | 144,033 | | |
| 50 | | | | investors.targethospitality.com | |
| | | | | | | | | | Option/SAR Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||||||||
| Name and Principal Position | | | Grant Date | | | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | | | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock that Have Not Vested (#) | | | Market Value of Shares or Units of Stock that Have Not Vested(2) ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($) | | ||||||||||||||||||||||||||||||
| James B Archer President and CEO | | | | | 2/25/2021 | | | | | | — | | | | | | 543,478 | | | | | | — | | | | | $ | 1.79 | | | | | | 2/25/2031 | | | | | | 238,095 | | | | | $ | 847,618 | | | | | | — | | | | | | — | | |
| | | 3/4/2020 | | | | | | 99,207 | | | | | | 297,619 | | | | | | — | | | | | $ | 4.51 | | | | | | 3/4/2030 | | | | | | 80,300 | | | | | $ | 285,868 | | | | | | — | | | | | | — | | | |||
| | | 5/21/2019 | | | | | | 74,850 | | | | | | 74,851 | | | | | | — | | | | | $ | 10.83 | | | | | | 5/21/2029 | | | | | | 23,085 | | | | | $ | 82,183 | | | | | | — | | | | | | — | | | |||
| Eric T. Kalamaras EVP and CFO | | | | | 2/25/2021 | | | | | | — | | | | | | 326,087 | | | | | | — | | | | | $ | 1.79 | | | | | | 2/25/2031 | | | | | | 142,857 | | | | | $ | 508,571 | | | | | | — | | | | | | — | | |
| | | 3/4/2020 | | | | | | 59,524 | | | | | | 178,572 | | | | | | — | | | | | $ | 4.51 | | | | | | 3/4/2030 | | | | | | 48,180 | | | | | $ | 171,521 | | | | | | — | | | | | | — | | | |||
| | | 9/3/2019 | | | | | | 85,714 | | | | | | 85,715 | | | | | | — | | | | | $ | 6.14 | | | | | | 9/3/2029 | | | | | | 24,430 | | | | | $ | 86,971 | | | | | | — | | | | | | — | | | |||
| Troy C. Schrenk CCO | | | | | 2/25/2021 | | | | | | — | | | | | | 217,391 | | | | | | — | | | | | $ | 1.79 | | | | | | 2/25/2031 | | | | | | 95,238 | | | | | $ | 339,047 | | | | | | — | | | | | | — | | |
| | | 3/4/2020 | | | | | | 19,842 | | | | | | 59,523 | | | | | | — | | | | | $ | 4.51 | | | | | | 3/4/2030 | | | | | | 16,060 | | | | | $ | 57,174 | | | | | | — | | | | | | — | | | |||
| | | 5/21/2019 | | | | | | 52,395 | | | | | | 52,396 | | | | | | — | | | | | $ | 10.83 | | | | | | 5/21/2029 | | | | | | 16,159 | | | | | $ | 57,526 | | | | | | — | | | | | | — | | |
| | | | | | | | | | Option/SAR Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||||||||
| Name and Principal Position | | | Grant Date | | | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | | | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock that Have Not Vested(2) (#) | | | Market Value of Shares or Units of Stock that Have Not Vested(3) ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested(3) (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested(4) ($) | | ||||||||||||||||||||||||||||||
| James B Archer | | | | | 3/1/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 57,692 | | | | | $ | 561,343 | | | | | | 38,462 | | | | | $ | 374,235 | | |
| | | 5/24/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | 500,000 | | | | | $ | 4,865,000 | | | |||
| | | 2/24/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 186,876 | | | | | $ | 1,818,303 | | | | | | 83,056 | | | | | $ | 808,135 | | | |||
| | | 2/25/2021 | | | | | | — | | | | | | 271,739 | | | | | | — | | | | | $ | 1.79 | | | | | | 2/25/31 | | | | | | 119,047 | | | | | $ | 1,158,327 | | | | | | — | | | | | $ | — | | | |||
| | | 3/04/2020 | | | | | | — | | | | | | 99,206 | | | | | | — | | | | | $ | 4.51 | | | | | | 3/4/30 | | | | | | 26,766 | | | | | $ | 260,433 | | | | | | — | | | | | $ | — | | | |||
| | | 5/21/2019 | | | | | | 37,426 | | | | | | — | | | | | | — | | | | | $ | 10.83 | | | | | | 5/21/29 | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | |||
| Eric T. Kalamaras | | | | | 3/1/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 23,077 | | | | | $ | 224,539 | | | | | | 15,385 | | | | | $ | 149,696 | | |
| | | 7/12/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | 200,000 | | | | | $ | 1,946,000 | | | |||
| | | 2/24/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 112,126 | | | | | $ | 1,090,986 | | | | | | 49,834 | | | | | $ | 484,885 | | | |||
| | | 2/25/2021 | | | | | | — | | | | | | 163,043 | | | | | | — | | | | | $ | 1.79 | | | | | | 2/25/31 | | | | | | 71,428 | | | | | $ | 694,994 | | | | | | — | | | | | $ | — | | | |||
| | | 3/04/2020 | | | | | | 66,858 | | | | | | 59,524 | | | | | | — | | | | | $ | 4.51 | | | | | | 3/4/30 | | | | | | 16,060 | | | | | $ | 156,264 | | | | | | — | | | | | $ | — | | | |||
| | | 9/03/2019 | | | | | | 171,429 | | | | | | — | | | | | | — | | | | | $ | 6.14 | | | | | | 9/3/29 | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | |||
| Troy C. Schrenk | | | | | 3/1/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 15,385 | | | | | $ | 149,696 | | | | | | 10,256 | | | | | $ | 99,791 | | |
| | | 7/12/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | 200,000 | | | | | $ | 1,946,000 | | | |||
| | | 2/24/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 74,751 | | | | | $ | 727,327 | | | | | | 33,223 | | | | | $ | 323,260 | | | |||
| | | 2/25/2021 | | | | | | — | | | | | | 108,695 | | | | | | — | | | | | $ | 1.79 | | | | | | 2/25/31 | | | | | | 47,619 | | | | | $ | 463,333 | | | | | | — | | | | | $ | — | | | |||
| | | 3/04/2020 | | | | | | — | | | | | | 19,841 | | | | | | — | | | | | $ | 4.51 | | | | | | 3/4/30 | | | | | | 5,353 | | | | | $ | 52,085 | | | | | | — | | | | | $ | — | | | |||
| | | 5/21/2019 | | | | | | 104,791 | | | | | | — | | | | | | — | | | | | $ | 10.83 | | | | | | 5/21/29 | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | |||
| Heidi D. Lewis | | | | | 3/1/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 7,692 | | | | | $ | 74,843 | | | | | | 5,128 | | | | | | 49,895 | | |
| | | 7/12/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | 75,000 | | | | | | 729,750 | | | |||
| | | 2/24/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 37,375 | | | | | $ | 363,659 | | | | | | 16,611 | | | | | | 161,625 | | | |||
| | | 2/25/2021 | | | | | | — | | | | | | 54,348 | | | | | | — | | | | | $ | 1.79 | | | | | | 2/25/31 | | | | | | 23,809 | | | | | $ | 231,662 | | | | | | — | | | | | | — | | | |||
| | | 3/04/2020 | | | | | | — | | | | | | 19,841 | | | | | | — | | | | | $ | 4.51 | | | | | | 3/4/30 | | | | | | 5,353 | | | | | $ | 52,085 | | | | | | — | | | | | | — | | | |||
| | | 5/21/2019 | | | | | | 7,486 | | | | | | — | | | | | | — | | | | | $ | 10.83 | | | | | | 5/21/29 | | | | | | — | | | | | $ | — | | | | | | — | | | | | | — | | | |||
| Jason Vlacich | | | | | 3/1/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 7,692 | | | | | $ | 74,843 | | | | | | 5,128 | | | | | | 49,895 | | |
| | | 7/12/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | 75,000 | | | | | | 729,750 | | | |||
| | | 2/24/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 37,375 | | | | | $ | 363,659 | | | | | | 16,611 | | | | | | 161,625 | | | |||
| | | 2/25/2021 | | | | | | — | | | | | | 54,348 | | | | | | — | | | | | $ | 1.79 | | | | | | 2/25/31 | | | | | | 23,809 | | | | | $ | 231,662 | | | | | | — | | | | | | — | | | |||
| | | 3/04/2020 | | | | | | — | | | | | | 19,841 | | | | | | — | | | | | $ | 4.51 | | | | | | 3/4/30 | | | | | | 5,353 | | | | | $ | 52,085 | | | | | | — | | | | | | — | | | |||
| | | 5/21/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | — | | | |||
| J. Travis Kelley(5) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | — | | |
| 2024 proxy statement | | | | 51 | |
| Name | | | Option/SAR Awards | | | Stock Awards(1) | | ||||||||||||||||||
| Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($) | | |||||||||||||||
| James B. Archer | | | | | 681,634 | | | | | $ | 7,946,986 | | | | | | 219,651 | | | | | $ | 3,325,325 | | |
| Eric T. Kalamaras | | | | | 274,758 | | | | | $ | 3,518,722 | | | | | | 137,080 | | | | | $ | 2,082,352 | | |
| Troy C. Schrenk | | | | | 168,220 | | | | | $ | 2,132,848 | | | | | | 85,970 | | | | | $ | 1,303,477 | | |
| Heidi D. Lewis | | | | | 74,189 | | | | | $ | 938,275 | | | | | | 43,932 | | | | | $ | 665,092 | | |
| Jason Vlacich | | | | | 113,813 | | | | | $ | 1,232,949 | | | | | | 43,932 | | | | | $ | 665,092 | | |
| J. Travis Kelley | | | | | 54,348 | | | | | $ | 808,155 | | | | | | 47,046 | | | | | $ | 712,176 | | |
| 52 | | | | investors.targethospitality.com | |
| Name and Principal Position | | | | | | Termination by Death ($) | | | Termination by Disability ($) | | | Termination by Company without Cause or by Executive for Good Reason ($) | | | Change in Control and Termination by Company without Cause or for Disability or by Executive for Good Reason ($) | | ||||||||||||
| James B Archer President and CEO | | | Severance | | | | $ | 800,000 | | | | | $ | 65,753 | | | | | $ | 2,330,000 | | | | | $ | 4,660,000 | | |
| Non-Equity Incentive Award | | | | $ | 1,064,000 | | | | | $ | 1,064,000 | | | | | $ | 1,064,000 | | | | | $ | 1,064,000 | | | |||
| Vesting of Equity Awards(1) | | | | $ | 10,088,740 | | | | | $ | 10,088,740 | | | | | $ | 11,718,622 | | | | | $ | 12,521,240 | | | |||
| Insurance (Health Benefits) | | | | $ | — | | | | | $ | — | | | | | $ | 31,920 | | | | | $ | 38,304 | | | |||
| Total | | | | $ | 11,952,740 | | | | | $ | 11,218,494 | | | | | $ | 15,144,542 | | | | | $ | 18,283,544 | | | |||
| Eric T. Kalamaras EVP and CFO | | | Severance | | | | $ | 440,274 | | | | | $ | 36,187 | | | | | $ | 814,507 | | | | | $ | 1,629,014 | | |
| Non-Equity Incentive Award | | | | $ | 374,233 | | | | | $ | 374,233 | | | | | $ | 374,233 | | | | | $ | 374,233 | | | |||
| Vesting of Equity Awards(1) | | | | $ | 5,379,641 | | | | | $ | 5,379,641 | | | | | $ | 3,940,837 | | | | | $ | 6,352,641 | | | |||
| Insurance (Health Benefits) | | | | $ | — | | | | | $ | — | | | | | $ | 25,536 | | | | | $ | 38,304 | | | |||
| Total | | | | $ | 6,194,148 | | | | | $ | 5,790,061 | | | | | $ | 5,155,113 | | | | | $ | 8,394,192 | | | |||
| Troy C. Schrenk CCO | | | Severance | | | | $ | 371,315 | | | | | $ | 30,519 | | | | | $ | 686,933 | | | | | $ | 1,373,866 | | |
| Non-Equity Incentive Award | | | | $ | 315,618 | | | | | $ | 315,618 | | | | | $ | 315,618 | | | | | $ | 315,618 | | | |||
| Vesting of Equity Awards(1) | | | | $ | 3,755,108 | | | | | $ | 3,755,108 | | | | | $ | 2,795,895 | | | | | $ | 4,728,108 | | | |||
| Insurance (Health Benefits) | | | | $ | — | | | | | $ | — | | | | | $ | 25,536 | | | | | $ | 38,304 | | | |||
| Total | | | | $ | 4,442,041 | | | | | $ | 4,101,245 | | | | | $ | 3,823,982 | | | | | $ | 6,455,895 | | | |||
| Heidi D. Lewis EVP, GC and Secretary | | | Severance | | | | $ | 360,500 | | | | | $ | 29,630 | | | | | $ | 594,825 | | | | | $ | 1,189,650 | | |
| Non-Equity Incentive Award | | | | $ | 234,325 | | | | | $ | 234,325 | | | | | $ | 234,325 | | | | | $ | 234,325 | | | |||
| Vesting of Equity Awards(1) | | | | $ | 1,833,747 | | | | | $ | 1,833,747 | | | | | $ | 1,354,145 | | | | | $ | 2,198,622 | | | |||
| Insurance (Health Benefits) | | | | $ | — | | | | | $ | — | | | | | $ | 25,536 | | | | | $ | 38,304 | | | |||
| Total | | | | $ | 2,428,572 | | | | | $ | 2,097,702 | | | | | $ | 2,208,831 | | | | | $ | 3,660,901 | | | |||
| Jason Vlacich CAO | | | Severance | | | | $ | 318,270 | | | | | $ | 26,159 | | | | | $ | 525,146 | | | | | $ | 1,050,291 | | |
| Non-Equity Incentive Award | | | | $ | 206,876 | | | | | $ | 206,876 | | | | | $ | 206,876 | | | | | $ | 206,876 | | | |||
| Vesting of Equity Awards(1) | | | | $ | 1,833,747 | | | | | $ | 1,833,747 | | | | | $ | 1,354,145 | | | | | $ | 2,198,622 | | | |||
| Insurance (Health Benefits) | | | | $ | — | | | | | $ | — | | | | | $ | 25,536 | | | | | $ | 38,304 | | | |||
| Total | | | | $ | 2,358,892 | | | | | $ | 2,066,781 | | | | | $ | 2,111,702 | | | | | $ | 3,494,092 | | | |||
| J. .Travis Kelley Former EVP, Operations | | | Severance | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Non-Equity Incentive Award | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Vesting of Equity Awards | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Insurance (Health Benefits) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Total | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| 2024 proxy statement | | | | 53 | |
| | | | | | | | | | | | | | | | Equity | | ||||||
| Termination Event | | | Applicable NEOs | | | Severance | | | Non-Equity Incentive Award | | | Insurance (Health Benefits) | | | Unvested RSU | | | Unvested Options/SARS | | | Unvested PSUs | |
| Death | | | All NEOs | | | 1X base salary | | | Pro-rata portion of bonus based on Company performance | | | None | | | Fully Vest | | | Fully Vest Participant’s estate/executor can exercise vested portion until the earlier of two years after termination or 10 years after grant date | | | 2022 PSU — vests based on actual performance during fiscal period 2022 Retention PSU — any PSU for which Milestone has been achieved will vest on termination date (others are forfeited) 2023 PSUs — vests based on actual performance during fiscal period in which termination occurs | |
| Disability | | | All NEOs | | | 30 days salary from notice of termination | | | Pro-rata portion of bonus based on Company performance | | | None | | | Fully Vest | | | Fully Vest Participant can exercise vested portion until the earlier of two years after termination or 10 years after grant date | | | 2022 PSU — vests based on actual performance during fiscal period in which disability termination occurs 2022 Retention PSU — any PSU for which Milestone has been achieved will vest on disability termination date (others are forfeited) 2023 PSU — vests based on actual performance during fiscal period in which disability termination occurs | |
| Without Cause or Good Reason | | | Archer | | | 1.25x (Base Salary + Target Bonus) | | | Pro-rata portion of bonus based on Company performance | | | 15 months continued coverage under the Company’s health insurance plans | | | continued vesting during severance period (15 months) | | | continued vesting during severance period (15 months) | | | 2022 PSU — continued vesting during severance period (15 months — Archer, 12 months — Other NEOs) | |
| | | | All other NEOs | | | 1.0x (Base Salary + Target Bonus) | | | Pro-rata portion of bonus based on Company performance | | | 12 months continued coverage under the Company’s health insurance plans | | | continued vesting during severance period (12 months) | | | continued vesting during severance period (12 months) | | | 2022 Retention PSU — any PSU for which Milestone has been achieved will vest on termination date (others are forfeited) 2023 PSU — a pro rata portion of PSUs to vest based on months from grant date through the end of the severance period, subject to achievement of actual performance. | |
| 54 | | | | investors.targethospitality.com | |
| | | | | | | | | | | | | | | | Equity | | ||||||
| Termination Event | | | Applicable NEOs | | | Severance | | | Non-Equity Incentive Award | | | Insurance (Health Benefits) | | | Unvested RSU | | | Unvested Options/SARS | | | Unvested PSUs | |
| Qualifying Termination CIC | | | Archer | | | 2.5x (Base Salary + Target Bonus) | | | Pro-rata portion of bonus based on Company performance | | | 18 months continued coverage under the Company’s health insurance plans | | | Fully vest on Qualifying Termination | | | Fully vest on Qualifying Termination | | | 2022 PSU — fully time-vest on Qualifying Termination and PSUs will be payable at the greater of Target Level or the level of actual performance as of the date of the CIC | |
| | | | All other NEOs | | | 2.0x (Base Salary + Target Bonus) | | | Pro-rata portion of bonus based on Company performance | | | 18 months continued coverage under the Company’s health insurance plans | | | Fully vest on Qualifying Termination | | | Fully vest on Qualifying Termination | | | 2022 Retention PSU — if CIC is prior to the end of the performance period and participant subject to Qualifying Termination, Service Goal is satisfied on termination date and if $12.50 Milestone has been achieved before closing date, then all Performance Goals will have been satisfied and PSUs are payable 2023 PSU — fully time-vest on Qualifying Termination and PSUs will be payable at the greater of Target Level or the level of actual performance as of the date of the CIC. | |
| 2024 proxy statement | | | | 55 | |
| 56 | | | | investors.targethospitality.com | |
| Year | | | Summary Compensation Table Total for PEO ($)(1) | | | Compensation Actually Paid to PEO ($)(2) | | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | | | Average Compensation Actually Paid to Non- PEO NEOs ($)(4) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income ($ in 000s)(7) | | | Adjusted EBITDA ($ in 000s)(8) | | |||||||||||||||||||||||||||
| Total Shareholder Return ($)(5) | | | Peer Group Total Shareholder Return ($)(6) | | |||||||||||||||||||||||||||||||||||||||||||||
| 2023 | | | | | 3,457,487 | | | | | | (3,703,779) | | | | | | 1,064,708 | | | | | | (1,049,917) | | | | | | 616 | | | | | | 187 | | | | | | 173,700 | | | | | | 344,217 | | |
| 2022 | | | | | 4,874,722 | | | | | | 25,669,657 | | | | | | 2,989,405 | | | | | | 12,049,682 | | | | | | 958 | | | | | | 128 | | | | | | 73,939 | | | | | | 264,714 | | |
| 2021 | | | | | 3,581,389 | | | | | | 5,136,429 | | | | | | 1,593,231 | | | | | | 2,408,446 | | | | | | 225 | | | | | | 153 | | | | | | (4,576) | | | | | | 119,176 | | |
| Compensation Actually Paid to PEO | | | 2023 | | | 2022 | | | 2021 | | |||||||||
| Summary Compensation Table Total | | | | | 3,457,487 | | | | | | 4,874,722 | | | | | | 3,581,389 | | |
| Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | | | | | (1,549,619) | | | | | | (2,095,031) | | | | | | (850,103) | | |
| Less, change in pension value and Non-Qualified Deferred Compensation earnings | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
| Plus, year-end fair value of outstanding and unvested equity awards granted in the year | | | | | 840,193 | | | | | | 11,624,887 | | | | | | 1,809,574 | | |
| Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | | | | | (7,410,418) | | | | | | 11,217,181 | | | | | | 566,716 | | |
| Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year | | | | | 958,578 | | | | | | 47,898 | | | | | | 28,853 | | |
| Compensation Actually Paid to Mr. Archer | | | | | (3,703,779) | | | | | | 25,669,657 | | | | | | 5,136,429 | | |
| Year | | | PEO | | | NEOs included in Average | |
| 2023 | | | James B Archer | | | Eric T. Kalamaras, Troy C. Schrenk, Heidi Lewis, Jason Vlacich, Travis Kelley | |
| 2022 | | | James B Archer | | | Eric T. Kalamaras, Troy C. Schrenk | |
| 2021 | | | James B Archer | | | Eric T. Kalamaras, Troy C. Schrenk | |
| 2024 proxy statement | | | | 57 | |
| Average Compensation Actually Paid to Non-PEO NEOs | | | 2023 | | | 2022 | | | 2021 | | |||||||||
| Average Summary Compensation Table Total | | | | | 1,064,708 | | | | | | 2,989,405 | | | | | | 1,593,231 | | |
| Less, average value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | | | | | (361,574) | | | | | | (1,887,019) | | | | | | (425,052) | | |
| Less, change in pension value and Non-Qualified Deferred Compensation earnings | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
| Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | | | | | 196,044 | | | | | | 5,152,958 | | | | | | 904,787 | | |
| Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | | | | | (2,286,425) | | | | | | 5,554,520 | | | | | | 284,110 | | |
| Plus (less), average year over year change in fair value of equity awards granted in prior years that vested in the year | | | | | 337,331 | | | | | | 239,816 | | | | | | 51,370 | | |
| Average Compensation Actually Paid to Non-PEO NEOs | | | | | (1,049,917) | | | | | | 12,049,682 | | | | | | 2,408,446 | | |
| 58 | | | | investors.targethospitality.com | |
| 2024 proxy statement | | | | 59 | |
| 60 | | | | investors.targethospitality.com | |
| 2024 proxy statement | | | | 61 | |
| Plan Category | | Common Shares to be Issued Upon Exercise of Outstanding Options and Restricted Stock Units (a) | | Weighted Average Exercise Price of Outstanding Options (b) | | Common Shares Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Shares Reflected in the first column in this table) (c) | | Plan Category | | Common Shares to be Issued Upon Exercise of Outstanding Options and RSUs (a) | | Weighted Average Exercise Price of Outstanding Options (b) | | Common Shares Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Shares Reflected in the first column in this table) (c) | | ||||||||||||||||||||||||
| Equity compensation plans approved by Target Hospitality stockholders(1) | | | | 2,968,678 | | | | $ | 6.11 | | | | | — | | | Equity compensation plans approved by Target Hospitality stockholders(1) | | | | 3,781,513 | | | | $ | 6.55 | | | | | 1,207,138 | | | ||||||
| Equity compensation plans not approved by stockholders | | — | | | | — | | | | | — | | | Equity compensation plans not approved by stockholders | | | | — | | | | | — | | | | | — | | | |||||||||
| Total | | | | 2,968,678 | | | | $ | 6.11 | | | | | — | | | Total | | | | 3,781,513 | | | | $ | 6.55 | | | | | 1,207,138 | | |
| 62 | | | | investors.targethospitality.com | |
| 2024 proxy statement | | | | 63 | |
| 64 | | | | investors.targethospitality.com | |
| | | | |
| 66 | | | | investors.targethospitality.com | |
| | | | |
| Name and Address of Beneficial Owner | | Number of Shares | | % | | Name and Address of Beneficial Owner | | Number of Shares | | % | | ||||||||||||||||
| Current Directors and Executive Officers(1) | | | | | | | | | | | | Current Directors and Executive Officers(1) | | | | | | | | | | | | ||||
| James B. Archer(2) | | | | 1,545,029 | | | | | 1.5% | | | James B. Archer(2) | | | | 1,592,331 | | | | | 1.6% | | | ||||
| Eric T. Kalamaras(3) | | | | 352,705 | | | | | * | | | Jason P. Vlacich(3) | | | | 75,031 | | | | | * | | | ||||
| Troy C. Schrenk(4) | | | | 151,738 | | | | | * | | | Troy C. Schrenk(4) | | | | 217,790 | | | | | * | | | ||||
| Heidi D. Lewis(5) | | | | 82,901 | | | | | * | | | Heidi D. Lewis(5) | | | | 150,190 | | | | | * | | | ||||
| J. Travis Kelley(6) | | | | 80,538 | | | | | * | | | Stephen Robertson(6) | | | | 64,788,005 | | | | | 65.0% | | | ||||
| Jason P. Vlacich(7) | | | | 82,055 | | | | | * | | | John Dorman(7) | | | | 3,082 | | | | | * | | | ||||
| Stephen Robertson(8) | | | | 65,294,465 | | | | | 64.2% | | | Alex Hernandez(8) | | | | 6,875 | | | | | * | | | ||||
| Joy Berry(9) | | | | 98,104 | | | | | * | | | Martin L. Jimmerson(7) | | | | 146,439 | | | | | * | | | ||||
| Barbara Faulkenberry(10) | | | | 22,087 | | | | | * | | | Linda Medler(8) | | | | 36,859 | | | | | * | | | ||||
| Martin L. Jimmerson(11) | | | | 120,441 | | | | | * | | | Pamela Hughes Patenaude(9) | | | | 44,305 | | | | | * | | | ||||
| Linda Medler(12) | | | | 10,861 | | | | | * | | | All Directors and Executive Officers as a Group (8 Individuals) | | | | 67,060,907 | | | | | 67.0% | | | ||||
| Pamela Hughes Patenaude(13) | | | | 17,351 | | | | | * | | | Five Percent Holders | | | | | | | | | | | | ||||
| Jeff Sagansky(14) | | | | 3,437,891 | | | | | 3.3% | | | Arrow(10) | | | | 48,973,852 | | | | | 49.1% | | | ||||
| All Directors and Executive Officers as a Group (13 Individuals) | | | | 71,296,166 | | | | | 68.2% | | | MFA Global(11) | | | | 15,628,865 | | | | | 15.7% | | | ||||
| Five Percent Holders | | | | | | | | | | | | Private Capital Management, LLC(12) | | | | 5,933,303 | | | | | 6.0% | | | ||||
| Arrow(15) | | | | 49,490,600 | | | | | 48.7% | | | Conversant Capital LLC(13) | | | | 5,042,960 | | | | | 5.1% | | | ||||
| Modulaire Global(16) | | | | 15,628,865 | | | | | 15.4% | | | ||||||||||||||||
| Private Capital Management, LLC(17) | | | | 5,259,772 | | | | | 5.2% | | |
| 68 | | | | investors.targethospitality.com | |
| | | | |
| 70 | | | | investors.targethospitality.com | |
| 2024 proxy statement | | | | 71 | |
| Proposal No. 1: Elect as directors the | | | As there are The Board recommends a vote FOR the election of each nominee as a director. | |
| Proposal No. 2: | ||||
| | Ratification of the appointment of EY as our independent registered public accounting firm for the year ending December 31, The Board recommends a vote FOR the ratification of EY’s appointment. | | ||
| Proposal No. 3: Approve or disapprove, by advisory vote, the compensation of our named executive officers | | | The Board and the Compensation Committee will consider the affirmative vote of a majority of the votes cast “FOR” the proposal at the Annual Meeting as advisory approval of the compensation paid to our named executive officers as described in this proxy statement. Abstentions and broker non-votes will not be counted as votes cast either “FOR” or “AGAINST” Proposal No. 3, and will have no effect on the results of the vote on this proposal. The Board recommends a vote FOR the approval of the compensation of our named executive officers. | |
| Proposal No. 4: Determine the frequency of the advisory vote on the compensation of our named executive officers. | | | We will consider the option that receives the affirmative vote of a majority of the votes cast at the Annual Meeting as the frequency choice of the stockholders. In the event that no option receives a majority of the votes cast, we will consider the option that receives the most votes to be the option selected by stockholders. Abstentions and broker non-votes will not be counted as votes cast with respect to Proposal No. 4, and will have no effect on the results of the vote on this proposal. The Board recommends a vote to hold a say-on-pay vote EVERY YEAR. | |
| 72 | | | | investors.targethospitality.com | |
| 2024 proxy statement | | | | 73 | |
| 74 | | | | investors.targethospitality.com | |
| | | | |