XML 50 R2.htm IDEA: XBRL DOCUMENT

Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2024

USD ($)

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance

In accordance with Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between compensation of our Chief Executive Officer or principal executive officer (“PEO”) and Named Executive Officers (“NEOs”) and certain financial performance measures of the Company for the fiscal years ended on December 31, 2024, December 31, 2023, December 31, 2022, December 31, 2021, and December 31, 2020. For further information on the Company’s pay-for-performance philosophy and how executive compensation aligns with the Company’s performance, refer to the “Executive Compensation - Compensation Discussion and Analysis” section of this proxy statement.

		Summary Compensa- tion Table								Compensa-								Average								Value of Initial Fixed $100 Investment Based On:
Year		Total for PEO for President and CEO William Monteleone				Summary Compensation Table Total for PEO for former CEO William Pate				tion Actually Paid to PEO for President and CEO William Monteleone				Compensation Actually Paid to PEO for former CEO William Pate				Summary Compensa- tion Table Total for Non-PEO NEOs				Average Compensa- tion Actually Paid to Non- PEO NEOs				Total Share- holder Return				Peer Group Total Shareholder Return				Net Income (000’s)				Modified Free Cash Flow per Share (Non- GAAP)
		(1)(2)								(1)(2)								(1)(3)				(1)(3)				(4)				(4)				(5)				(6)
2024		$	9,815,511			$	13,568,175			$	3,140,696			$	15,595,901			$	1,152,878			$	487,368			$	70.52			$	119.78			$	(33,322	)		$	0.63
2023			(1	)		$	4,333,805				(1	)		$	10,918,980			$	1,646,261			$	2,393,628			$	156.50			$	141.06			$	728,642			$	9.21
2022			(1	)		$	5,058,869				(1	)		$	9,484,571			$	1,171,608			$	1,165,709			$	100.04			$	129.46			$	364,189			$	8.70
2021			(1	)		$	3,542,686				(1	)		$	4,403,028			$	1,151,037			$	1,358,857			$	70.96			$	111.33			$	(81,297	)		$	0.38
2020			(1	)		$	2,057,996				(1	)		$	(804,782	)		$	943,465			$	251,535			$	60.15			$	89.94			$	(409,086	)		$	(4.69	)

⁽¹⁾	NEOs included in these columns reflect the following:

Year	PEO	Non-PEO NEOs
2024	Mr. Pate and Mr. Monteleone^*	Messrs. Creamer, Flores, Hollis, and Pitkin
2023	Mr. Pate	Messrs. Monteleone, Creamer, Flores, Hollis, and Yates
2020 – 2022	Mr. Pate	Messrs. Monteleone, Creamer, and Yates, and Joseph Israel, J. Matthew Vaughn, and Eric Wright

^*	Two individuals served as PEO during 2024. Mr. Pate served as PEO until his retirement as Chief Executive Officer effective April 30, 2024. Mr. Monteleone served as PEO upon his appointment as President and Chief Executive Officer effective April 30, 2024.

⁽²⁾	Amounts reflect the total compensation for our PEOs, as reported in the Summary Compensation Table for each applicable year.

⁽³⁾	Amounts reflect the total compensation for our NEO, as reported in the Summary Compensation Table for each applicable year. The Average of other non-CEO NEOs for all years reflects average Target Total Pay for NEOs not serving as CEO at any time during the year.

PEO Total Compensation Amount

$ 9,815,511

PEO Actually Paid Compensation Amount

$ 3,140,696

Adjustment To PEO Compensation, Footnote

Summary Compensation Table Total for PEO

						Less:				Add:				Add:				Add:				Less:
														Year over
										Fair Value				Year Change				Year over
										of Equity				in Fair Value				Year Change				Fair Value of
		Summary				Grant Date				Awards				of Equity				in Fair Value				Equity Awards
		Compensa-				Fair Value				granted in				Awards				of Unvested				Failing to				Compensa-
		tion Table				of Equity				the Fiscal				Vested in the				Equity Awards				Meet Vesting				tion Actually
Year		total for PEO				Awards^*				Year^**				Fiscal Year^***				Vested^**				Conditions^****				Paid for PEO
William Monteleone (President and Chief Executive Officer)
2024		$	9,815,511			$	8,588,051			$	3,459,403			$	235,350			$	(1,781,517	)		$	—			$	3,140,696
William Pate (Former CEO)
2024		$	13,568,175			$	49,991			$	38,238			$	2,039,479			$	—			$	—			$	15,595,901
2023		$	4,333,805			$	1,837,523			$	2,432,789			$	790,193			$	5,199,716			$	—			$	10,918,980
2022		$	5,058,869			$	3,302,299			$	6,263,376			$	(240,972	)		$	1,705,597			$	—			$	9,484,571
2021		$	3,542,686			$	2,385,201			$	2,429,860			$	346,696			$	468,987			$	—			$	4,403,028
2020		$	2,057,996			$	1,291,985			$	981,477			$	(1,281,483	)		$	(1,270,787	)		$	—			$	(804,782	)

Non-PEO NEO Average Total Compensation Amount

$ 1,152,878

$ 1,646,261

$ 1,171,608

$ 1,151,037

$ 943,465

Non-PEO NEO Average Compensation Actually Paid Amount

$ 487,368

2,393,628

1,165,709

1,358,857

251,535

Adjustment to Non-PEO NEO Compensation Footnote

Summary Compensation Table Total for NEOs (other than PEO)

						Less:				Add:				Add:				Add:				Less:
														Year over
		Summary								Fair Value				Year Change				Year over
		Compensa-								of Equity				in Fair Value				Year Change				Fair Value of				Compensa-
		tion Table				Grant Date				Awards				of Equity				in Fair Value				Equity Awards				tion Actually
		total for				Fair Value				granted in				Awards				of Unvested				Failing to				Paid for NEOs
		NEOs (other				of Equity				the Fiscal				Vested in the				Equity Awards				Meet Vesting				(other than
Year		than PEO)				Awards^*				Year^**				Fiscal Year^***				Vested^**				Conditions^****				PEO)
2024		$	1,152,878			$	497,284			$	208,505			$	4,128			$	(380,859	)		$	—			$	487,368
2023		$	1,646,261			$	597,006			$	663,287			$	279,365			$	401,721			$	—			$	2,393,628
2022		$	1,171,608			$	357,281			$	413,789			$	(96,042	)		$	209,655			$	176,020			$	1,165,709
2021		$	1,151,037			$	647,449			$	630,706			$	107,416			$	138,472			$	21,326			$	1,358,857
2020		$	943,465			$	422,414			$	318,935			$	(194,725	)		$	(393,726	)		$	—			$	251,535

^*

Sum of Stock Awards and Option Awards from Summary Compensation Table.

^**

Fair value calculated as of the year end.

^***

Fair value calculated as of the vesting date.

^****

Fair value at the end of the prior year.

⁽⁴⁾

The Company’s Total Shareholder Return (“TSR”) and the Company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The Peer Group used to determine the Company’s Peer Group TSR for each applicable fiscal year is our peer group as disclosed in this proxy statement. See the “Customized Peer Group” section of this proxy statement for an explanation of the change to the Company’s Peer Group. The following table sets forth information regarding the Company’s current Peer Group TSR and the Company’s prior Peer Group TSR for the fiscal years ended December 31, 2024, 2023, 2022, 2021, and 2020.

COMPENSATION
COMMITTEE REPORT

		Prior Peer Group Total Shareholder Return				Current Peer Group Total Shareholder Return
2024		$	119.71			$	119.78
2023		$	140.49			$	141.08
2022		$	127.97			$	129.47
2021		$	109.85			$	111.33
2020		$	88.27			$	89.94

⁽⁵⁾	Amounts reflect the Company’s net income as reported in our audited financial statements for the applicable year.

⁽⁶⁾

While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, Modified Free Cash Flow per share is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link the compensation actually paid to NEOs to company performance.

Compensation Actually Paid vs. Total Shareholder Return

Discussion and Analysis

In accordance with Item 402(v) requirements, we are providing the following charts to describe the relationships between information presented in the Pay versus Performance Table.

(1)

Relationship Between Compensation Actually Paid for CEO and NEOs (Average) vs. Cumulative TSR of Company and the Peer Group

The following graph illustrates the trend in “compensation actually paid” over the five years compared to our TSR performance, as well TSR relative to our peer group. This illustrates that compensation moved in alignment with our TSR performance in 2021, 2022, 2023, and 2024 with the exception of compensation for Mr. Pate as more fully described in Board’s Leadership Structure and Strong Independent Oversight section. Our change in TSR performance was greater than our peer groups change in TSR performance from 2023 to 2024.

Compensation Actually Paid vs. TSR Performance

COMPENSATION
COMMITTEE REPORT

Compensation Actually Paid vs. Net Income

(2)

Relationship Between Compensation Actually Paid for CEO and NEOs (Average) vs. Net Income (Loss)

The graph below illustrates the trend in “compensation actually paid” over the five years to our GAAP Net Income (Loss). This illustrates that from 2021 to 2024 compensation moved in alignment with net income, increasing as net income increased and decreasing as net income decreased with the exception of compensation for Mr. Pate in 2024 as more fully described in Board’s Leadership Structure and Strong Independent Oversight section.

Compensation Actually Paid vs. Net Income (Loss)

Compensation Actually Paid vs. Company Selected Measure

(3)

Relationship Between Compensation Actually Paid for CEO and NEOs (Average) vs. Non-GAAP Modified Free Cash Flow per Share

The graph below illustrates the trend in “compensation actually paid” over the five years to our Modified Free Cash Flow per share (non-GAAP). The definition of Modified Free Cash Flow set forth above in this proxy statement is divided by the number of Company common shares outstanding during the applicable period to determine Modified Free Cash Flow per share. This illustrates that from 2021 to 2023 compensation increased and moved in alignment with Modified Free Cash Flow per share as it increased and in 2024 compensation decreased and moved in alignment with Modified Free Cash Flow per share as it decreased with the exception of compensation for Mr. Pate in 2024 as more fully described in Board’s Leadership Structure and Strong Independent Oversight section.

Compensation Actually Paid vs. Modified FCF Per Share (non-GAAP)

COMPENSATION
COMMITTEE REPORT

Tabular List, Table

Performance Measures for Determining Executive Compensation

As also required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, below is a list of the performance measures that are considered the most important by the Company in determining executive compensation for the 2024 performance year. The performance measures included in this table are not ranked by relative importance.

Most Important 2024 Performance Measures for Determining Executive Compensation

Financial Measures

Modified Free Cash Flow per Share (non-GAAP)

Adjusted EBITDA (non-GAAP)

Non-Financial Measures

Safety

Throughput

Core Values

Other Strategic and Growth Initiatives

Total Shareholder Return Amount

$ 70.52

156.5

100.04

70.96

60.15

Peer Group Total Shareholder Return Amount

119.78

141.06

129.46

111.33

89.94

Net Income (Loss)

$ (33,322,000)

$ 728,642,000

$ 364,189,000

$ (81,297,000)

$ (409,086,000)

Company Selected Measure Amount

0.63

9.21

8.7

0.38

(4.69)

Pay vs Performance Disclosure

Modified Free Cash Flow per Share (non-GAAP)

Pay vs Performance Disclosure

Adjusted EBITDA (non-GAAP)

Pay vs Performance Disclosure

Safety

Pay vs Performance Disclosure

Throughput

Pay vs Performance Disclosure

Core Values

Pay vs Performance Disclosure

Other Strategic and Growth Initiatives

Former PEO [Member]

Pay vs Performance Disclosure

PEO Total Compensation Amount

$ 13,568,175

$ 4,333,805

$ 5,058,869

$ 3,542,686

$ 2,057,996

PEO Actually Paid Compensation Amount

15,595,901

10,918,980

9,484,571

4,403,028

(804,782)

PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

8,588,051

PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

3,459,403

PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

235,350

PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(1,781,517)

PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

PEO | Former PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

49,991

1,837,523

3,302,299

2,385,201

1,291,985

PEO | Former PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

38,238

2,432,789

6,263,376

2,429,860

981,477

PEO | Former PEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

2,039,479

790,193

(240,972)

346,696

(1,281,483)

PEO | Former PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

5,199,716

1,705,597

468,987

(1,270,787)

PEO | Former PEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

0

0

Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

497,284

597,006

357,281

647,449

422,414

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

208,505

663,287

413,789

630,706

318,935

Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

4,128

279,365

(96,042)

107,416

(194,725)

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(380,859)

401,721

209,655

138,472

(393,726)

Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 0

$ 0

$ 176,020

$ 21,326

$ 0