PROFRAC HOLDING CLASS A CORP (ACDC)
Sector: Energy
2026 Annual Meeting Analysis
PROFRAC HOLDING CLASS A CORP · Meeting: May 27, 2026
Directors FOR
0
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Matthew D. Wilks has served since May 2022, so the full 3-year underperformance period falls within his tenure; ACDC's 3-year return of -36.1% trails XLE (the sector ETF benchmark) by 85.3 percentage points, far exceeding the 30-point trigger threshold for a company with negative absolute returns, and the 5-year return of -60.0% vs XLE similarly remains deeply negative, so the 5-year mitigant does not apply; additionally, as the son of founder Dan Wilks and nephew of founder Farris Wilks he has a close familial relationship to the controlling shareholders, which is an independent governance concern.
Ms. Glebocki has served since May 2022, meaning the full 3-year underperformance period falls within her tenure; ACDC's stock has lost 36.1% over three years while the XLE energy sector ETF gained 49.2%, a gap of 85.3 percentage points that far exceeds the 30-point threshold required to trigger an against vote under the policy; the 5-year return of -60.0% against a strongly positive XLE means the 5-year mitigant does not rescue the vote.
Mr. Haddock has served since May 2022, so the full 3-year underperformance period falls within his tenure; the 85.3 percentage-point gap between ACDC's -36.1% return and XLE's +49.2% return vastly exceeds the 30-point trigger, and the 5-year return of -60.0% confirms sustained underperformance rather than a transient trough, so the 5-year mitigant does not apply.
Mr. Krylov has served since May 2022, placing him fully within the 3-year underperformance period; ACDC's stock declined 36.1% while the XLE gained 49.2% over the same period, an 85.3-point gap that triggers the against vote, and the 5-year return of -60.0% means the longer-term record does not provide a mitigating offset.
Ms. Nieuwoudt has served since May 2022, so her tenure fully overlaps with the 3-year underperformance window; the 85.3-point gap between ACDC's -36.1% and XLE's +49.2% far exceeds the 30-point policy threshold, and both 3-year and 5-year stock performance are deeply negative, so no mitigant applies.
Mr. Rinaldi joined the board in December 2025, which is less than 24 months ago, so he is exempt from the TSR trigger under the policy; however, he serves as General Counsel of FARJO Holdings LP, one of the principal controlling shareholders (Farris Wilks family entities), meaning he has a direct employment relationship with the controlling shareholders rather than being a genuinely independent voice, which is a material governance concern that warrants an against vote on qualification grounds.
For Analysis
All five directors who have served since May 2022 are subject to an AGAINST vote because ACDC's 3-year stock return of -36.1% trails the XLE energy sector ETF by 85.3 percentage points — far exceeding the 30-point trigger for companies with negative absolute returns — and the 5-year return of -60.0% confirms this is sustained underperformance rather than a temporary dip; additionally, Matthew D. Wilks receives an against vote on the independent ground of close familial ties to the controlling founders; Matthew Rinaldi, while exempt from the TSR trigger as a recent joiner, receives an against vote because his role as General Counsel of a Wilks controlling-shareholder entity undermines his independence.
Say on Pay
✓ FORCEO
Matthew D. Wilks
Total Comp
$1,404,204
Prior Support
N/A
The principal executive officer Matthew D. Wilks received total compensation of $1,404,204 in 2025, which for a $1.3 billion energy-sector company is within a reasonable range and does not appear to exceed the benchmark thresholds; the pay program includes meaningful performance conditions — 60% of long-term equity awards are performance-based stock awards tied to Adjusted EBITDA, Adjusted Free Cash Flow, and other corporate objectives, with payouts ranging from 0% to 200% of target, and the annual bonus plan also uses objective financial metrics — so the incentive compensation is not effectively disguised fixed pay. Although both Matthew D. Wilks and Johnathan L. Wilks voluntarily declined to receive their 2025 annual bonus payments (a genuine act of restraint given poor company performance), the pay structure itself is sufficiently performance-oriented, the company has a clawback policy in place, and the pay levels are not materially above benchmark, so the program passes the policy screens.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
7 yrs
Audit Fees
$2,458,306
Non-Audit Fees
$270,935
Grant Thornton has served as ProFrac's auditor since 2018, giving it approximately 7 years of tenure — well below the 25-year threshold that would trigger concern; the non-audit fees of $270,935 represent roughly 11% of the $2,458,306 in audit fees, far below the 50% threshold that would raise independence concerns; Grant Thornton is a large national firm appropriate for a $1.3 billion market-cap company, so no adequacy concerns arise.
Overall Assessment
The 2026 ProFrac annual meeting ballot presents three standard proposals; the auditor ratification and say-on-pay votes both pass policy screens and warrant support, but all six director nominees receive AGAINST recommendations — five because the stock has severely underperformed the XLE energy sector ETF by 85 percentage points over three years (with no 5-year mitigant available given even deeper long-term losses), and the sixth because his role as General Counsel of the Wilks family's controlling-shareholder entity raises fundamental independence concerns.