Solaris Energy Infrastructure, Inc DEF 14A, filed Apr 3, 2023

Solaris Energy Infrastructure, Inc. (SEI)

DEF 14A 2023-04-03

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Added on June 12, 2026

About this DEF 14A

Solaris Energy Infrastructure, Inc filed this DEF 14A on April 3, 2023.

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☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12

☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

			By Order of the Board of Directors,

			/s/ Christopher M. Powell
			Christopher M. Powell Chief Legal Officer and Corporate Secretary

			April 3, 2023

INFORMATION CONCERNING SOLICITATION AND VOTING			1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			4
ELECTION OF DIRECTORS (PROPOSAL NO. 1)			7
BOARD OF DIRECTORS, COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE			14
RELATED PARTY TRANSACTIONS			17
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			17
CODE OF BUSINESS CONDUCT AND ETHICS			17
DIRECTOR COMPENSATION			18
EXECUTIVE OFFICERS			19
COMPENSATION DISCUSSION AND ANALYSIS			20
COMPENSATION OF EXECUTIVE OFFICERS			28
DELINQUENT SECTION 16(a) REPORTS			34
REPORT OF THE AUDIT COMMITTEE			35
RATIFICATION OF APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL NO. 2)			36
APPROVE AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (PROPOSAL NO. 3)			37
APPROVAL OF AN AMENDMENT TO THE SOLARIS OILFIELD INFRASTRUCTURE, INC. LONG-TERM INCENTIVE PLAN (PROPOSAL NO. 4)			39
ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS (PROPOSAL NO. 5)			46
ADVISORY VOTE TO APPROVE THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION (PROPOSAL NO. 6)			47
OTHER MATTERS			48
APPENDIX A: AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION			A-1
APPENDIX B: FIRST AMENDMENT TO THE SOLARIS OILFIELD INFRASTRUCTURE, INC. LONG TERM INCENTIVE PLAN			B-1

	Shares Beneficially Owned by Certain Beneficial Owners
	Class A Common Stock		Class B Common Stock⁽¹⁾		Combined Voting Power⁽²⁾
Name and Address of 5% Beneficial Owner	Number	% of class	Number	% of class	Number	% of class
Yorktown Energy Partners X, L.P.⁽³⁾⁽⁴⁾ 410 Park Avenue, 19^th Floor New York, New York 10022	—	—	8,054,234	58.9%	8,054,234	17.0%
William A. Zartler⁽⁵⁾⁽⁶⁾ 9811 Katy Freeway, Suite 700 Houston, Texas 77024	650,140	1.9%	4,240,315	31.0%	4,890,455	10.4%
Solaris Energy Capital, LLC⁽⁶⁾⁽⁷⁾ 9811 Katy Freeway, Suite 700 Houston, Texas 77024	—	—	3,513,496	25.7%	3,513,496	7.4%
THRC Holdings, LP⁽⁸⁾⁽⁹⁾ 17018 IH 20, Cisco, TX 76437	3,218,875	9.6%	—	—	3,218,875	6.8%
BlackRock Inc.⁽¹⁰⁾ 55 East 52^nd Street New York, NY 10055	2,488,090	7.4%	—	—	2,488,090	5.3%
Van Eck Associates Corporation⁽¹¹⁾ 666 Third Ave. – 9^th Floor, New York, New York 10017	1,728,080	5.1%	—	—	1,728,080	3.7%
The Vanguard Group LLC⁽¹²⁾ 100 Vanguard Blvd. Malvern, PA 19355	1,693,994	5.0%	—	—	1,693,994	3.6%

	Shares Beneficially Owned by Directors and Executive Officers
	Class A Common Stock		Class B Common Stock⁽¹⁾		Combined Voting Power⁽²⁾
Name and Address of Beneficial Owner	Number	% of class	Number	% of class	Number	%
Directors
Laurie H. Argo⁽³⁾	16,934	*	—	*	16,934	*
James R. Burke⁽⁴⁾	13,439	*	42,734	*	56,173	*
Cynthia M. Durrett⁽⁵⁾	118,449	*	165,038	1.2%	283,487	*
Edgar R. Giesinger⁽³⁾	69,774	*	—	—	69,774	*
W. Howard Keenan, Jr⁽⁶⁾	59,682	*	8,054,234	58.9%	8,113,916	17.2%
F. Gardner Parker⁽⁷⁾	64,882	*	—	—	64,882	*
A. James Teague⁽³⁾	68,182	*	—	—	68,182	*
Ray N. Walker, Jr.⁽³⁾	53,139	*	—	—	53,139	*
William A. Zartler⁽⁸⁾	650,140	1.9%	4,240,315	31.0%	4,890,455	10.4%

Name (Age)			Business Experience During Past 5 Years and Other Information			Director Since			Director Class
William A. Zartler (57)			William A. Zartler is our Chairman and has served as a member of the Board since February 2017 and a manager of our predecessor since October 2014. Mr. Zartler was also appointed Chief Executive Officer by the Board in July 2018. Mr. Zartler founded Loadcraft Site Services, LLC and served as its Executive Chairman from February 2014 to September 2014. Mr. Zartler served as our predecessor’s Chief Executive Officer and Chairman from October 2014 through our IPO in May 2017. Mr. Zartler also currently serves as Executive Chairman of Aris Water Solutions, Inc. (“ARIS”) (NYSE: ARIS), a role he has held since its initial public offering in October 2021, and previously served as Chairman and Chief Executive Officer of the predecessor to ARIS from its inception in 2014 through its initial public offering in October 2021. Mr. Zartler has extensive experience in both energy industry investing and managing growth businesses. Prior to founding our predecessor, in January 2013 Mr. Zartler founded Solaris Energy Capital, LLC, a private investment firm focused on investing in and managing emerging, high growth potential businesses primarily in midstream energy and oilfield services, including Solaris LLC, and Mr. Zartler continues to serve as the sole member and manager of Solaris Energy Capital, LLC, a related party of the Company. Prior to founding Solaris Energy Capital, LLC, Mr. Zartler was a founder and Managing Partner of Denham Capital Management (“Denham”), a $7 billion global energy and commodities private equity firm, from its inception in 2004 to January 2013. Mr. Zartler led Denham’s global investing activity in the midstream and oilfield services sectors and served on the firm’s Investment and Executive Committees. Previously, Mr. Zartler held the role of Senior Vice President and General Manager at Dynegy Inc., building and managing the natural gas			2017			Class III

Name	Fees Earned or Paid in Case ($)	Stock Awards ($)⁽¹⁾	Total ($)
A. James Teague	$60,000	$120,000	$180,000
Edgar R. Giesinger	$85,000	$120,000	$205,000
Laurie H. Argo	$47,500	$180,000⁽²⁾	$227,500
Ray N. Walker, Jr.	$60,000	$120,000	$180,000
F. Gardner Parker	$90,000	$120,000	$210,000
W. Howard Keenan, Jr.	$60,000	$120,000	$180,000
James R. Burke	$60,000	$120,000	$180,000

Name	Age	Position with Solaris Oilfield Infrastructure, Inc.
Kyle S. Ramachandran	38	President and Chief Financial Officer
Kelly L. Price	64	Chief Operating Officer
Lindsay R. Bourg	45	Chief Accounting Officer
Christopher M. Powell	48	Chief Legal Officer

Name			Title
William A. Zartler			Chairman of the Board and Chief Executive Officer
Kyle S. Ramachandran			President and Chief Financial Officer
Kelly L. Price			Chief Operating Officer
Christopher M. Powell			Chief Legal Officer and Corporate Secretary
Cynthia M. Durrett			Director and Chief Administrative Officer

WHAT WE DO		WHAT WE DON’T DO
✓	Determine annual incentive compensation with the majority of the potential payment based upon the achievement of pre-established performance goals	x	No excessive perquisites
✓	Generally target the market median for total compensation	x	No guaranteed bonus or uncapped incentives
✓	Use compensation consultants, independent market data and peer groups to benchmark compensation decisions	x	No pension plan
✓	Hold regular executive sessions of the Compensation Committee without management present	x	No option repricing
✓	Base a portion of the long-term incentives upon our performance relative to peers	x	No hedging, pledging or short-term/speculative trading of Company stock
✓	Annual compensation risk assessment	x	No excise tax gross ups
✓	Engagement with stockholders regarding pay practices	x	Utilize pay practices that incentivize decisions that are not in the best interests of the Company and its stockholders

Archrock, Inc.			Cactus, Inc.
Dril-Quip, Inc.			U.S. Silica Holdings, Inc.
ProPetro Holding Corp.			Liberty Energy Inc.
ProFrac Holding Corp			Newpark Resources, Inc.
NexTier Oilfield Solutions, Inc.			Nine Energy Services, Inc.
NOV Inc.			Oil States International, Inc.
Select Energy Services

	ELEMENT	PURPOSE	CHANGES FOR 2023
SHORT-TERM	Base Salary	• To provide a consistent, minimum level of pay, sufficient to allow us to attract and retain executives with the appropriate skills and experience for their position	• The only modifications reflected changes in roles, responsibilities, prevailing market conditions and data provided by the Compensation Consultants
SHORT-TERM	Annual Cash Incentive	• To motivate and reward the achievement of our annual Company and Individual Performance goals • 60% based on the achievement of quantifiable Company Performance Goals • 40% based on the achievement of Individual Performance	• The only modifications reflected changes in roles, responsibilities, prevailing market conditions and data provided by the Compensation Consultants

LONG-TERM	Long-Term Incentive Award	• To ensure retention and drive performance, while aligning the interests of our NEO’s with those of our stockholders	• Instituted performance equity based upon total stockholder return benchmarked against pre-determined thresholds as compared internally (Absolute TSR) and against a peer group (Relative TSR)

Name			2022 Base Salary
William A. Zarter			$321,000
Kyle S. Ramachandran			$326,350
Kelly L. Price			$321,000
Christopher M. Powell			$325,000
Cynthia M. Durrett			$267,500

Performance Metric	Weighting	Target (100% Payout)	Actual Performance	Earned Payout Percentage of Annual Incentive Award
Financial Metrics	25%	$76 million	$84 million	27%
Operating Metrics	25%	81	86	26%
Safety	10%	1.0	1.7	3%
Individual Performance	40%	N/A	Variable	Variable

Name	Target Annual Incentive (% of Base Salary)	Target Annual Incentive ($)	Performance Achievement Level (% of Target)	Actual 2022 Annual Incentive Payout
William A. Zartler	100%	$321,000	98%	$315,000
Kyle S. Ramachandran	90%	$293,715	98%	$286,665
Kelly L. Price	90%	$288,900	98%	$281,966
Christopher M. Powell	75%	$243,750	98%	$237,900
Cynthia M. Durrett	75%	$200,625	98%	$195,810

Annualized Absolute TSR			Percentage of Target Award Earned
<5.0%			0%
5.0%			50%
10%			100%
≥15.0%			200%

Percentile Rank			Payout Percentage
≥75%			200%
50%			100%
25%			50%
<25%			0%

Name and Principal Position	Year	Salary($)	Stock Awards($)⁽²⁾	Non-Equity Incentive Plan Compensation($)⁽³⁾	All Other Compensation($)⁽⁴⁾	Total
William A. Zartler Chairman⁽¹⁾ and Chief Executive Officer	2022	$304,923	$2,161,893	$315,000	$0	$2,781,816
	2021	$250,000	$1,250,000	$215,000	$0	$1,715,000
	2020	$237,644	$530,000	$275,000	$0	$1,042,644
Kyle S. Ramachandran President and Chief Financial Officer	2022	$319,781	$942,268	$286,665	$12,200	$1,560,914
	2021	$305,000	$700,000	$276,696	$11,600	$1,293,296
	2020	$287,618	$636,000	$306,675	$11,400	$1,241,693
Kelly L. Price Chief Operating Officer	2022	$314,538	$683,011	$281,966	$24,200	$1,303,715
	2021	$300,000	$500,000	$243,270	$23,600	$1,066,870
	2020	$285,173	$477,000	$285,525	$23,400	$1,071,098
Christopher M. Powell Corporate Secretary and Chief Legal Officer⁽⁵⁾	2022	$306,538	$415,763	$237,900	$9,327	$969,528
Cynthia M. Durrett Director and Chief Administrative Officer⁽⁵⁾	2022	$262,115	$463,264	$195,810	$10,840	$932,029

Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾ Target ($)	All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards ($)
William A. Zartler	March 1	$321,000	222,646	$2,161,893
Kyle S. Ramachandran	March 1	$293,715	97,041	$942,268
Kelly L. Price	March 1	$288,900	70,341	$683,011
Christopher M. Powell	March 1	$243,750	42,818	$415,763
Cynthia M. Durrett	March 1	$200,625	47,710	$463,264

Name	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#)⁽¹⁾	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽²⁾
William A. Zartler	309,343	$3,071,776
Kyle S. Ramachandran	156,260	$1,551,662
Kelly L. Price	113,361	$1,125,675
Christopher M. Powell	53,770	$533,936
Cynthia M. Durrett	77,321	$767,798

Year	Summary Compensation Table Total for PEO	Compensation Actually Paid to PEO⁽¹⁾	Average Summary Compensation Table Total for Non-PEO Named Executive Officers	Average Compensation Actually Paid to Non-PEO Named Executive Officers⁽²⁾	Value of Initial Fixed $100 Investment Based On:		Net Income
Year	Summary Compensation Table Total for PEO	Compensation Actually Paid to PEO⁽¹⁾			Total Shareholder Return	Peer Group Total Shareholder Return⁽³⁾	Net Income
2022	$2,369,923	$3,583,276	$1,072,276	$1,765,773	$82	$113	$33,512,000
2021	$1,715,000	$1,833,014	$1,180,083	$1,421,387	$52	$70	($1,260,000)
2020	$1,113,144	$768,973	$1,156,396	$936,846	$62	$58	($51,093,000)

			Solaris Oilfield Infrastructure, Inc. Audit Committee

			Edgar R. Giesinger, Chairman
			F. Gardner Parker
			Laurie H. Argo
			A. James Teague

			March 9, 2023

	2022	2021
Audit Fees	$592,251	$328,298
Audit-Related Fees	$5,000	$10,000
Tax Fees	$—	$—
All Other Fees	$—	$125,000
Total Fees	$597,251	$463,298

	Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	—	$—	—
Equity compensation plans not approved by security holders⁽¹⁾	6,606	$2.87	1,621,687
Total	6,606	$2.87	1,621,687