Target Hospitality Corp PRE 14A, filed Mar 16, 2022

Target Hospitality Corp. (TH)

PRE 14A 2022-03-16 For: 2022-05-19

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Added on October 18, 2026

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	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 19, 2022 10:00 a.m. Central Time			www.virtualshareholdermeeting.com/ THCORP2022

Items of Business		Board Voting Recommendation
Proposal 1	ELECT AS DIRECTORS THE THREE CLASS I NOMINEES LISTED IN THIS PROXY STATEMENT TO SERVE UNTIL THE 2025 ANNUAL MEETING OF STOCKHOLDERS OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED	“FOR”
Proposal 2	APPROVE AMENDMENTS TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (“A&R CHARTER”) OF THE COMPANY TO DECLASSIFY THE BOARD OF DIRECTORS	“FOR”
Proposal 3	AMEND THE TARGET HOSPITALITY CORP. 2019 INCENTIVE AWARD PLAN (“INCENTIVE PLAN”) SOLELY TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE INCENTIVE PLAN	“FOR”
Proposal 4	RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM	“FOR”

	PROXY SUMMARY					1
	Meeting Information					1
	How to Vote					1
	Who We Are					1
	Corporate Social Responsibility					2
	2021 Performance Highlights					2
	Corporate Governance Highlights					2
	OUR BOARD OF DIRECTORS & GOVERNANCE					3
	Board Composition and Skills Composite					3
	Director Structure					5
	Director Biographies					6
	Director Nominations					13
	Committees of the Board of Directors					15
	Director Compensation					19
	2021 Non-Executive Director Compensation Table					20
	Board Election & Leadership Structure					20
	The Board’s Role in Risk Oversight					21
	Duties & Responsibilities of the Chairman					21
	Corporate Governance Guidelines					21
	Majority Voting Policy					22
	Codes of Business Conduct & Ethics					22
	Prohibition against Hedging and Pledging					22
	Stock Ownership Guidelines					22
	Diversity and Inclusion					23
	Board Evaluation Process					24
	Director Independence					24
	Communication with the Board					25
	PROPOSAL 1 – ELECTION OF DIRECTORS					5
	PROPOSAL 2 – APPROVE AMENDMENTS TO THE A&R CHARTER TO DECLASSIFY THE BOARD OF DIRECTORS					26
	PROPOSAL 3 – AMEND THE INCENTIVE PLAN SOLELY TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE INCENTIVE PLAN					28

	PROPOSAL 4 – RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					34
	EXECUTIVE OFFICERS					36
	EXECUTIVE COMPENSATION					39
	Summary Compensation Table					39
	Outstanding Equity Awards at 2021 Fiscal Year-End					41
	Potential Payments Upon Termination or Change in Control					41
	Equity Compensation Plan Information					41
	Employment Agreements					42
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					44
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					46
	OTHER MATTERS					48
	MATTERS RAISED AT THE 2022 ANNUAL MEETING NOT INCLUDED IN THIS PROXY STATEMENT					48
	STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2023 ANNUAL MEETING					48
	ACCESS TO ANNUAL REPORT ON FORM 10-K					48
	INFORMATION ABOUT THE VIRTUAL ANNUAL MEETING AND VOTING					49
	COMPANY BACKGROUND					54

		$291M TOTAL REVENUE			$119M ADJ. EBITDA(a)			$39M INTEREST EXPENSE
		$37M TOTAL CAPITAL SPENDING			$93M DISCRETIONARY CASH FLOW (“DCF”)(a)			2.7x TOTAL NET LEVERAGE RATIO

		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 Committiee ■ 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 gross-ups				■ No single-trigger acceleration of benefits upon change in control and severance

Demographic, Ethnic & Gender Diversity	Age	Independence

50% Diverse	Average Age = 61

Stephen Robertson
Chairman of the Board Since: 2019 Director Since: 2019 Director Class: III Term Expires: 2024	Age: 61 Other U.S. Public Company Directorships within last five years: WillScot Mobile Mini Holdings Corp. (former)
Mr. Robertson is a co-founder of TDR Capital, a London-based private equity firm with more than €8 billion of committed capital. As a founding partner, he is heavily involved 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.

James B. Archer
Director Since: 2019 Director Class: III	Term Expires: 2024 Age: 51
Mr. Archer joined Target in 2009 as Chief Operating Officer and has been in his role as CEO of Target since 2014. With 25 years in the specialty rental and hospitality industries, Mr. Archer is a proven leader with a track record of success in executive management which began with GE Capital Modular Space and then Resun Leasing from 1994 — 2004 where he primarily served in Senior Leadership roles ranging from Senior Vice President, VP of Operations and VP of Sales, before holding COO positions at other specialty rental and manufacturing companies.		The Board believes that Mr. Archer’s insight into our company and industry from his role as our president and CEO, together with his leadership and business experience, enable him to provide meaningful guidance to our Board.

Joy Berry
Independent Director Since: 2020 Director Class: III	Term Expires: 2025 Age: 64 Committees: Compensation, Nominating & Corporate Governance
Ms. Berry has over 35 years of experience across the hospitality and real estate industries. From 2015 to May 2020, Ms. Berry served as the Chief Operating Officer of Luxe Hotels & Luxe Collection hotels, a curated community of 4- and 5-star luxury properties around the world. She is also Co-Founder of Silver Lining Hospitality, a consulting company founded in 2014 focused on the acquisition, renovation and management of small, independent inns along the California Central Coast. Ms. Berry holds a Bachelor of Science in Business Administration from the University of Arizona.		The Board believes that Ms. Berry’s experience in operations or both hospitality and real estate enable her to provide meaningful guidance to our Board.

Barbara J. Faulkenberry
Independent Director Since: 2021 Director Class: II Term Expires: 2023 Age: 62	Committees: Audit, Nominating & Corporate Governance Other U.S. Public Company Directorships within last five years: Callon Petroleum Company, USA Truck Other Select Directorships: National Association of Corporate Directors, Colorado Chapter
Ms. Faulkenberry retired from the U.S. Air Force in 2014 as a Major General (2-stars) after a 32-year career, finishing in the top 150 leaders of a 320,000-person global organization. Her last assignment was as Vice Commander (COO) and interim Commander (CEO) of a 37,000-person organization conducting all global Department of Defense air cargo, passenger, and medical patient movements with 1,100 military aircraft plus contracted commercial aircraft. Ms. Faulkenberry currently serves on the board of directors for Callon Petroleum Company, an independent oil and natural gas company, where she serves on the Audit and Nominating, Environmental, Social & Governance Committees, and USA Truck Inc., a provider of logistics and trucking services across North America, where she serves as chair of the Strategy & Risk Committee and as a member of the Audit and Nominating and Corporate Governance Committees. Ms. Faulkenberry is National Association of Corporate Directors ("NACD") "Director Certified" and also holds a certification in cyber oversight for corporate directors from Carnegie Mellon University and NACD. Ms. Faulkenberry received a B.S. degree from the Air Force Academy in 1982, an M.B.A. from Georgia College in 1986, and a Master of National Security from the National Defense University in 1999. She has also attended strategic leadership courses at Harvard University, University of Cambridge, and Syracuse University.		The Board believes that Ms. Faulkenberry’s experience in the U.S. Air Force, commanding global mobilization and logistics efforts, will enhance the Company’s ability to evaluate and execute on additional government services opportunities. Additionally, her cyber oversight and commitment to excellence in corporate board governance are crucial to the oversight of both the Audit and Nominating and Corporate Governance committees. Further, Ms. Faulkenberry’s expertise in serving a diverse constituency, across a variety of end-market applications, will strengthen the Company’s ability to assess a broad range of other value-added growth efforts and thus provide meaningful guidance to our Board.

Martin L. Jimmerson
Independent Director Since: 2019 Director Class: I	Term Expires: 2022 Age: 58 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 brings significant knowledge of accounting, capital structures, finance, financial reporting, strategic planning and forecasting. Further, his experience qualifies him as an “audit committee financial expert.” He currently serves as the chair of the Audit Committee and, as the chair, he contributes significantly to the oversight of the integrity of our financial statements, internal controls and ethics and compliance functions thus enabling him to provide meaningful guidance to our Board.

Linda Medler
Independent Director Since: 2022 Director Class: II Term Expires: 2023 Age: 65	Committees: Audit, Compensation Other U.S. Public Company Directorships within last five years: PNC Financial Services Group Other Select Directorships: TransAmerica Insurance (AEGON North America), Operation Homefront
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 Company (now Raytheon Technologies), a technology and innovation leader specializing in defense, civil government and cybersecurity solutions. She remained at Raytheon as a Cyber Advisor until 2018. During her Air Force military service, from 1987 to 2014, she served in a myriad of leadership positions, and commanded units at the Squadron, Group and Wing level, as well as serving multiple assignments for the Joint Chiefs of Staff. Ms. Medler currently sits on the board of directors for PNC Financial Services Group, and TransAmerica Insurance (AEGON North America), as well as Operation Homefront, a national nonprofit supporting Veterans and their families. In 2022, she will Chair the Risk Committee for TransAmerica Insurance in addition to a number of private risk, compliance, technology, and nominating and governance committees. 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.

Pamela H. Patenaude
Independent Director Since: 2021 Director Class: I Term Expires: 2022 Age: 61	Committees: Audit, Nominating & Corporate Governance (Chair) Other U.S. Public Company Directorships within last five years: loanDepot, Inc., CoreLogic, Inc. (former) Other Select Directorships: Habitat for Humanity International, Bipartisan Policy Center, Center Creek’s Social Impact Advisory Board; FDIC Advisory Committee on Economic Inclusion (former)
Ms. Patenaude is a real estate, housing policy and disaster recovery expert with three decades of experience as an executive in government, the nonprofit sector and private industry. From 2017 until 2019, Ms. Patenaude served as the deputy secretary of the U.S. Department of Housing and Urban Development (“HUD”). Earlier in her career, Ms. Patenaude served as assistant secretary for community planning and development at HUD. She currently serves on the board of directors of loanDepot, Inc. a financial services company, where she serves on the Audit Committee. She also serves on the board of directors for Habitat for Humanity International and the Bipartisan Policy Center and serves on the social impact advisory board of Center Creek. Ms. Patenaude is a trustee and vice chairman of the Home Builders Institute and formerly a member of the FDIC Advisory Committee on Economic Inclusion. Ms. Patenaude is the principal of Granite Housing Strategies, LLC, where she serves as a strategic advisor for clients engaged in real estate development, affordable housing and disaster recovery management. Ms. Patenaude recently served as an independent director of CoreLogic, Inc., where she was a member of the Audit and Compensation Committees. Ms. Patenaude previously served as the President of the J. Ronald Terwilliger Foundation for Housing America’s Families, a national nonprofit, education, and research organization dedicated to illuminating America’s affordable housing crisis. Ms. Patenaude earned a Bachelor of Science degree from Saint Anselm College and a Master of Science degree in community economic development from Southern New Hampshire University.		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 highly economic growth opportunities and builds on the foundation the Company has created as an established provider of essential service offerings to the United States Government. Her diverse experience will provide meaningful guidance to the Nominating and Corporate Governance Committee as Chair as well as to our Board as the Company executes its growth strategy.

Jeff Sagansky
Independent Director Since: 2018 Director Class: I Term Expires: 2022 Age: 70	Committees: Compensation (Chair), Nominating & Corporate Governance Other U.S. Public Company Directorships within last five years: WillScot Mobile Mini Holdings Corp., Screaming Eagle Acquisition Corp., Sharecare, Inc., Falcon Acquisition Corp. (former), Global Eagle Entertainment Inc. (former), Scripps Networks Interactive, Inc. (former), Starz, Inc. (former)
Mr. Sagansky is a founding investor of both Flying Eagle Acquisition Corp., which was merged with Skillz Inc. in December 2020 and Soaring Eagle Acquisition Corp., which was merged with Gingko Bioworks Holdings, Inc. in September of 2021. Mr. Sagansky also served as the Chairman and CEO of Diamond Eagle Acquisition Corp., from May 2019 to April 2020 when it merged with DraftKings Inc. Mr. Sagansky has been a director of WillScot Mobile Mini Holdings Corp. (formerly WillScot Corporation) since Double Eagle Acquisition Corp., WillScot Corporation’s predecessor company, was formed on June 26, 2015 and served as Double Eagle’s President and Chief Executive Officer from August 2015 until the consummation of its business combination in November 2017. Mr. Sagansky also currently serves on the boards of Screaming Eagle Acquisition Corp. and Sharecare, Inc. Mr. Sagansky was former President of CBS Entertainment and Co-President of Sony Pictures Entertainment.		The Board believes Mr. Sagansky brings significant experience as an executive and director of growth-oriented public and private companies as chair of our Compensation Committee. His prior work on multiple business combinations, mergers and acquisitions and capital raising enable him to provide meaningful guidance to our Board.


AUDIT	COMPENSATION	NOMINATING & CORPORATE GOVERNANCE
■ Martin Jimmerson (Chair) ■ Barbara Faulkenberry ■ Pamela Hughes Patenaude ■ Linda Medler	■ Jeff Sagansky (Chair) ■ Joy Berry ■ Martin Jimmerson ■ Linda Medler	■ Pamela Hughes Patenaude (Chair) ■ Joy Berry ■ Barbara Faulkenberry ■ Jeff Sagansky

	AUDIT COMMITTEE						MEETINGS IN 2021: 5
	MARTIN JIMMERSON (CHAIR)			BARBARA FAULKENBERRY			PAMELA HUGHES PATENAUDE			LINDA MEDLER

	COMPENSATION COMMITTEE						MEETINGS IN 2021: 4
	JEFF SAGANSKY (CHAIR)			JOY BERRY			MARTIN JIMMERSON			LINDA MEDLER

Position		Cash Amount			Restricted Stock (one year vesting)
Retainers(1)
Non-Executive Chair			$	250,000		$	250,000
All Other Non-Executive Directors			$	75,000		$	100,000
Special Committee Member(2)			$	12,500			—
Committee Chair Retainer(1)
Audit Committee			$	25,000			—
Compensation Committee			$	25,000			—
Nominating and Corporate Governance Committee			$	25,000			—
Special Committee(2)			$	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.

Position	Fees Earned or Paid in Cash			Stock Awards			All Other Compensation		Total
Stephen Robertson(1)		$	250,000		$	250,000		—		$	500,000
Eli Baker		$	75,000		$	100,000		—		$	175,000
Joy Berry		$	85,000		$	100,000		—		$	185,000
Barbara Faulkenberry(2)		$	30,616		$	78,629				$	109,245
Martin L. Jimmerson		$	110,000		$	100,000		—		$	210,000
Gary Lindsay(1)		$	75,000		$	100,000		—		$	175,000
Pamela Patenaude(3)		$	22,603		$	65,760				$	88,363
Jeff Sagansky		$	100,000		$	100,000		—		$	200,000
Andrew Studdert		$	108,356		$	100,000		—		$	208,356

		Board of Directors
		The Board oversees the risk management of our company. In particular, the Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us. The Board administers its oversight of our material risks directly through the Board as a whole, as well as through the committees of Board.

	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 the Board’s annual evaluation of our CEO ■ Monitors and coordinates with management on corporate governance issues and developments

Diversity and inclusion are an important part of who we are and are supported at all levels of the company. 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 company drives its diversity and inclusion initiatives through many efforts.	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.

	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	4	4	0	0
Part II: Demographic Background
African American or Black	0	0	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	0	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	4	3	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	1
Did Not Disclose Demographic Background	1

	Ernst & Young LLP
Fees	2020			2021
Audit(1)		$	980,000		$	850,000
Audit-Related		$	0		$	0
Tax		$	0		$	0
All Other		$	0		$	0

		ERIC T. KALAMARAS serves as our Executive Vice President and Chief Financial Officer. In this role, he is responsible for all strategic financial and administrative operations of the company. Mr. Kalamaras joined Target Hospitality in September 2019.
		■ Mr. Kalamaras previously served from 2016 to August 2019 as Executive Vice President & Chief Financial Officer of American Midstream Partners, L.P., a formerly-New York Stock Exchange listed natural gas midstream company.			■ From 2013 to 2016, Mr. Kalamaras served as Executive Vice President & Chief Financial Officer for Azure Midstream Holdings, LLC & Azure Midstream Partners, L.P., two companies overseeing midstream energy assets. ■ Mr. Kalamaras holds an MBA from Wake Forest University and a bachelor’s degree in business administration from Central Michigan University.

		TROY C. SCHRENK serves as our Chief Commercial Officer. In this role, he is responsible for commercial strategy, business development, government relations, public relations and marketing of the company. Mr. Schrenk joined Target in 2012 as Senior Vice President and has been in his current role since October 2018.
		■ 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 company’s legal, compliance, human resources, and corporate secretary functions. Ms. Lewis joined Target in January 2019.
		■ 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.

		J. TRAVIS KELLEY serves as our Executive Vice President, Operations. In this role, he is responsible for leading the company’s operations including construction and catering/food services. Mr. Kelley joined Target in October 2009.
		■ Mr. Kelley has over twenty years of experience in the modular building industry. ■ Prior to his promotion to EVP of Operations on May 4, 2021, Mr. Kelley served as the Company’s Senior Vice President of Operations since 2017. In this role, he has overseen the management and operations of all of the Company’s communities across North America. ■ Mr. Kelley began his time at the Company as Project Manager for the Bakken region. From 2009 to 2017, Mr. Kelley served as Regional Vice President for the Rockies region during which time he oversaw the operations and management of 11 facilities and over 5,000 rooms.			■ Mr. Kelley served as a member of the Williston, ND Chamber of Commerce for six years (three as Chairman) and on the board of the Greater North Dakota Chamber of Commerce for three years.

		JASON VLACICH serves as our Chief Accounting Officer. In this role, he is responsible for Target’s accounting, business applications and tax functions. Mr. Vlacich joined Target in October 2018.
		■ He has over twenty years of experience in public accounting, hospitality accounting and finance. ■ Prior to joining Target, he was the Chief Accounting Officer at Highgate Hotels, L.P., a third-party hotel management company, in their Irving, Texas corporate office from 2012, where he oversaw the company’s corporate accounting department and global accounting services platform and led the company’s domestic and European accounting expansion and centralization as well as implementation of global accounting systems.			■ 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. ■ He also worked in the Hartford, Connecticut and Orlando, Florida offices of PricewaterhouseCoopers, LLP during his tenure with the firm. ■ Mr. Vlacich has several years of additional industry experience with General Electric (GE Asset Management) and Siemens in financial reporting, Sarbanes-Oxley compliance and corporate accounting roles. ■ Mr. Vlacich holds a bachelor’s degree in Accountancy from Bentley College and is a Certified Public Accountant in the State of Texas.

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) ($)		Total ($)
James B Archer President and Chief Executive Officer		2021		660,000		—		426,190		423,913		2,045,274		—		26,012		3,581,389
		2020		259,385(3)(4)		—		758,481		488,096		658,350		—		32,878		2,264,781
		2019		261,538(3)		16,500,000(5)		800,010		500,001		798,000		—		36,000		18,895,549
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
		2020		373,500(4)		—		329,066		292,858		265,562		—		34,840		1,315,403
		2019		134,077		93,187		800,005		300,001		117,583		—		17,382		1,462,235
Troy C. Schrenk Chief Commercial Officers		2021		350,000		—		170,476		169,565		693,175		—		25,600		1,408,816
		2020		180,000(4)		—		115,539		97,618		112,500		—		338,593		851,093
		2019		191,346		59,996		350,004		350,002		150,000		—		1,071,946		2,173,294

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 ($)
James B Archer President and CEO		2021		—		12,685		—		7,615		—		5,712		26,012
		2020		—		18,397		—		12,403		—		2,078		32,878
		2019		—		9,357		—		14,874		—		11,769		36,000
Eric T. Kalamaras EVP and CFO		2021		—		12,685		14,400		—		—		3,591		30,676
		2020		—		12,969		14,400		—		—		7,471		34,840
		2019		—		—		4,984		—		12,398		—		17,382
Troy C. Schrenk CCO		2021		3,363		12,685		—		3,641		—		5,911		25,600
		2020		317,183		13,014		—		6,486		—		1,910		338,593
		2019		1,062,000		8,216		—		—		—		1,730		1,071,946