Target Hospitality Corp DEF 14A, filed Apr 7, 2026

Target Hospitality Corp. (TH)

DEF 14A 2026-04-07 For: 2026-05-21

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Added on June 12, 2026

About this DEF 14A

Target Hospitality Corp filed this DEF 14A on April 7, 2026.

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	Sincerely,			Sincerely,

	Stephen Robertson Chair 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 21, 2026 10:00 a.m. Central Time			www.virtualshareholdermeeting.com/ THCORP2026

Items of Business		Board Voting Recommendation
Proposal 1	ELECT AS DIRECTORS THE NOMINEES LISTED IN THIS PROXY STATEMENT TO SERVE UNTIL THE 2027 ANNUAL MEETING OF STOCKHOLDERS OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED	“FOR”
Proposal 2	RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM	“FOR”
Proposal 3	APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	“FOR”
Proposal 4	APPROVE THE THIRD AMENDMENT TO THE TARGET HOSPITALITY CORP. 2019 INCENTIVE AWARD PLAN, AS AMENDED	“FOR”

	PROXY SUMMARY					1
	Meeting Information
	How to Vote
	Who We Are					1
	2025 Performance Highlights					1
	Company Mission and Values					1
	Stockholder Outreach Highlights					2
	Corporate Governance Highlights					2
	Board Composition and Skills Composite					3
	PROPOSAL 1: ELECTION OF DIRECTORS					6
	Director Orientation and Ongoing Director Education					14
	2025 Board Meeting Attendance					15
	Director Compensation					19
	2025 Non-Executive Director Compensation Table					20
	Board Election & Leadership Structure					20
	The Board’s Role in Risk Oversight					21
	Cybersecurity					21
	Corporate Governance Guidelines					22
	Majority Voting Policy					22
	Codes of Business Conduct & Ethics					22
	Prohibition against Hedging and Pledging					22
	Stock Ownership Guidelines and Securities Trading Policy					22
	Board Evaluation Process					23
	Director Independence					24
	Communication with the Board					24
	PROPOSAL 2: RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					25
	Audit Fees & Approval Process					25
	Independent Registered Public Accounting Firm Fee Information					26
	Audit Committee Report					26
	PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY ON PAY)					27
	EXECUTIVE OFFICERS					28
	COMPENSATION DISCUSSION & ANALYSIS					31
	Key 2025 Performance Highlights					31
	Key Governance Features of Executive Compensation Program					32
	Key 2025 Compensation Actions					33
	Our Executive Compensation Philosophy					33
	Our Executive Compensation Program					34
	Compensation at Risk					35
	How We Determine Executive Compensation					35
	2025 Named Executive Officer Compensation					37
	Other Aspects of Our Executive Compensation Program					43
	Risk Mitigation and Other Pay Practices					43

	EXECUTIVE COMPENSATION					45
	Compensation Committee Report					45
	Summary Compensation Table					46
	Grants of Plan-Based Awards for Fiscal Year 2025					48
	Outstanding Equity Awards at 2025 Fiscal Year-End					49
	Option Exercises and Stock Vested in Fiscal Year 2025					50
	Potential Payments Upon Termination or Change in Control					50
	Employment and Separation Agreements					53
	CEO Pay Ratio					56
	Pay Versus Performance Disclosure					57
	PROPOSAL 4: THIRD AMENDMENT TO THE INCENTIVE PLAN					62
	Overview					62
	Purpose of and Reasons for the Amended Incentive Plan					62
	Material Terms of the Amended Incentive Plan					62
	Material U.S. Federal Income Tax Consequences					66
	Section 409A of the Code					67
	Deductibility of Executive Compensation					67
	New Plan Benefits					67
	Equity Compensation Plan Information					67
	CERTAIN RELATIONSHIP AND RELATED PARTY TRANSACTIONS					69
	Review, Approval or Ratification of Transactions with Related Persons					69
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					71
	Beneficial Ownership					71
	OTHER MATTERS					73
	Matters Raised at the 2026 Annual Meeting Not Included in this Proxy Statement					73
	Stockholder Proposals and Director Nominations for the 2027 Annual Meeting					73
	Access to Annual Report on Form 10-K					73
	Information about the Virtual Annual Meeting and Voting					73
	Stockholders of Record — Voting					76
	Beneficial Owners — Voting					76
	Stockholders of Record — Revoke					77
	Beneficial Owners — Revoke					77
	Annex A — Third Amendment to the Target Hospitality Corp. 2019 Incentive Plan					A-1

		$320.6 million TOTAL REVENUE			$53.2 million ADJ. EBITDA(a)			$6 million INTEREST EXPENSE, NET
		~$740 million NEW MULTI-YEAR AWARDS SECURED SINCE FEBRUARY 2025			$66 million DISCRETIONARY CASH FLOW (“DCF”)(a)			$0 NET Debt

	Mission			Relentlessly Serving Others
	Values			■ Elevate the experience. Seek ways to enhance the experience of our customers and colleagues. ■ Serve others with empathy. Put ourselves in others’ shoes to understand their needs and concerns. ■ Pursue excellence. Strive for continuous improvement and exceed expectations. ■ Act with integrity. Be honest, ethical, and transparent in all your actions. ■ Whatever it takes. Demonstrate a can-do attitude and a commitment to finding solutions.

		WHAT WE DO
		■ Separate Chair 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 ■ Regular Board refreshment and executive officer succession planning				■ Annual Board and Committee evaluation process ■ Annual review of Committee charters ■ Majority voting policy ■ Active Board oversight of Enterprise Risk Management including cybersecurity ■ National Association of Corporate Directors (“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

				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.			6
				Business Operations experience gives directors a practical understanding of developing, implementing, and assessing our operating plan and business strategy.			6
				Corporate Governance experience supports our goals of strong Board and management accountability, transparency, and protection of shareholder interests.			6
				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.			6

				Competency			Directors advanced or expert
				Financial Expertise/Literacy experience assists our directors in understanding and overseeing our financial reporting and internal controls and demonstrates understanding of financial reporting and regulatory requirements regarding financial performance and disclosure and the ability to assess the implications of financial statements and auditors’ reports.			4
				Government/Public Policy experience is relevant to the Company as it operates in a business segment that is directly affected by governmental actions.			4
				Artificial Intelligence (“AI”) data centers, and critical infrastructure experience is relevant, as the company operates within a business segment focused on delivering large-scale data centers and the supporting infrastructure required for AI-driven compute environments.			1
				Marketing/Sales experience is relevant to the Company as it seeks to identify and develop new markets for its turnkey accommodation and hospitality services solutions.			2
				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.			4
				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.			2
				Human Resource/Executive Performance Review/Talent Management is important to the Company as it contributes to the understanding of human resource/personnel considerations and issues for executive recruitment, compensation structures and performance reviews.			5
				Board/Committee Experience and Teamwork are important to the Company as they support a strong culture of understanding, collaboration, and engagement among team members.			5

James B. Archer
Director Since: 2019	Age: 55
Mr. Archer joined Target in 2009 as Chief Operating Officer and has been in his role as CEO of Target since 2014. ■ With more than 30 years in the specialty rental and hospitality industries, Mr. Archer is a proven leader with a track record of success in executive management. ■ Mr. Archer 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.


Alejandro (“Alex”) Hernandez
Independent Director Since: 2023	Age: 48 Committees: Audit, Compensation Other Select Directorships: Electric Reliability Council of Texas, Inc. (ERCOT), PowerBridge LLC
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 May 2025, Mr. Hernandez founded and serves as the CEO of PowerBridge LLC, focused on developing, building, and managing gigawatt-scale data center campuses, associated power infrastructure and fiber network connectivity throughout North America. ■ 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, a 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 extensive experience in finance, financial reporting, strategic planning, forecasting and M&A, as well as his leadership in founding and serving as Chief Executive Officer of Cumulus Data, Inc., where he oversaw the development of large-scale, zero-carbon data center infrastructure, positions him to provide valuable insight and oversight to the Board and the Audit Committee.


Martin Jimmerson
Independent Director Since: 2019	Age: 62 Committees: Audit (Chair), Compensation, Nominating & Corporate Governance
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 has 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 Age: 69	Committees: Audit, Nominating & Corporate Governance Other U.S. Public Company Directorships within last five years: PNC Financial Services Group Other Select Directorships: Transamerica Insurance (AEGON North America), CommonSpirit Health, Arizona Cyber Threat Response Alliance (former), Operation Homefront (former)
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. Since October 2024, she also serves as a Principal Advisor for NATSEC Capital Partners, a veteran owned private equity fund. ■ 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 serves on the board of directors for PNC Financial Services Group, Transamerica Insurance (AEGON North America), and Common Spirit Health, one the largest national non-profit healthcare systems, where she chairs the Audit and Compliance Committee. She previously served as a director for Operation Homefront, a national nonprofit supporting Veterans and their families from 2015 — 2023. ■ Since 2020, she chaired the Transamerica Risk Committee and serves on several other board committees for the firms where she is a director, including risk, compliance, technology, audit, nomination, 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. Further, she is a NACD Certified Director and NACD Leadership Fellow as well as a Certified Technical Expert through the Digital Directors Network.


Pamela H. Patenaude
Independent Director Since: 2021 Age: 65	Committees: Compensation (Chair), 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
Ms. Patenaude is an accomplished real estate, housing policy, and disaster recovery expert with a four-decade record of achievement as an executive in government, nonprofit sector, and private industry. ■ Ms. Patenaude is an Independent Director of loanDepot, Inc., chair of the Nominating and Governance Committee and a member of the Audit Committee. ■ Ms. Patenaude serves on the Board of Directors for Habitat for Humanity International as well as the Board of Directors for the Bipartisan Policy Center. ■ Ms. Patenaude is a Principal of Granite Housing Strategies, LLC, serving as a strategic advisor for clients engaged in real estate development, affordable housing, and disaster recovery management. Ms. Patenaude served as an Independent Director of CoreLogic, Inc. and was a member of the Audit, Compensation, and Strategic Planning and Acquisition Committees. ■ Ms. Patenaude served as the Deputy Secretary of the U.S. Department of Housing and Urban Development (HUD). As HUD’s Chief Operating Officer, Ms. Patenaude managed the day-to-day operations of the $52 billion cabinet level agency with a diverse portfolio of federal housing and community development programs and 7,000 employees. ■ Prior to rejoining HUD, Ms. Patenaude served as the President of the J. Ronald Terwilliger Foundation for Housing America’s Families. Previously, Ms. Patenaude was the Director of Housing Policy for the Bipartisan Policy Center. Ms. Patenaude also served as Executive Vice President of the Urban Land Institute (ULI) and Founding Executive Director of the ULI Terwilliger Center for Housing. ■ 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 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 high 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. She is NACD “Director Certified.” Her diverse experience and NACD certification will provide meaningful guidance to the Nominating and Corporate Governance Committee as Chair, Compensation Committee as Chair as well as to our Board as the Company executes its growth strategy.


Stephen Robertson
Chair of the Board Since: 2019 Director Since: 2019	Age: 65 Other U.S. Public Company Directorships within last five years: WillScot Holdings Corporation (former)
Mr. Robertson co-founded TDR Capital, a London-based private equity firm with more than €8 billion of committed capital. ■ 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 Capital 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.


AUDIT	COMPENSATION	NOMINATING & CORPORATE GOVERNANCE
■ Martin Jimmerson (Chair) ■ Alex Hernandez ■ Linda Medler	■ Pamela H. Patenaude (Chair) ■ Alex Hernandez ■ Martin Jimmerson	■ Pamela H. Patenaude (Chair) ■ Linda Medler ■ Martin Jimmerson

	AUDIT COMMITTEE						MEETINGS IN 2025: 4
	MARTIN JIMMERSON (CHAIR)			ALEX HERNANDEZ			LINDA MEDLER

	COMPENSATION COMMITTEE						MEETINGS IN 2025: 5
	PAMELA H. PATENAUDE (CHAIR)			ALEX HERNANDEZ			MARTIN JIMMERSON

	NOMINATING & CORPORATE GOVERNANCE COMMITTEE						MEETINGS IN 2025: 2
	PAMELA H. PATENAUDE (CHAIR)			MARTIN JIMMERSON			LINDA MEDLER

Position		Cash Amount			Restricted Stock Units (“RSUs”)(1)
Retainers
Non-Executive Chair			$	160,000		$	150,000
All Other Non-Executive Directors			$	90,000		$	115,000
Committee Chair Retainers
Audit Committee			$	25,000			—
Compensation Committee			$	25,000			—
Nominating and Corporate Governance 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.

Position	Fees Earned or Paid in Cash			Stock Awards(3)			All Other Compensation		Total
John C. Dorman(1)		$	35,014		$	—		—		$	35,014
Alex Hernandez		$	90,000		$	122,064		—		$	212,064
Martin Jimmerson		$	115,000		$	122,064		—		$	237,064
Linda Medler		$	90,000		$	122,064		—		$	212,064
Pamela H. Patenaude		$	140,000		$	122,064		—		$	262,064
Stephen Robertson(2)		$	160,000		$	159,220		—		$	319,220

		Board of Directors
		The Board oversees the risk management of our Company. In particular, the Board is responsible for monitoring and assessing strategic, operations and other risk exposures, 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 CHAIR OF THE BOARD
	■ 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

	Ernst & Young LLP
Fees	2024			2025
Audit(1)		$	1,575,000		$	1,550,000
Audit-Related		$	0		$	0
Tax		$	0		$	0
All Other		$	0		$	0

Audit Committee Report The Audit Committee is composed of three 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 Company’s internal controls and the financial reporting process. EY, acting as independent auditor of the Company, is responsible for performing an independent audit of the Company’s consolidated financial statements and internal control over financial reporting in accordance with standards established by the Public Company Accounting Oversight Board (“PCAOB”). 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 Company is compatible with maintaining independence. 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2025. By the members of the Audit Committee as of March 9, 2026, consisting of:
Martin 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 Company under the Exchange Act or the Securities Act of 1933, as amended, unless and only to the extent that the Company specifically incorporates it by reference.

		JASON VLACICH served as our Chief Accounting Officer from 2018 until January 2026 and has served as our Chief Financial Officer since January 2024. In this role, he is responsible for Target’s finance, accounting, IT business applications, tax, and investor relations functions. Mr. Vlacich joined Target in October 2018.
		■ He has over twenty-five 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, 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. Vlacich began his professional career in August of 2000 in the assurance practice of PricewaterhouseCoopers, LLP in the Hartford, Connecticut office before relocating to the Orlando, Florida office where he served in a variety of different roles from assurance associate to experienced audit manager servicing both public and private companies in a variety of different industries, including hospitality with a concentration in hospitality REITs. ■ 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 University and is a Certified Public Accountant in the State of Texas.

		TROY C. SCHRENK has served as our Chief Commercial Officer since 2018 and as Senior Executive Vice President Operations & Chief Commercial Officer since January 2024. In this role, he is responsible for leading the Company’s business and commercial operations, construction, business development, and government relations. Mr. Schrenk joined Target in 2012 as Senior Vice President.
		■ He has 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.

		CYRIL HAHAMSKI serves as our Chief Accounting Officer. In this role, he is responsible for the Company’s accounting function, including external financial reporting, oversight of internal controls, and management reporting. Mr. Hahamski joined Target in January 2026.
		■ He has over 25 years of experience in financial controllership, treasury, system implementations, public accounting, and finance across multiple industries. ■ Prior to joining Target, from 2022 to 2025, Mr. Hahamski served as Vice President of Accounting and Finance at Anew Climate, LLC, a global leader in environmental finance and a portfolio company of TPG, Inc., where he oversaw the company’s global accounting function and led international accounting expansion, consolidation, system integration, treasury operations, and public-company readiness initiatives. ■ From 2019 to 2021, Mr. Hahamski was the Global Group Controller at ALS Limited, a global leader in Testing, Inspection and Certification (TIC) industrial services, where he oversaw the implementation of a global cloud enterprise financial platform and led the accounting, financial reporting, billing and collections, procurement, accounts payable, payroll, employee benefits, and treasury functions.			■ From 2009 to 2018, Mr. Hahamski was the Assistant Controller and Chief FERC Compliance Officer and, prior to that, Division Controller, at Buckeye Partners, L.P., a public oil and gas midstream master limited partnership, where he oversaw SEC financial reporting, management reporting and analysis, accounting, compliance with the Sarbanes-Oxley Act of 2002, mergers and acquisitions financial due diligence and integration, several system implementations, and compliance with the regulations of the Federal Energy Regulatory Commission (FERC). ■ Mr. Hahamski began his career at PricewaterhouseCoopers LLP, where he worked from 1998 to 2007, progressing from intern to manager in the Assurance and Business Advisory Services practice. ■ Mr. Hahamski holds an MBA degree in Corporate Accounting and Finance from the University of Rochester Simon School of Business, a Bachelor of Business Administration (BBA) in Accounting and Finance from Angelo State University, and a Certified Public Accountant (CPA) designation.

		MARK SCHUCK serves as Senior Vice President of Investor Relations and Financial Planning. In this role, he is responsible for developing and executing the company’s investor relations strategy, including cultivating and maintaining relationships with institutional investors and research analysts. He also leads the company’s corporate financial strategy, budgeting, and forecasting activities. Mr. Schuck joined Target in January 2020.
		■ He has over 19 years of broad-reaching corporate finance and asset management experience, including investor relations and financial planning across diverse industries, including natural resource development, energy infrastructure, and industrial services. ■ Prior to joining Target Mr. Schuck served as Director of Investor Relations at American Midstream Partners and was a principal at a multi-strategy investment fund. ■ Earlier in his career, he held corporate finance and financial reporting positions at EP Energy Corp. and Encore Acquisition Corp. Mr. Schuck began his career as an associate at BDO USA, LLP.			■ Mr. Schuck holds an MBA from Tulane University, a Bachelor of Business Administration (BBA) in accounting from Sam Houston State University, and a Certified Public Accountant (CPA) in the State of Texas.

	Name			Position During 2025
	James B. Archer			President and Chief Executive Officer
	Jason Vlacich			Chief Financial Officer and Chief Accounting Officer(1)
	Troy C. Schrenk			Senior Executive Vice President, Operations and Chief Commercial Officer
	Heidi D. Lewis			Executive Vice President, General Counsel, & Secretary
	Brendan Dowhaniuk			Executive Vice President, Strategy & Corporate Development

		$320.6 million TOTAL REVENUE			$53.2 million ADJ. EBITDA(1)			$6 million INTEREST EXPENSE, NET
		~$740 million NEW MULTI-YEAR AWARDS SECURED SINCE FEBRUARY 2025			$66 million DISCRETIONARY CASH FLOW (“DCF”)(1)			$0 NET DEBT


COMPENSATION COMMITTEE	ALL NON-EXECUTIVE BOARD MEMBERS	CEO AND MANAGEMENT
■ Establishes executive compensation philosophy ■ Approves incentive compensation programs and performance goals for the annual short-term incentive plan and PSU awards ■ Certifies achievement of performance goals for the annual short-term incentive plan and PSU awards ■ Approves all compensation actions for the Company’s executive officers, other than the CEO ■ Assess performance of the CEO and recommends CEO compensation to the Board ■ Retains independent compensation consultant	■ In collaboration with the Compensation Committee, assess performance of the CEO and approve his compensation	■ Develops preliminary recommendations regarding compensation matters with respect to all executive officers, other than the CEO, and provides these recommendations to the Compensation Committee, which makes the final decisions ■ Administers the compensation programs (other than certification of achievement of performance measures) once Compensation Committee decisions are finalized

■ BrightView Holdings	■ Cavco Industries	■ Chatham Lodging Trust	■ Civeo
■ CoreCivic	■ EVI Industries	■ The GEO Group	■ H&E Equipment Services
■ McGrath RentCorp	■ Playa Hotels & Resorts N.V.	■ SP Plus	■ Summit Hotel Properties
■ VSE

Name	2025 Base Salary			2024 Base Salary			% Increase
James B. Archer		$	850,000		$	850,000		—
Jason Vlacich		$	450,000		$	410,000		9.8%
Troy C. Schrenk		$	400,000		$	400,000		—
Heidi D. Lewis		$	395,000		$	375,000		5.3%
Brendan Dowhaniuk		$	325,000		$	325,000		—