Business Context and Reporting Period
This Form 8-K Current Report was filed by Smart Sand, Inc. on February 10, 2021, covering events that occurred on February 9, 2021. The filing addresses changes to the Company's Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on corporate governance changes.
Material Changes
- Director Resignation: Colin Leonard resigned from the Board of Directors, the Audit Committee, and the Nominating and Corporate Governance Committee effective February 9, 2021. The resignation is not due to any disagreement with the Company's operations, policies, or procedures.
- Director Appointment: Frank Porcelli was appointed as a Class II director to serve until the next annual meeting of stockholders. He has been designated as a member of the Audit Committee and Nominating Committee.
- Designation Source: Mr. Porcelli was designated by Clearlake Capital Group, L.P. (an affiliate of the Company) to replace Mr. Leonard pursuant to a stockholders' agreement.
Management Commentary and Compensation
Mr. Porcelli brings over thirty years of experience in finance and wealth management, including roles as a Managing Director at BlackRock, Inc., and leadership positions at Merrill Lynch, Putnam Investments, Goldman Sachs, and Smith Barney. He currently serves as a partner at Convergency Partners.
Compensation: Mr. Porcelli will receive annual cash compensation of $60,000 for his board service, in addition to potential equity grants awarded to directors. The Company intends to enter into a standard indemnification agreement with him.
Investor Verification Checklist
- Verify the independence status of the newly appointed director, Frank Porcelli, and his specific committee assignments.
- Review the stockholders' agreement between Smart Sand, Inc., Clearlake Capital Group, L.P., and Keystone Cranberry, LLC to understand the governance rights triggering this appointment.
- Confirm the effective date of the resignation and appointment to ensure accurate board composition records.
- Check for any subsequent filings regarding the formal election of Mr. Porcelli at the next annual meeting of stockholders.