Smart Sand, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Smart Sand, Inc. on March 30, 2017. The report details the grant of restricted stock awards to certain employees, including named executive officers, under the Smart Sand, Inc. 2016 Omnibus Incentive Plan.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation arrangements.
Material Changes and Compensation Details
On March 30, 2017, the Compensation Committee granted restricted stock awards with the following structure:
- Vesting Structure: 50% time-based (vesting quarterly over four years) and 50% performance-based (three-year period from January 1, 2017, to December 31, 2019).
- Performance Metrics: Performance shares are based on Total Stockholder Return (TSR) relative to a peer group and Return on Invested Capital (ROIC). Payouts range from 0% to 150% of target.
- Named Executive Officer Awards:
- Charles E. Young: 40,600 time-based shares; 20,300 TSR performance shares; 20,300 ROIC performance shares.
- Lee E. Beckelman: 16,396 time-based shares; 8,198 TSR performance shares; 8,198 ROIC performance shares. Additionally received 14,054 restricted shares contingent on stock price milestones.
- Robert Kiszka: 16,396 time-based shares; 8,198 TSR performance shares; 8,198 ROIC performance shares.
Outlook, Risks, and Contingencies
The filing does not contain general business outlook, risk factors, or unusual items beyond the specific contingencies tied to the performance-based equity awards. The additional award to Mr. Beckelman is contingent on the Company's stock price reaching certain levels for 20 of 30 consecutive trading days within 18 months of the grant date.
Key Facts for Investor Verification
- Verify the specific stock price thresholds required for Mr. Beckelman's additional 14,054 share award.
- Confirm the composition of the peer group used for the TSR performance metric.
- Review the pre-established ROIC goals for the 2017-2019 performance period.
- Monitor the vesting schedule for the time-based portion of the awards over the next four years.