DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐	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

Flowco Holdings Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒	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

Flowco Holdings, Inc.

1300 Post Oak Blvd., Suite 450

Houston, TX 77056

Dear Fellow Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Flowco Holdings Inc. (the “Company”) to be held on May 7, 2026 at 9:00 a.m. Central Time. The Annual Meeting will be a virtual meeting. You will be able to attend and participate in the Annual Meeting online by visiting https://www.proxydocs.com/branding/968034/2026/preview/index.html. Please see “Questions and Answers” in the accompanying proxy statement for more details/You will be able to submit questions and vote your shares electronically during the meeting by logging in using the 12-digit control number included on your proxy card or voting instruction form.

The Company’s board of directors (the “Board”) has set the close of business on March 9, 2026 as the record date for the determination of stockholders who will be entitled to notice of and to vote at the Annual Meeting. The list of stockholders entitled to vote at the Annual Meeting will be available for inspection at the Company’s headquarters at least ten days before the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote. On behalf of the Board and the officers and employees of the Company, we would like to take this opportunity to urge you to vote and to thank you for your continued support of the Company. We look forward to hosting you at the meeting.


	Sincerely,

	/s/ Joseph R. Edwards
	Joseph R. Edwards Chief Executive Officer

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Flowco Holdings Inc. (the “Company”) will be held virtually on May 7, 2026 at 9:00 a.m. Central Time for the following purposes:

the election of two Class I directors to serve until the 2029 annual meeting of stockholders and until his or her respective successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal;

the approval of the adoption of the Company’s Employee Stock Purchase Plan; and

the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year December 31, 2026.

Stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Annual Meeting will be a virtual meeting. Stockholders will be able to listen, vote and submit questions regardless of location via the internet at https://www.proxydocs.com/branding/968034/2026/preview/index.html by using the 12-digit control number included on your proxy card and the instructions that accompanied your proxy materials.

The Company’s board of directors (the “Board”) has fixed the close of business on March 9, 2026 as the record date for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting. The accompanying proxy statement describes the matters being voted on and contains other information relating to the Company.


	By order of the Board of Directors,

	/s/ Jonathan B. Fairbanks
	Jonathan B. Fairbanks Chair of the Board

Houston, TX

March 27, 2026

Your vote is important. Please vote your shares promptly using the internet, calling the toll-free number as described on your proxy card, or completing, signing, dating and returning your proxy card by mail.

TABLE OF CONTENTS


	Page
Notice of Annual Meeting of Stockholders	1
Proxy Statement	3
About the Meeting	3
Matters to Come Before the Annual Meeting	7
Proposal 1: Election of Directors	7
Directors And Executive Officers	8
Executive Compensation	11
Director Compensation	22
Corporate Governance	23
Security Ownership of Certain Beneficial Owners and Management	27
Transactions With Related Persons	30
Proposal 2: Approval of Adoption of the Employee Stock Purchase Plan	40
Proposal 3: Ratification of Independent Registered Public Accounting Firm	45
Audit Committee Report	46
Stockholder Proposals	47
Delivery of Documents to Stockholders Sharing an Address	47
Other Matters	47
Solicitation of Proxies	47
Certain Definitions	48
The Transactions	50
Appendix A - Flowco Holdings Inc. Employee Stock Purchase Plan	A-1

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

OF FLOWCO HOLDINGS INC.

TO BE HELD MAY 7, 2026

GENERAL INFORMATION

This proxy statement is furnished to stockholders of Flowco Holdings Inc. (the “Company,” “we,” “us,” or “our”) in connection with the solicitation of proxies by the board of directors of the Company (the “Board”) for use at our 2026 Annual Meeting of Stockholders to be held on May 7, 2026 (the “Annual Meeting”), and at any adjournment or postponement thereof. The Annual Meeting will be held at 9:00 a.m., Central Time, as a virtual meeting. This proxy statement, the enclosed proxy and our annual report are first being mailed to stockholders on or about March 27, 2026.

ABOUT THE MEETING

What is the date, time and place of the annual meeting?

The Annual Meeting will be held on Thursday, May 7, 2026, beginning at 9:00 a.m., Central Time. The Annual Meeting will be held entirely online via a live webcast. The virtual Annual Meeting will allow for greater participation by all of our stockholders, regardless of geographic location. To attend the Annual Meeting, vote, and submit your questions during the Annual Meeting, go to https://www.proxydocs.com/branding/968034/2026/preview/index.html and log in by entering your unique 12-digit control number found on your proxy card or voting instruction form. Prior to the Annual Meeting, you will be able to vote at www.proxycard.com and by the other methods described in this proxy statement. We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders. Stockholders will not be able to attend the Annual Meeting in person.

What proposals will be voted on at the Annual Meeting?

At the Annual Meeting, stockholders will be asked to consider and vote upon the following matters, each of which is described more fully in this proxy statement:

the election of two Class I directors to serve until the 2029 annual meeting of stockholders and until his or her respective successor shall have been duly elected and qualified. or until his or her earlier death, resignation, or removal (“Proposal 1” or “Director Election Proposal”);

the approval of the adoption of the Company’s Employee Stock Purchase Plan (“ESPP”) (“Proposal 2” or the “ESPP Proposal”); and

the ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal 3” or the “Auditor Ratification Proposal”).

Stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. The Company does not know of any business to be presented at the Annual Meeting other than the proposals discussed in this proxy statement. If other business comes before the meeting and is proper under our amended and restated certificate of incorporation, our amended and restated bylaws, and Delaware law, the Company’s Chief Executive Officer and General Counsel, as proxy holders, will use their discretion in casting all of the votes that they are entitled to cast.

Who is entitled to vote at the Annual Meeting?

Only stockholders of record at the close of business on March 9, 2026 (the “Record Date”) are entitled to receive notice of and vote at the Annual Meeting or any adjournment or postponement thereof. Each stockholder is entitled to one vote for each share of our common stock held by such stockholder as of the Record Date.

As of the Record Date, there were 91,117,604 shares of common stock (including 31,102,038 shares of our Class A common stock and 60,015,566 shares of our Class B common stock) outstanding and entitled to vote at the Annual Meeting.

What do I need for admission to the Annual Meeting?

The Annual Meeting will be held entirely online via a live webcast. The virtual Annual Meeting will also allow for greater participation by all of our stockholders, regardless of their geographic location.

If you are a registered stockholder or beneficial owner of Common Stock holding shares at the close of business on the Record Date, you may attend the Annual Meeting by visiting https://www.proxydocs.com/branding/968034/2026/preview/index.html and logging in by entering the 12-digit control number found on your proxy card or voting instruction form. If you lost your 12-digit control number or are not a stockholder, you will be able to attend the meeting by visiting the website link provided above and registering as a guest. If you enter the meeting as a guest, you will not be able to vote your shares or submit questions during the meeting. If you experience any technical difficulties during the meeting, a toll-free number will be available on our virtual stockholder login site for assistance.

Will a list of stockholders be available?

A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for a period of ten days prior to the Annual Meeting during regular business hours at the Company’s headquarters located at 1300 Post Oak Blvd., Suite 450, Houston, Texas 77056. The stockholder list will also be available during the Annual Meeting through the webcast platform.

What constitutes a quorum?

The presence at the Annual Meeting, either virtually or by proxy, of the holders of common stock representing a majority of the combined voting power of the issued and outstanding shares of common stock entitled to vote at the Annual Meeting as of the Record Date will constitute a quorum and will permit the Annual Meeting to conduct its business. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present.

What vote is required to approve each item?

The Director Election Proposal. A director will be elected only if he or she receives a majority of the votes cast with respect to his or her election (that is, the number of votes cast “FOR” a director must exceed the number of votes cast “AGAINST” that director). Abstentions and broker non-votes will have no effect.

The ESPP Proposal. The affirmative vote of a majority of the shares of common stock, voting as a single class, present at the Annual Meeting, virtually or by proxy, and entitled to vote is required to approve the ESPP Proposal. Abstentions will have the same effect as a vote “AGAINST.” Broker non-votes will have no effect.

The Auditor Ratification Proposal. The affirmative vote of a majority of the shares of common stock, voting as a single class, present at the Annual Meeting, virtually or by proxy, and entitled to vote is required to the Auditor Ratification Proposal. Abstentions will have the same effect as a vote “AGAINST.” Brokers will have discretionary authority to vote on this proposal; accordingly, there will be no broker non-votes on the Auditor Ratification Proposal.

What is a broker non-vote?

Brokers, banks or other nominees holding shares on behalf of a beneficial owner may vote those shares in their discretion on certain “routine” matters even if they do not receive timely voting instructions from the beneficial owner. With respect to “non-routine” matters, the broker, bank or other nominee is not permitted to vote shares for a beneficial owner without timely received voting instructions. The only routine matter to be presented at the Annual Meeting is Proposal 3. Proposal 1 and Proposal 2 and the ESPP Proposal are non-routine matters.

A broker non-vote occurs when a broker, bank or other nominee does not vote on a non-routine matter because the beneficial owner of such shares has not provided voting instructions with regard to such matter. If a broker, bank or other nominee exercise their discretionary voting authority on Proposal 3, such shares will be considered present at the Annual Meeting for quorum purposes and broker non-votes will occur as to Proposal 1 and Proposal 3, or any other non-routine matters that are properly presented at the Annual Meeting.

Who will count the votes?

An independent inspector of election will determine the number of shares of common stock represented at the Annual Meeting, the existence of a quorum, the validity and effect of proxies, and will count and tabulate all votes and determine the results.

What are the Board's recommendations?

Our Board recommends that stockholders vote “FOR” the election of the Class I director nominees named in this proxy statement and “FOR” the ESPP Proposal and the Auditor Ratification Proposal.

How will my shares be voted if I return a blank proxy card or a blank voting instruction card?

If you are a holder of record of our common stock and you sign and return a proxy card or otherwise submit a proxy without giving specific voting instructions, your shares will be voted: (1) FOR the Director Election Proposal; (2) FOR the ESPP Proposal; and (3) FOR the Auditor Ratification Proposal. In the event a stockholder specifies a different choice by means of the enclosed proxy, such shares will be voted in accordance with the specification made.

If you hold your shares in street name via a broker, bank or other nominee and do not provide the broker, bank or other nominee with voting instructions (including by signing and returning a blank voting instruction card), your shares: (1) will be counted as present for purposes of establishing a quorum; (2) will be voted in accordance with the broker’s, bank’s or other nominee’s discretion on “routine” matters, which includes only Proposal 3; and (3) will not be counted in connection with the Director Election Proposal, the ESPP Proposal or other non-routine matters that are properly presented at the Annual Meeting. For each of these proposals, your shares will be treated as “broker non-votes” and will have no impact on the voting results.

How do I vote?

Stockholders of record. If your shares are registered directly in your name with our transfer agent, you may vote by completing, signing, dating and returning the enclosed proxy card, or by following the instructions provided on the proxy card to vote by internet or telephone.

Street name holders. If your shares are held through a broker, bank or other nominee, you must vote in accordance with the voting instruction form provided by your broker, bank or other nominee. The availability of voting by telephone or the Internet will depend on the voting process used by your broker, bank or other nominee.

Voting during the Annual Meeting. Stockholders of record and beneficial owners may vote during the Annual Meeting by following the instructions available through the webcast platform.

Can I change my vote or revoke my proxy?

Yes. You may change your vote or revoke your proxy at any time before it is voted at the Annual Meeting. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Annual Meeting by:

•

submitting a later-dated proxy card or voting instruction form, as applicable;

•

voting during the Annual Meeting through the webcast platform; or

•

delivering written notice of revocation to the Company’s Secretary at the Company’s headquarters at 1300 Post Oak Blvd., Suite 450, Houston, Texas 77056.

Attendance at the Annual Meeting alone will not revoke a proxy unless you vote during the Annual Meeting.

If your shares are held in the name of a broker, bank or other nominee, you may change your vote by submitting new voting instructions to your broker, bank or other nominee. Please note that if your shares are held of record by a broker, bank or other nominee, and you

decide to attend and vote at the Annual Meeting, your vote at the Annual Meeting will not be effective unless you present a legal proxy, issued in your name from the record holder (your broker, bank or other nominee).

Who pays for costs relating to the proxy materials and Annual Meeting?

The Company will bear the costs of preparing, assembling and mailing this proxy statement, the Notice of Annual Meeting of Stockholders, the proxy card and the Company’s Annual Report for the year ended December 31, 2025 (our “Annual Report”), as well as the costs of hosting and posting the proxy materials online.

In addition to solicitation by mail, our directors, officers and employees may solicit proxies personally, by telephone, or by other electronic means. They will receive no compensation for such solicitation other than their regular compensation.

We may request brokers, banks and other custodians, nominees and fiduciaries to forward copies of the proxy materials to beneficial owners and to request voting instructions. We may reimburse such persons for their reasonable out-of-pocket expenses incurred in connection with these activities.

MATTERS TO COME BEFORE THE ANNUAL MEETING

PROPOSAL ONE: ELECTION OF THE CLASS I DIRECTORS

The Board has nominated the following individuals for election as Class I directors of the Company, to serve for a three-year term beginning at the Annual Meeting and expiring at our 2029 annual meeting of stockholders and until his or her respective successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal:


Name	Age	Position(s)	Director and/or Executive Officer Since	Current Board Term Expires	Expiration of Term for Which Nominated
Joseph R. Edwards	53	Class I Director	2024	2026	2029
Cynthia L. Walker	49	Class I Director	2025	2026	2029

Joseph R. Edwards and Cynthia L. Walker are currently serving as directors of the Company. If Joseph R. Edwards and Cynthia L. Walker are re-elected to the Board, the size of the Board will remain at seven members. Each of our other current directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation, or removal. Biographical information for each director nominee and director is contained in the “Directors and Executive Officers” section below.

The Board has no reason to believe that its director nominees will be unable or unwilling to serve if elected. If a director nominee becomes unable or unwilling to accept nomination or election, either the number of the Company’s directors will be reduced or the persons acting under the proxy will vote for the election of a substitute nominee that the Board recommends.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS UNANIMOUSLY

RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE UNDER PROPOSAL ONE

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company are:


Name	Age	Position(s)
Joseph R. Edwards	53	President and Chief Executive Officer and Director
Jonathan W. Byers	47	Chief Financial Officer
Chad Roberts	39	Executive Vice President, Production Solutions
Brooks Mims Talton III	59	Executive Vice President, Natural Gas Technologies
Joel Lambert	57	Senior Vice President, General Counsel and Secretary
Alexander Chmelev	42	Director
Jonathan B. Fairbanks	59	Chairperson, Director
Ben A. Guill	75	Director
Paul W. Hobby	65	Director
Cynthia L. Walker	49	Director
William H. White	72	Director

Set forth below is biographical information about each of our directors and executive officers.

Composition of our Board of Directors

The Company’s Board consists of seven members. The Company’s amended and restated certificate of incorporation provides that the number of directors on our Board will be fixed exclusively by resolution adopted by our Board (provided that such number shall not be less than the aggregate number of directors that the parties to the stockholders agreement, dated as of January 17, 2025 (the “Stockholders Agreement”), among us, GEC affiliates, White Deer affiliates and the other stockholders party thereto, are entitled to designate from time to time). The amended and restated certificate of incorporation and the amended and restated bylaws provide that our Board are divided into three classes, as nearly equal in number as possible, with the directors in each class serving for a three-year term, and one class being elected each year by our stockholders. Our directors are divided among the three classes as follows:

•

the Class I directors are Joseph R. Edwards and Cynthia L. Walker, and their terms will expire at the annual meeting of stockholders to be held in 2026 (this Annual Meeting);

•

the Class II directors are Alexander Chmelev and William H. White and their terms will expire at the annual meeting of stockholders to be held in 2027; and

•

the Class III directors are Jonathan B. Fairbanks, Ben A. Guill and Paul W. Hobby, and their terms will expire at the annual meeting of stockholders to be held in 2028.

Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

Our Directors

Alexander Chmelev has served as a director since 2024. Mr. Chmelev is a Partner of GEC and has served on the investment team since joining Global Energy Capital in 2014. Mr. Chmelev previously worked for Quintana Energy Partners from July 2008 until July 2011, where he focused on energy private equity investments. He also worked at Simmons & Company International as an investment banker from June 2006 until June 2008, advising energy executives in mergers, acquisitions and capital markets transactions. We believe Mr. Chmelev is qualified to serve on Flowco Holdings’ Board of Directors due to his extensive experience in the energy services industry, including private equity and investment banking.

Jonathan B. Fairbanks has served as our non-executive Chairperson and a director since 2024. Mr. Fairbanks has served as Managing Partner of Global Energy Capital since its founding in 2008. From 1997 until 2008, Mr. Fairbanks was a founder and director of the following public companies: Seajacks International; Scorpion Offshore; Floatel International; Chiles Offshore; and a founder and director of Hercules Offshore prior to its public offering. We believe Mr. Fairbanks is qualified to serve on Flowco Holdings' Board of Directors due to his extensive experience in the energy services industry.

Ben A. Guill has served as a director since 2024. Since 2010, Mr. Guill has been a founding Partner of White Deer Energy, a private equity fund focused on the exploration & production, oilfield service and equipment, and midstream sectors of the oil and natural gas industry. Until April 2007, he was President of First Reserve Corporation, a corporate manager of private investments focusing on the energy and energy-related sectors, which he joined in September 1998. Prior to joining First Reserve, Mr. Guill was the Managing Director and Co-head of Investment Banking of Simmons & Company International, an investment banking firm specializing in the oil service industry. Mr. Guill also previously served as a director of NOV Inc. We believe Mr. Guill is qualified to serve on Flowco Holdings Inc.’s Board of Directors due to his extensive experience as an investment banker and private equity investor in the energy services industry, including valuable outside board experience from his previous tenures as a director of: Emerald Oil, Inc., Dresser, Inc., Quanta Services, Inc., T-3 Energy Services, Inc., Chart Industries, Inc. and the general partner of Cheniere Energy Partners, L.P.

Paul W. Hobby has served as a director since January 2025. Mr. Hobby founded Genesis Park in 1999 and has served as a Managing Member since its foundation. Mr. Hobby has also served as a board member of NRG Energy since March 2006. Mr. Hobby has previously served as a board member to FloTek Industries, Inc. from March 2019 to May 2021. Mr. Hobby has previously served as Chairman and Chief Executive Officer of Texas Monthly from Nov 2016 to July 2019. Mr. Hobby has also previously served as Chairman and Chief Executive Officer of Alpheus Communications from May 2004 to December 2011. We believe Mr. Hobby is qualified to serve on Flowco Holdings' Board of Directors due to his extensive experience as a private equity investor and his extensive experience in the energy services industry, including his previous experience as a board member of NRG Energy and FloTek Industries, Inc.

Cynthia L. Walker has served as a director since January 2025. Ms. Walker is the founder and currently serves as President and Chief Executive Officer of Mobius Fuels LLC, a renewable natural gas development and operating company in the United States. Prior to starting Mobius in 2024, she served as Chief Executive Officer of TES-H2, Americas and Chief Strategy Officer, TES-H2 Group, a green hydrogen company, where she served since October 2022. Prior to TES, Ms. Walker served as an executive at Occidental Petroleum Corporation (NYSE: OXY), including as Senior Vice President, Midstream & Marketing from 2016 until 2019, as Senior Vice President, Strategy & Corporate Development from 2014 until 2016, and Senior Vice President, Chief Financial Officer from 2012 until 2014. Prior to such time, Ms. Walker was a managing director in the Global Natural Resources Group and Mergers & Acquisitions Group in the Investment Banking Division at Goldman Sachs & Co. Ms. Walker also previously served as an independent director on the boards of publicly traded companies, Sempra Energy (NYSE: SRE) and Chord Energy (NASDAQ: CHRD). We believe Ms. Walker is qualified to serve on the Board of Directors of Flowco Holdings due to her extensive executive experience across the energy industry and her independent board expertise and experience at Sempra Energy and Chord Energy.

William H. White has served as a director since January 2025. Since January 2024, Mr. White has served as the principal of White Interests LLC, an investment and advisory firm. Mr. White served as Chairman of Houston, Lazard Freres LLC from June 2012 to December 2023. From January 2004 to December 2009, Mr. White served as the mayor of the City of Houston. Mr. White has also served as a board member for BJ Services, Pioneer Drilling, CB&I, USEC, and the North American Electric Reliability Council. He was also President and Chief Executive Officer of WEDGE Group Incorporated, a firm with oil and gas services and equipment manufacturing subsidiaries. Mr. White served as Deputy Secretary of Energy of the United States from June 1993 to June 1995, and was in a partner in a firm specializing in antitrust and securities law. We believe Mr. White is qualified to serve on Flowco Holdings' Board of Directors due to his extensive experience in the energy industry, including his prior experience as a board member of BJ Services and other public firms.

Our Executive Officers

Joseph R. Edwards has served as our President and Chief Executive Officer since June 2024 and as a director since 2024. Prior to June 2024, Mr. Edwards served in various capacities at the energy-focused private equity firm White Deer Energy since 2011, including as Managing Partner from 2018 to 2024. Mr. Edwards previously served in various capacities at First Reserve Corporation from 1998 to 2011, including Managing Director and head of energy services investing from 2007 to 2011. Mr. Edwards has a BBA, Finance from The University of Texas at Austin. We believe Mr. Edwards is qualified to serve on Flowco Holdings Inc.’s Board of Directors due to his extensive experience in the energy services industry, including private equity, as well as valuable outside board experience from his previous tenures as director of Superior Energy Services, Inc., T-3 Energy Services, Inc. and Quintana Maritime, Inc.

Jonathan W. Byers has served as our Chief Financial Officer since October 2024. Prior to October 2024, Mr. Byers served as Chief Financial Officer of CSI Compressco LP from January 2021 until April 2024 (as well as a director from January 2021 until April 2024).

In March 2010, Mr. Byers co-founded and served as Vice President, Corporate Development of Spartan Energy Partners LP (“Spartan”) until Spartan acquired a controlling interest in CSI Compressco LP in January of 2021. Prior to his employment with Spartan, Mr. Byers served as Vice President, Corporate Development at Price Gregory Services, Inc., a pipeline construction company, and also served in different capacities in the corporate finance, energy investment and private equity space. Mr. Byers has a B.S. in Business Administration from Georgetown University and an MBA from Harvard Business School.

Chad Roberts has served as our Executive Vice President, Production Solutions since June 2024, having previously served as Chief Executive Officer of our subsidiary Estis since January 2019. Mr. Roberts previously held the position of Chief Operating Officer of Estis from 2017 until January 2019. Mr. Roberts previously served in operations, supply chain, and commercial roles with EnPro Inc., Dedicated Computing LLC, and Kohler Co. Mr. Roberts has a B.S. in Logistics and Supply Chain Management from the University of North Texas, and an MBA from Auburn University.

Brooks Mims Talton III has served as our Executive Vice President, Natural Gas Technologies since June 2024, having previously served as President and Chief Executive Officer of our subsidiary Flogistix since 2011. Mr. Talton previously founded Compressco Inc. in 1999 and served as its President and Chief Executive Officer until its sale to Tetra in 2004. Mr. Talton has a B.A. from the University of Oklahoma.

Joel Lambert has served as our Senior Vice President, General Counsel and Secretary since December 2024, having previously served at Crestwood Equity Partners LP as Executive Vice President and Chief Legal Counsel since January 2020 and Senior Vice President and General Counsel from 2013 to 2020. Mr. Lambert has also previously held other legal roles at First Reserve Corporation and Vinson and Elkins LLP. Mr. Lambert has a B.A. from Texas A&M University and a JD from The University of Texas at Austin.

EXECUTIVE COMPENSATION

The following section is a discussion and analysis of the material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below, who we refer to as our “named executive officers” or “NEOs.” Our named executive officers for the year ended December 31, 2025, and their current positions are as follows:


Name	Age	Position(s)
Joseph R. Edwards	53	President and Chief Executive Officer and Director
John Gatlin	52	Executive Vice President and Chief Operating Officer
Brooks Mims Talton III	59	Executive Vice President, Natural Gas Technologies
Chad Roberts	39	Executive Vice President, Production Solutions

Summary Compensation Table

The following table presents compensation awarded to, earned by, and paid to our NEOs.


Name	Year		Base Salary			Bonus			Non-Equity Incentive Compensation			Stock Awards (4)(5)			All Other Compensation (6)			Total
Joseph R. Edwards	2025 (2)	$		700,000	$		—	$		131,736	$		2,950,000	$		27,803	$		3,809,539
President and Chief	2024 (3)	$		254,300	$		—	$		—	$		285,000	$		19,573	$		558,873
Executive Officer
John Gatlin (1)	2025 (2)	$		307,692	$		—	$		79,982	$		1,375,000	$		453,459	$		2,216,133
Executive Vice President and	2024 (3)	$		380,769	$		—	$

SEC Form DEF 14A filed by Flowco Holdings Inc.