Document

DEF 14A 1 snd_def14ax2021.htm DEF 14A Document

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

Filed by a Party other than the Registrant

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o						Preliminary Proxy Statement
o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

SMART SAND, INC.

(Name of Registrant as Specified in its Charter)

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

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			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 8, 2021. THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT WWW.PROXYVOTE.COM.


			PAGE

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			1

PRINCIPAL STOCKHOLDERS			5

PROPOSAL NO. 1: ELECTION OF DIRECTORS			6

CORPORATE GOVERNANCE			9

CERTAIN RELATIONSHIPS AND TRANSACTIONS WITH RELATED PERSONS			11

EXECUTIVE COMPENSATION			13

PROPOSAL NO. 2: RATIFICATION OF THE SELECTION OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2021			17

REPORT OF THE AUDIT COMMITTEE			19

PROPOSAL NO. 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION			20

DELINQUENT 16(a) REPORTS			21

STOCKHOLDER PROPOSALS			21

STOCKHOLDER COMMUNICATIONS			21

OTHER MATTERS			21

WHERE YOU CAN FIND MORE INFORMATION			21


Beneficial Owner(1)	Number of shares		Percent of class
Clearlake Capital Partners II (Master), L.P.(2)	10,920,445		25.2%
Keystone Cranberry, LLC (3)	5,842,700		13.5%

Directors/Officers
Charles E. Young	6,569,204	(4)	15.2%
Lee Beckelman	437,338	(5)	1.0%
Robert Kiszka	748,097	(6)	1.7%
José E. Feliciano	10,920,445	(7)	25.2%
Frank Porcelli	969,008		2.2%
Timothy J. Pawlenty	82,649		*
Andrew Speaker	1,091,484		2.5%
Sharon Spurlin	74,008		*
William John Young	357,720	(8)	*
James D. Young	164,077	(9)	*
Ronald P. Whelan	218,987	(10)	*
Susan Neumann	53,631	(11)	*
All officers and directors as a group (12 persons)	21,686,648		50.0%


Nominees	Class	Age	Position	Year Appointed	Term Expiration	Expiration of Term for Which Nominated
Frank Porcelli (1)	II	59	Director	2021	2021	2024
Andrew Speaker	II	58	Co-Chairman of the Board	2011	2021	2024
Continuing Directors
Charles E. Young	III	53	Chief Executive Officer and Director	2011	2022
José E. Feliciano (2)	III	47	Co-Chairman of the Board	2011	2022
Sharon S. Spurlin (3)	I	56	Director	2015	2023
Timothy J. Pawlenty (4)	I	60	Director	2012	2023


The board of directors recommends a vote FOR each of the Class II director nominees.


Name and principal position		Year	Salary ($)		Bonus ($)(1)			Stock Awards ($)(2)		All other Compensation ($)			Total ($)
Charles E. Young		2020	$	488,650	$	183,749	(3)	$	—	$	66,367	(4)	$	738,766
	Chief Executive Officer	2019	$	524,997	$	508,383	(5)	$	1,084,371	$	72,282	(6)	$	2,190,033

Lee E. Beckelman		2020	$	376,923	$	140,000	(7)	$	—	$	20,677	(8)	$	537,600
	Chief Financial Officer	2019	$	400,000	$	386,774	(9)	$	619,639	$	25,871	(8)	$	1,432,284

Robert Kiszka (10)		2020	$	359,856	$	131,250	(11)	$	—	$	27,507	(12)	$	518,613
	EVP Operations


Name	Number of shares that have not vested (#)		Market value of shares that have not vested ($)(4)		Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)		Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(4)
Charles E. Young	200,553	(1)	$	344,951	208,332	(5)	$	358,331
Lee E. Beckelman	113,875	(2)	$	195,865	119,047	(6)	$	204,761
Robert Kiszka	77,284	(3)	$	132,928	79,365	(7)	$	136,508


Name	Fees earned or paid in cash ($)(1)		Stock awards ($)(2)		Total ($)
José E. Feliciano (3)	$	101,250	$	—	$	101,250
Colin M. Leonard (3)	$	62,250	$	—	$	62,250
Timothy J. Pawlenty	$	54,000	$	—	$	54,000
Sharon Spurlin	$	62,250	$	—	$	62,250
Andrew Speaker (4)	$	—	$	—	$	—


	Number of common shares to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding option, warrants and rights (b)		Number of common shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a)) (c)
Equity compensation plans approved by security holders (1)	—	$	—	7,351,535	(2)
Equity compensation plans not approved by security holders	—	$	—	—
Total	—	$	—	7,351,535


	Year Ended December 31,
	2020		2019
Audit fees	$	522,550	$	516,246
Audit-related fees	—		—
Tax fees	—		—
All other fees	—		—
	$	522,550	$	516,246


The board of directors recommends a vote FOR the proposal to ratify the selection of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2021.


The board of directors recommends an advisory vote FOR the resolution to approve the compensation of the named executive officers as disclosed in this proxy statement.

SEC Form DEF 14A filed by Smart Sand, Inc.