FMSA Fairmount Santrol Holdings Inc. (delisted)

NOMINEES FOR DIRECTOR UP FOR ELECTION AT THIS YEAR’S ANNUAL MEETING

DIRECTORS WHOSE TERMS OF OFFICE WILL CONTINUE AFTER THE ANNUAL MEETING

18

Table of Contents

Our Board has an Executive Committee, an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. The Executive Committee exercises the power and authority of the Board in the period between Board meetings. The functions of each of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee are governed by charters that have been adopted by our Board. Our Board also has adopted Corporate Governance Guidelines to assist it in the exercise of its responsibilities, and a Corporate Code of Business Conduct and Ethics that applies to our Directors, officers, and employees (the “Code of Ethics”).

The charters of the Audit Committee, Compensation Committee and Nominating and Governance Committee, the Corporate Governance Guidelines and the Code of Ethics are available on our website at www.fairmountsantrol.com and in print to any stockholder who requests a copy. Requests for copies should be directed to Secretary, Fairmount Santrol Holdings Inc., 8834 Mayfield Road, Chesterland, Ohio 44026. We intend to disclose any amendments to the Code of Ethics, and any waiver of the Code of Ethics granted to any Director or executive officer, on our website. As of the date of this Proxy Statement, there have been no such waivers.

Board Independence

Our Corporate Governance Guidelines and the NYSE listing standards provide that at least a majority of the members of our Board must be independent (i.e., free of any material relationship with the Company, other than his or her relationship as a Director or Board committee member). A Director is not independent if he or she fails to satisfy the standards for independence under the NYSE listing standards, the rules of the Securities and Exchange Commission (the “SEC”), and any other applicable laws, rules and regulations.

During the Board’s annual review of Director independence, the Board considers transactions, relationships and arrangements between each Director or an immediate family member of the Director and the Company. The Board of Directors also considers transactions, relationships and arrangements between each Director or an immediate family member of the Director and our senior management.

In February 2017, the Board performed its annual Director independence review for the fiscal year ending December 31, 2017. As a result of this review, the Board determined that each of William E. Conway, Michael G. Fisch, Charles D. Fowler, Stephen J. Hadden, Michael C. Kearney, William P. Kelly, Matthew F. LeBaron, Michael E. Sand and Lawrence N. Schultz are independent pursuant to the applicable listing requirements of the NYSE and SEC rules and that all members of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee are independent. As of May 24, 2016 the three-year period expired for purposes of determining independence of former chief executive officers under the NYSE listing standards, and, as a result, Mr. Fowler is now classified as independent within the meaning of the NYSE listing standards and our Corporate Governance Guidelines. Jenniffer D. Deckard is not considered to be independent because of her position as our President and Chief Executive Officer.

As part of this review, our Board considered common private and charitable board memberships among our executive officers and Directors. Our Board does not believe that any of these common board memberships impairs the independence of the Directors.

Audit Committee

The Audit Committee is designed to assist the Board in fulfilling its oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of our internal audit function and independent auditor, and producing the Audit Committee Report. The specific functions and responsibilities of our Audit Committee are set forth in the Audit Committee Charter which is available on the Company’s website.

Our Board has determined that each member of the Audit Committee is financially literate and satisfies the current independence standards of the NYSE listing standards and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board has also determined that each of Messrs. Schultz, Kearney and Kelly qualifies as an “audit committee financial expert” as that term is defined in Item 407(d) of Regulation S-K of the Exchange Act. Each of Messrs. Schultz, Kearney and Kelly also satisfies the NYSE accounting and financial management expertise requirements.

19

Table of Contents

Compensation Committee

The Compensation Committee assists our Board in discharging its oversight responsibilities relating to, among other things, executive compensation, equity and incentive compensation plans, management succession planning and the Compensation Committee Report. The Compensation Committee administers the Company’s equity compensation and incentive compensation plans. The Compensation Committee reviews and determines the salary and bonus compensation of the CEO, as well as reviews and recommends to our Board for its approval the compensation of our other executive officers. The Compensation Committee may delegate is authority to a subcommittee or subcommittees. Each member of the Compensation Committee is independent within the meaning of the NYSE listing standards and our Corporate Governance Guidelines.

Our CEO, together with the Compensation Committee, plans to review assessments of executive compensation practices at least annually against our defined comparative framework. Our CEO also makes recommendations to the Compensation Committee with the intent of keeping our executive officer pay practices aligned with our intended pay philosophy. The Compensation Committee must approve any recommended changes before they can be made.

The Compensation Committee has the sole authority to: (i) retain and terminate compensation advisers, including compensation and benefits consultants, independent legal counsel or other related advisers; (ii) to assess any potential conflicts of interest and the independence of any such adviser prior to engagement, and (iii) approve the related fees and other retention terms of any such adviser.

Before selecting any compensation and benefits consultant, independent legal counsel or other adviser, the Compensation Committee takes into account all factors relevant to that adviser’s independence from management, including the following six factors:

Nominating and Governance Committee

The Nominating and Governance Committee is responsible for all matters relating to our corporate governance. These responsibilities include the development and recommendation to the Board of a set of corporate governance principles, selection, qualification and nomination of the members of our Board and nominees to our Board, and administration of our Board’s evaluation process. Each of the members of the Nominating and Governance Committee is independent within the meaning of the NYSE listing standards and our Corporate Governance Guidelines.

In identifying and considering possible candidates for election as a Director, the Nominating and Governance Committee reviews the credentials of potential Director candidates (including potential candidates recommended by stockholders), conducts interviews, and makes formal recommendations to the Board for the annual and any interim election of Directors. In making its recommendations, pursuant to the Corporate Governance Guidelines, the Nominating and Governance Committee considers a variety of factors, including past Board committee and stockholder meeting attendance and performance; length of Board service; personal and professional integrity, including commitment to the Company’s core values; relevant experience, skills, qualifications and contributions that the existing Director brings to the Board; and independence under applicable standards. The Nominating and Governance Committee may also consider such other factors as it deems appropriate in the best interests of the Company and its stockholders.

The Nominating and Governance Committee and the Board consider a diverse group of experiences, characteristics, attributes, and skills, including diversity in gender, ethnicity, race, cultural background, and age, in determining whether an individual is qualified to serve as a Director of the Company. The Board does not maintain a formal policy regarding diversity. However, the Nominating and Governance Committee and the Board also consider the composition of the Board as a whole in evaluating whether a particular individual should serve on the Board, as the Board seeks to comprise itself of members which, collectively, possess a range of relevant skills, experience, and expertise.

20

Table of Contents

The Nominating and Governance Committee will consider potential candidates recommended by stockholders, current Directors, our officers, employees, retained search firms and others. The Nominating and Governance Committee will use the above enumerated factors to consider potential candidates regardless of the source of the recommendation. Stockholder recommendations for Director nominations may be submitted to the Secretary of the Company at 8834 Mayfield Road, Chesterland, Ohio 44026, and they will be forwarded to the Nominating and Governance Committee for consideration, provided such recommendations are accompanied by sufficient information to permit the Nominating and Governance Committee to evaluate the qualifications and experience of the potential candidates. Recommendations should include, at a minimum, the following:

Stockholders who desire to nominate a proposed nominee for Director at an annual meeting must also comply with the requirements set forth in our By-Laws concerning such nominations.

Board Meetings

Our Board held seven meetings during the fiscal year ended December 31, 2016. No Director, during the fiscal year ended December 31, 2016, attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board held during the period that the Director served and (ii) the total number of meetings held by committees of the Board on which the Director served, during the period that the Director served, except for Mr. Fisch who attended approximately 70% of such meetings.

21

Table of Contents

Directors are expected to attend Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities.

Independent Directors Meetings

Each of the Directors, other than Jenniffer D. Deckard, is a non-management Director. Each of the non-management Directors, except Charles D. Fowler, was independent within the meaning of the NYSE listing standards and our Corporate Governance Guidelines during fiscal 2016. As of May 24, 2016, which is the date that the three-year period expired for purposes of determining independence of former chief executive officers under the NYSE listing standards, Mr. Fowler is classified as independent within the meaning of the NYSE listing standards and our Corporate Governance Guidelines. The Company’s independent Directors meet in executive session at each regularly scheduled Board meeting with Matthew F. LeBaron, our Board Chairman, presiding over the meetings.

Structure of the Board of Directors

Our Board has no policy with respect to the separation of the offices of Chairman and CEO. As set forth in our Corporate Governance Guidelines, our Board believes that this issue is part of the succession planning process and that it is in the best interests of the Company for the Board to make a determination regarding this issue each time it elects a new CEO. Currently, Jenniffer D. Deckard serves as our CEO, and Matthew F. LeBaron serves as our Board Chairman.

Role in Risk Oversight

Risk is inherent in any business and our executive officers are responsible for the day-to-day management of risks that we face. Our Board, on the other hand, has responsibility for the oversight of risk management. In its risk oversight role, our Board has the responsibility to evaluate the risk management process to ensure its adequacy and that it is implemented properly by management. Our Board believes that full and open communication between management and the Board is essential for effective risk management and oversight.

Each committee of the Board assists the Board in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee is designed to assist the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls, cybersecurity and compliance with legal and regulatory requirements. The Compensation Committee is designed to assist the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs, including overseeing our compensation-related risk assessment described further below in this Proxy Statement. The Nominating and Governance Committee is designed to assist our Board in fulfilling its oversight responsibilities with respect to the management of risks associated with the organization of our Board and its membership and structure, succession planning for Directors and executive officers, and corporate governance, including the annual monitoring of corporate governance issues, administering regular self-evaluations of the Board and its committees, and reviewing potential conflicts of interest. Each of these committees’ reports back to the full Board regarding activities and matters discussed and reviewed at the committee’s meetings.

Succession Planning

The Company actively engages in succession planning in order to assure that it has sufficient depth and breadth of executive talent.

Communications with the Board of Directors

Stockholders and other persons may communicate with our Board, any committee of our Board, the Chairman of the Board or any other Director in particular. Written communications must be submitted in an envelope marked “Stockholder Communication with Directors” c/o Secretary, Fairmount Santrol Holdings Inc., 8834 Mayfield Road, Chesterland, Ohio 44026.

All communications received in accordance with these procedures will be reviewed initially by our General Counsel, who will relay all such communications (or a summary thereof) to the appropriate Director or Directors unless he determines that such communication:

22

Table of Contents

In the alternative to the procedures outlined above, any stockholder or interested party may report any suspected misconduct confidentially through our compliance hotline. Information regarding our compliance hotline is available on our website, www.fairmountsantrol.com.

Attendance at Annual Meetings of Stockholders

Directors are encouraged to attend the Annual Meeting.

Compensation-Related Risk Assessment

The Compensation Committee considers risks related to the attraction and retention of talent and risks relating to the design of compensation programs and arrangements affecting executive officers and employees. Our compensation programs reward outstanding performance, and do not encourage excessive risk taking on the part of our executive officers and employees. After considering the Company’s compensation program as a whole and receiving the input of the Compensation Committee, we have concluded that risks arising from our compensation policies and practices applicable to our employees are not reasonably likely to have a material adverse effect on the Company. In reaching that conclusion, we considered, among other things, the general performance-based philosophy of our compensation program, the material consistency of our compensation structure throughout all key employee levels of the Company, the balance of long and short term components of compensation, and the Company’s risk profile generally.

23

Table of Contents

Compensation Discussion and Analysis

Introduction

In this Compensation Discussion and Analysis, or CD&A, we describe our executive compensation framework, including our philosophy, objectives and design, our compensation setting process, our executive compensation program components, and the decisions made in 2016 with respect to the compensation of each of our named executive officers. The following disclosure also gives context for the data we present in the compensation tables below and the narratives that accompany the compensation tables.

The following individuals are our named executive officers for 2016, as that term is defined by the SEC.

Our Business

For nearly 40 years, we have been a pioneer in the development of sand-based solutions for industrial markets. We have become one of the world’s largest suppliers of sand-based proppant used by oil and gas Exploration & Production (E&P) companies to enhance productivity. Our operations are organized into two segments based on the primary end markets we serve: (i) Proppant Solutions and (ii) Industrial and Recreational (I&R) Products. Our Proppant Solutions segment provides one of the broadest product ranges available in the market today, including high quality sand and a variety of sand-based coated proppants for use in hydraulic fracturing operations throughout the U.S. and Canada, Argentina, Mexico, China, northern Europe and the United Arab Emirates. Our I&R Products segment provides raw, coated, and custom blended sands to the foundry, building products, glass, turf and landscape and filtration industries primarily in North America. Our Proppant Solutions and I&R Products businesses are effective complements to each other — in terms of both products and market dynamics. The product mixture between the two is complementary and allows us to better leverage our asset base and increase operational efficiencies. In 2016, our Proppant Solutions business comprised 78% of total company volumes and our I&R business comprised 28% of total company volumes. We manage our business with the long-term fundamental objective of creating and maximizing value for our stockholders. For more information about our business, please see our Annual Report on Form 10-K filed with the SEC on March 9, 2017.

2016 Performance

In 2016, Fairmount Santrol continued to navigate one of the most severe downturns in the oil and gas markets in our history. The primary market we serve through our Proppant Solutions segment remained volatile as oil prices and average rig counts rapidly declined to their lowest levels in decades during the first half of the year. At the onset of the downturn, we established key strategic initiatives to help us navigate through the challenges and to position the Company to benefit from an eventual recovery. Using a phased approach, we enhanced efficiencies, reduced spending, and managed liquidity while continuing to make selective investments to strengthen our long-term key differentiators and value creators. In the first half of 2016, we continued projects we began in the previous year to enhance efficiencies throughout our organization and better align our cost structure with market conditions by consolidating our operations into a more cost-effective footprint, reducing spending across all cost categories, leveraging our terminal network and unit train capabilities and renegotiating railcar leases and purchase commitments. During the second half of 2016, we improved liquidity and strengthened our balance sheet by completing equity offerings and reducing debt. In light of the continued challenging economic environment, our results show that we made significant progress on our key strategic initiatives during the year.

24

Table of Contents

Highlights of our key strategic initiatives and progress include:

As a result of our total combined efficiency and cost reduction initiatives, we reduced both our production costs and overall SG&A expenses by approximately 40% from their 2014 peak, and we continually strive to make our business more competitive and efficient.

These funds enabled us to reduce our term debt levels by over $380 million. This reduction in debt is expected to generate savings of approximately $10 million in cash interest payments in 2017 and eliminated all significant term debt maturities prior to 2019.

In the second half of the year, we began to see early signs of improvement in oil and gas market fundamentals. A rebound in the price of oil helped drive increases in rig counts, which together with the continued rise in proppant intensity per well, helped to strengthen demand for proppant and begin the stabilization of pricing for certain types of proppant in certain regions. These market trends led to strong growth for our Proppant Solutions business in the second half of 2016, with volumes up 28% over the first half of the year, bringing us to total 2016 volumes that compared positively to both 2015 and overall 2016 proppant markets.

In 2016, our I&R Products segment shipped record volumes, posting overall growth of 9%, highlighted by our Glass and Building Products businesses, which combined to show strong double-digit volume growth. The segment’s volume growth was fueled by broad-based demand from existing customers and the addition of new customers. In addition, the I&R segment out performed prior-year profit levels, driven primarily by overall volume growth and the impact of increased value-added product sales. We expect that the strategic investments we made in 2016 in new Foundry and Building Products offerings should help the overall I&R Products business build upon this positive momentum in 2017. These strong results demonstrate how our commitment to I&R customers has served us well throughout the recent downturn in oil and gas markets.

For the Company as a whole in 2016:

25

Table of Contents

Although our overall financial performance for 2016 compared unfavorably with 2015, we were pleased with the progress we made during the year and the results we experienced with the uptick in demand in our Proppant Solutions business during the second half of the year. We believe management’s effective execution of our key strategic initiatives helped us manage through the downturn. As a result of these actions, our balance sheet is stronger, we have enhanced our operational efficiency and financial flexibility, and we are moving forward in a stronger position.

2016 Executive Compensation Highlights

Our pay for performance philosophy supports our long-term fundamental objective of creating and maximizing value for our stockholders by rewarding performance. We designed our executive compensation program based on this pay for performance philosophy around the objectives to attract, motivate and retain executive talent by rewarding performance aligned with stockholder interests.

Our Compensation Committee evaluated compensation for 2016 with an eye toward balancing retention of key executive officers with our pay for performance principles and anticipated costs to the Company. As such, 2016 target total direct compensation consists of base salary, annual incentive bonus, and long-term incentive compensation in the form of stock options and both service- and performance-based RSUs. The Compensation Committee believes this combination of elements of compensation is the appropriate mix to motivate future performance, drive Company results and retain executive officers. Our named executive officers’ annual bonuses were based on the achievement of a combination of specified earnings before interest, taxes, depreciation and amortization before non-cash stock-based compensation and certain other adjustments (“EBITDA”), sustainable development and cash-on-hand/short-term debt maturity goals, which, in our view for 2016, best served the long-term interests of our stockholders. In 2016, we adjusted our annual incentive metrics for payment of bonuses to include 40% of each executive’s bonus opportunity to cash on hand to recognize the importance of managing liquidity effectively in light of the operating environment we faced and reward improvements to our balance sheet. Of the total targeted annual incentive compensation, the remaining 60% of each executive’s bonus opportunity tied to results for EBITDA and sustainable development goals. In order for any named executive officer to receive any bonus payment as a result the achievement of sustainable development goals, annual EBITDA results needed to exceed a specific threshold.

26

Table of Contents

The Compensation Committee, upon management’s recommendations, took steps during the year to further align our executive compensation practices with the key strategic initiatives and the long-term interests of our stockholders to manage through the downturn as well as to position the Company for the future. To achieve these goals, the Compensation Committee took the following actions with respect to our executive officers’ compensation in 2016:

27

Table of Contents

Overall, we believe our executive compensation program continues to reflect financial performance and represents shareholders’ interests in a responsible and reasonable manner. In 2016, financial results were down reflecting the challenging operating environment. Those results, in turn, produced bonuses and cash compensation levels that were well below target levels. Further, salaries weren’t increased, minimal changes were made to target bonus opportunities and target LTIP values reflected a lower stock price.

Compensation Framework

Our executive compensation program is focused on promoting overall performance and maximizing long-term stockholder value. We expect our executive team to possess and demonstrate strong leadership and management capabilities in line with our mission and core principles. To reward and retain our leaders, including our named executive officers, we have designed a total compensation approach that rewards both short-term and long-term success, based on value creation and sustainable corporate growth for our stockholders. Overall, our executive compensation program is structured to align the financial interests of our executive officers and our stockholders by encouraging and rewarding our executive officers for performance that achieves or exceeds significant financial and operational performance goals and by holding them accountable for results. The Compensation Committee and management regularly review those programs to make sure they are meeting the business challenges to achieving our growth and value creation goals.

Philosophy

We are focused on our mission to exceed all expectations while fulfilling our economic, social, and environmental responsibilities. We rely on these core principles to unite us in our vision of sustainability: ethics, safety, leadership, total quality, environmental stewardship, empowerment, personal excellence, celebration/fun, continuous improvement, health and wellness, teamwork/shared ownership and social responsibility.

We need a highly talented team of executives who believe in our mission and principles. In structuring our executive compensation packages, our Board and our Compensation Committee consider how each component of compensation promotes retention, motivates executive performance and furthers our mission. We believe that to attract and retain high quality senior executives, we must provide them with a competitive level of compensation that rewards their outstanding contributions and commitment. We also believe that performance- and equity-based compensation play a significant role in aligning the interests of management with the long-term interests of our stockholders.

To ensure our executive compensation is an effective tool to attract, motivate and retain executive talent, our Board defined the Company’s philosophy with respect to our named executive officers’ pay position to be relative to executives with similar positions at companies within our compensation peer group. The Compensation Committee and management determined an appropriate pay philosophy for the Company:

Our Compensation Committee reaffirmed this philosophy in connection with its annual executive compensation program review in 2016. We target the general industry’s 50 ^th and 75 ^th percentile range based on findings that show target pay in the oil & gas industry appears to be greater than that for a general industrial company similar to our size. Accordingly, our pay philosophy positions us near the oil and gas industry’s median.

Currently, the target compensation levels for our named executive officers, except our CEO, approximates market median. Almost all of our named executive officers receive salaries within 15% of market median. Target bonus multiples are generally in the market’s top quartile, positioning our target cash compensation in the market’s second quartile (between the 50th and 75th percentiles) . Target long-term equity incentive values approximate medians, positioning target direct pay slightly above market. Currently, the target compensation for our CEO is below the targeted pay position. As a result, the Compensation Committee may consider approaches to bring the compensation of our CEO in line with our philosophy in a responsible and reasonable timeframe and manner.

28

Table of Contents

Objectives

Our compensation programs for our named executive officers are built to support the following objectives:

To align pay with the interests of our stockholders, we strive to create competitive compensation packages that cultivate long-term value creation without taking unnecessary risks. We believe that a combination of both short-term and long-term compensation creates an optimal pay-for-performance environment. We motivate and reward our executive officers for successfully executing our mission and for achieving annual strategic targets. The compensation program for our executives has been designed to emphasize variable pay over fixed pay and to reward long-term achievement.

We support our objectives through an executive compensation program that includes a mix of fixed and at-risk compensation, which is intended to motivate our executives to exceed our goals and reward them in a manner that is commensurate with their levels of achievement. Our short-term incentive plan is designed around clear, concise, effective and measurable performance indicators that we believe are directly linked to value creation and sustainable corporate growth. In addition, our executive compensation program includes a significant equity-based component. We believe that equity compensation offers the best vehicle to focus our executive officers on our mission and the achievement of our long-term strategic and financial objectives, and to align our executive officers with the long-term interests of our stockholders. In 2016, we granted equity awards with performance- and service-based vesting conditions where the commencement of vesting is deferred until a date some years in the future. In September 2015, the Compensation Committee restructured our long-term incentive program so that equity awards granted in 2016 included PRSUs in addition to stock options and time-vested RSUs to help drive Company performance, to focus the leadership team on ensuring the long-term viability of the Company and provide an incentive to outperform the performance peer group over the three-year performance cycle. The PRSUs are measured and earned on three years of performance, cliff vest after the end of the performance period, based on the level of achievement, and are payable in unrestricted stock after completion of the performance period. The performance measure is a calculation of return on invested capital against our performance peer group.

29

Table of Contents

Overview of Executive Compensation Practices.

Our compensation programs, practices and policies are reviewed and evaluated on an ongoing basis. We modify our compensation programs to address evolving best practices and changing regulatory requirements. We list below some of the more significant best practices we have adopted and the practices we have avoided, which we believe promote responsible pay and governance principles and alignment with shareholder interests.

Role of the Compensation Committee

The Compensation Committee is responsible for overseeing all aspects of our executive compensation programs, including executive salaries, payouts under our annual bonus plan, the size and structure of equity awards, and any executive perquisites. The Compensation Committee is solely responsible for annually reviewing and determining the compensation of our CEO, and reviews and approves compensation of other executive officers.

The Compensation Committee Charter requires the Compensation Committee to oversee the Company’s compensation programs and, in consultation with the CEO, develop and recommend to the Board an appropriate compensation and benefits philosophy and strategy for the Company. The Compensation Committee Charter is available on our website at www.fairmountsantrol.com.

Historically, since we were a privately held company our Compensation Committee and our Board had approved executive compensation matters. In 2014, in connection with our initial public offering, for example, the Board adjusted our named

30

Table of Contents

executive officers’ salaries, established their 2014 annual bonus opportunities and granted equity awards to them. Since then, the Compensation Committee’s role has been to oversee our executive compensation arrangements, while the Board’s role generally involves reviewing and approving certain recommendations made by the Compensation Committee.

Role of Management in Determining Compensation

In setting compensation for 2016, our CEO and members of our human resources group, worked closely with the Compensation Consultant and the Compensation Committee. These members of management often attended meetings of the Compensation Committee to provide an analysis of market compensation data. In addition, our General Counsel typically attends meetings of the Compensation Committee to present information, record minutes and answer applicable questions. Our CEO made recommendations to the Compensation Committee regarding compensation and annual bonus goals for our executive officers (other than themselves) because of their daily involvement with our executive team. No executive officer participated directly in the final deliberations or determinations regarding his or her own compensation package.

Comparative Framework

The Compensation Committee utilizes a peer group for pay and performance benchmarking to evaluate whether executive officer pay levels are aligned with Company performance on a relative basis. The Compensation Committee has identified (i) a compensation peer group for executive officer pay benchmarking, which we refer to as our compensation peer group, and (ii) a performance peer group for payment of long-term incentive performance-based awards, which we refer to as our performance peer group. The Compensation Committee primarily identifies public companies that are of comparable size or scale (based on revenue, market capitalization, total assets, enterprise value and number of employees) and operating in the oil and gas field services or basic materials industries. The identity of the companies included in both of our peer groups is adjusted from time to time to reflect the impact of mergers, acquisitions, or other significant events to ensure the reference companies continue to meet the established criteria for comparison.

Compensation Peer Group

We initially selected a compensation peer group in 2014 as part of our transition from a privately held company to a publicly held company. The Compensation Committee retained Pay Governance LLC, an independent compensation consulting firm, to conduct a compensation benchmark study. Pay Governance LLC reviewed and evaluated our compensation packages for our key officers as compared to the levels of compensation being offered by companies that operate businesses similar to that of the Company. Pay Governance LLC reviewed both published survey and peer group proxy statement data to determine competitive pay levels for the executives for the following elements of compensation: base salary, bonuses (including actual and target annual bonuses, but excluding bonus payments to executives for one-time, non performance-based awards), long-term incentive opportunity, actual total direct compensation (the sum of base salary, actual annual bonuses and long-term incentive opportunity) and target total direct compensation (the sum of base salary, target annual bonuses and long-term incentive opportunity).

In 2015, the Compensation Committee approved a revised compensation peer group, with input from management and Pay Governance LLC, to better align with the above criteria. The following compensation peer group focuses on companies operating in the oil and gas field services or basic materials industries with revenue of 0.5x to 2.0x our 2014 revenue of $1.4 billion based on the latest available full-year financial data for the Company and prospective peer group companies. Each member is also a publicly traded reporting company.

To reflect changes in our capital structure and make adjustments resulting from the continuing turbulent economic environment, the Compensation Committee, based on the recommendation of management and Pay Governance LLC, updated the

31

Table of Contents

compensation peer group used for executive pay benchmarking. Effective January 2017, after considering the criteria used by proxy advisory firms and significant changes to certain peer group companies since last year, including pending bankruptcies and significant changes in revenues, the Compensation Committee updated the peer group by removing Tronox Limited, Granite Construction, Martin Marietta Materials and C&J Energy Services Inc. and adding Summit Materials and Pioneer Energy Services.

Performance Peer Group

In 2016, the Compensation Committee with input from management and Pay Governance LLC approved a broader performance peer group against which to measure our LTIP performance. Our performance peer group is comprised of certain peer companies included in our compensation peer group plus additional companies that are primarily engaged in the oil and gas field services or basic materials industries. Based on input from Pay Governance LLC and management, the Compensation Committee reviewed and selected additional peer group companies for inclusion in our performance peer group that are comparable to us. We believe a larger performance peer group eliminates some of the outliers in terms of extreme positive or negative performance. In 2016, the companies in the performance peer group consisted of:

Effective January 2017, after considering the criteria used by proxy advisory firms and significant changes to certain peer group companies since last year, including pending bankruptcies, the Compensation Committee updated the peer group by removing C&J Energy Services, Inc., FMC Technologies, Inc., Hercules Offshore, Inc., and Seventy Seven Energy Inc.

Elements of Compensation

Our named executive officer compensation program for fiscal 2016 included three main elements:

Pay Mix

We use these particular elements of compensation because we believe that they provide a balanced mix of fixed compensation and at-risk compensation that produces short-term and long-term performance incentives and rewards. With this balanced portfolio, we provide the executive with a base salary while motivating the executive to focus on the business metrics that will produce a high level of performance and provide the executive with additional compensation through short- and long-term incentives.

32

Table of Contents

Total Direct Compensation

The target compensation of our named executive officers is based on principles of our executive compensation program with rewards for performance. We have three elements of total direct compensation: base salary, annual incentives and long-term incentives, which are described below. We also provide standard health and retirement plans and limited perquisites. The resulting mix illustrated below is the result of our pay philosophy and external market data and is not reflective of any desired outcome on the part of management or the Compensation Committee.*

33

Table of Contents

Base Salary

We pay annual base salaries to provide a fixed base of cash compensation to our named executive officers for their services to us during the year. The Compensation Committee believes base salaries are a necessary element of compensation in order to attract and retain highly qualified executive officers. Base salary is further influenced by internal pay equity and market benchmarks and trends.

The Compensation Committee reviews base salaries for our executive officers at least annually and may adjust them from time to time. Adjustments to salaries may be made taking into consideration the specific roles and responsibilities and individual performance of our named executive officers on a day-to-day basis during the year as well as market pay levels and trends around merit increases. We have gradually increased base salaries for certain of our executive officers with the goal of bringing salaries closer to the median of the companies listed in our compensation peer group over time. As a countermeasure to address the difficult economic conditions we faced in 2016, management recommended, and the Compensation Committee determined to make, no upward adjustments to the named executive officers’ salaries in 2016.

In connection with his service as Executive Vice President and CFO, Mr. Biehl receives an annual base salary of $440,000 in line with market median of CFOs in our compensation peer group.

Effective January 1, 2017, the Compensation Committee approved base salary increases in line with our pay philosophy and broad market trends as follows: 11% for Ms. Deckard, 7% for Mr. Clancey, 5% for Mr. Richardson, and 3% for Messrs. Biehl and Magaud.

Annual Bonus

Overview

The goal of our annual bonus program is to incentivize our employees and executives to achieve certain performance objectives. Our Compensation Committee works with our CEO to establish a target bonus for each of our named executive officers. Our Compensation Committee establishes the target bonus level for our CEO. The amount of that target bonus actually paid to each named executive officer in any given year is dependent upon the extent to which we achieve the performance objectives established under the annual bonus program for that year.

34

Table of Contents

We hold our named executive officers accountable for our performance and for executing key strategic initiatives by tying a major portion of their compensation to the achievement of annual and multi-year performance objectives. This accountability includes setting what we believe to be “stretch” goals. The achievement of these goals requires exceptional performance, especially when the external environment changes. This tight connection between financial performance and compensation contemplates that in years like this past year, when the targets are not fully achieved, our named executive officers do not receive their total targeted cash compensation including their goal-targeted incentives. When performance meets or exceeds the goals that drive shareholder value however, our compensation philosophy rewards our named executive officers accordingly.

2016 Annual Bonus Targets

The target for annual bonuses established by our Compensation Committee for our named executive officers with respect to 2016 performance for Ms. Deckard and Messrs. Biehl and Clancey was 100% of base salary, for Messrs. Richardson and Magaud was 75% of base salary and for Mr. Barrus was 45% of base salary. The target for Mr. Clancey’s annual bonus increased from 75% to 100% to recognize the additional scope of his role since he assumed primary responsibility in early-2016 for additional function areas of Engineering and Quality.

2016 Annual Bonus Metrics

For 2016, our named executive officers’ annual bonuses were based on the achievement of specified EBITDA, sustainable development and cash on hand metrics. In our view, the combination of these elements best represented the long-term interests of our stockholders. The relative weighting of these performance metrics is established by the Compensation Committee after reviewing recommendations from the management team, and, for 2016, was as follows:

EBITDA

We believe the use of EBITDA as a performance metric helps to improve stockholder value because it focuses our management on profitability. Before the beginning of each year, the Board works with our management team to establish our budget for the next year. As part of the budget approval process, our Board approves the threshold level of EBITDA that will result in any payment with respect to the EBITDA performance metric as well as the performance percentage applicable to varying levels of EBITDA performance above and below that threshold level for the upcoming year. At the end of each year the Compensation Committee works with management to approve their determination of the performance percentage achieved based on our actual EBITDA performance as compared to the established metrics. The named executive officers must generally be employed on the last day of the applicable year in order to receive payment.

In 2016, our target goal for EBITDA was approximately $85 million with a threshold level set at approximately $65 million . This level of achievement was not met, and as a result, none of the named executive officers earned the EBITDA component of their annual bonus.

Of the total targeted annual incentive compensation, 60% of each executive’s bonus opportunity tied to results for EBITDA and sustainable development goals. In order for any named executive officer to receive any bonus payment as a result the achievement of sustainable development goals, annual EBITDA results has to exceed a specific threshold. Our 2016 EBITDA results did not meet the threshold level, resulting in no bonus payments tied to the accomplishment of either EBITDA or sustainable development.

Cash on Hand

In response to the continuing downturn in the primary market we serve and to further our key strategic initiative to manage liquidity, we revised one of our annual incentive metrics for 2016. For 2015, our named executive officers’ annual bonuses were

35

Table of Contents

based on the achievement of specified EBITDA, sustainable development and Net Debt goals. For 2016, our named executive officers’ annual bonuses were based on the achievement of specified EBITDA, sustainable development and cash on hand goals. Our plan continued to focus on key corporate objectives but also included cash on hand to cover short-term debt maturities to recognize our need to manage liquidity during a challenging economic environment.

In 2016, our target goal for cash on hand was an amount of cash required to cover our 2017 debt maturities . The achievement of cash on hand goal was capped at 100% of this objective.

Our cash-on-hand results were met resulting in payment of 40% of each named executive officer’s target bonus opportunity.

Sustainable Development

The remaining balance of the annual bonuses for our named executive officers was tied to the achievement of thirteen Company-wide sustainable development goals. We believe that our sustainable development goals improve both stockholder value as well as relations with our other stakeholders, such as our employees, business partners and the communities in which we do business. Our dedication to the safety and wellness of our employees and our communities as well as to our environmental stewardship is reflected by the fact that a portion of our named executive officers’ annual bonuses are tied to company-wide sustainable development goals.

Sustainable development objectives are set at the beginning of the year by each of our thirteen sustainable development teams and approved by the Sustainable Development Advisory Committee. Following the end of the year, each of those teams calculates the percentage of their sustainable development objective that was achieved during the year and submits that analysis to our Sustainable Development Advisory Committee, which reviews and analyzes performance against each goal. Once the performance percentages have been reviewed and approved, all thirteen team performance percentages are averaged to calculate the total sustainable development performance percentage. For 2016, each of the thirteen sustainable development performance percentages were capped at 110% of objective, with a floor of 0% of each objective, as is the overall sustainable development performance percentage. The overall sustainable development performance percentage is then presented to and approved by the Compensation Committee. The achievement levels were measured across all thirteen goals and 20% of each named executive officer’s annual bonus was based on the average level of achievement among the goals contingent upon the Company meeting a certain EBITDA threshold of approximately $65 million. The following table lists our sustainable development teams. The average level of achievement for goals established across the thirteen teams was 99% of the target amount of the sustainable development component of our annual bonus.

The achievement of the sustainable development goal was capped at 100% of this objective. In addition, payment of the sustainable development component was contingent on the EBITDA threshold of approximately $65 million, which was not met.

36

Table of Contents

2017 Annual Bonus Metrics

For the 2017 annual bonus year, the Compensation Committee replaced the performance measure involving the Company’s cash-on-hand performance measure, consistent with the liquidity goals for management, to working capital as a percent of revenues consistent with both the financial and operational goals for management. The weighting of the performance measures in 2017 will be 60% EBITDA, 20% working capital as a percent of revenues and 20% sustainable development goals.

Equity Compensation

We use equity incentive awards available under the Long Term Incentive Plan to retain executives and other key employees and achieve the following additional goals:

Our current intention is to achieve these goals by making annual awards to our executive officers and other key employees, using a combination of stock options and stock settled service- and performance-based RSUs.

In 2016, the recommended form of grants that struck a balance between all three elements and were comprised of the following based on target grant value:

Stock Options

Stock option awards are intended to retain and reward executives for stock performance and achievement of specified performance goals. Stock options are granted with an exercise price of no less than the fair market value of our Common Stock as of the date of grant and have a ten-year term. The options granted before March 1, 2016 fully vest on the fifth anniversary of the grant date, but one-third of the option may accelerate in vesting each year of the period if annual/cumulative performance goals are met, based on EBITDA targets. If the performance goals are not met, then the options will fully vest at the end of the five-year period as long as the executive is an employee of the Company or has retired (i.e. voluntary termination upon attaining age 55 and providing at least 10 years of service). Due to the introduction of PRSUs (as described below), the stock options granted after March 1, 2016 will not include performance goals that result in accelerated vesting and will vest ratably over three years.

RSUs

Awards of RSUs also help us in retaining and rewarding our named executive officers. Each RSU entitles the holder to receive one share of our Common Stock upon the unit’s vesting. The RSUs granted before March 1, 2016 will fully vest on the sixth anniversary of the grant date. If certain cumulative EBITDA targets are achieved by year four or year five, then the RSUs will accelerate and fully vest upon such achievement. Due to the introduction of PRSUs (as described below), the RSUs granted after March 1, 2016 will not include performance goals that result in accelerated vesting and will vest ratably over four years as long as the executive is an employee of the Company or has retired (i.e. voluntary termination upon attaining age 55 and providing at least 10 years of service).

37

Table of Contents

PRSUs

In 2015, the Compensation Committee determined that it would add PRSUs to the mix of equity awards granted in 2016. The PRSUs are measured and earned on three years of performance, cliff vest after the end of the performance period, vest based on the level of achievement, and are payable in unrestricted stock after completion of the performance period. Each vested PRSU will entitle the grantee to receive one share of our Common Stock.

In selecting performance measures for the performance share units, the Compensation Committee determined, in consultation with Pay Governance, that the LTIP should provide rewards for successful, profitable growth over a three-year time horizon and that the best way to measure our success was through relative performance versus an expanded peer group of similarly situated organizations, or our performance peer group. For PRSUs granted in 2016, the payouts will be based on average return on invested capital (ROIC). ROIC is determined by dividing our annual operating income by our invested capital. All relative performance measures are determined by using published financial information in each peer company’s annual report that reflects results during the performance period. PRSU awards are leveraged with payouts of 0%, 100%, and 200% at threshold, target, and maximum, respectively. Threshold payouts are earned for 25th percentile performance, target at 50th percentile performance, and maximum at 75th percentile performance or greater (when compared to the performance of our peer group), and amounts are pro-rated between 25% and 200% payouts based on pro-rated performance. Straight line interpolation will be used to determine results if actual performance falls between specified percentiles. Further, if average ROIC does not achieve at least 25th percentile performance, no awards will be earned.

In 2016, the Compensation Committee chose to use ROIC as the performance metric for PRSU payout – a key metric that aligns with our commitment to stockholders to improve both capital spending and working capital management, ensuring that we continue to improve the efficiency of our asset base.

Timing of Equity Grants

Pursuant to a policy adopted by the Compensation Committee in 2015, the effective grant date for annual grants of equity-based awards to existing officers, employees and consultants will be made on March 1 ^st of each year. Grants of equity-based awards to new hires or for promotions, retention or purposes other than annual or other broad-based Company-wide grants shall be approved at regularly scheduled meetings of the Compensation Committee, which are typically set at least nine months in advance. The grant date of new-hire, promotion or other awards shall be (i) the date the award is approved by the Compensation Committee or (ii), to the extent an award has been granted pursuant to the authority delegated to the CEO, the 10th day of the month following the month during which the recipient’s employment, promotion or recognition commenced, as applicable. All stock option awards to named executive officers are granted with an exercise price equal to the fair market value of the underlying Common Stock on the date of grant. The Compensation Committee does not grant equity compensation awards in anticipation of the release of material nonpublic information. Similarly, we do not time the release of material nonpublic information based on equity award grant dates.

Executive Change in Control Severance Plan

The Compensation Committee adopted and approved an Executive Change in Control Severance Plan, effective as of January 1, 2016 (which we refer to as the “CIC Plan”), as part of its ongoing review of our executive compensation program and to continue aligning our compensation program with market practices for a publicly held corporation. Executives selected by the Compensation Committee will be eligible to participate in the CIC Plan. The Compensation Committee adopted the CIC Plan to reflect market practice, create consistency across our compensation arrangements and formalize a severance policy for a group of our executives. Generally, the CIC Plan provides that a participant would receive a severance payment equal to two times (or three times in the case of Ms. Deckard) his or her base salary and annual bonus target plus a prorated annual bonus based on target level achievement if the Company (or its successor) terminates his or her employment without cause, or he or she terminates employment for good reason, within a two-year period following a change in control of the Company. The material terms of the CIC Plan are provided in the section titled “Other Potential Post-Employment Compensation” below.

Stock Ownership Guidelines for Executive Officers and Directors

We adopted stock ownership guidelines for our executive officers in September 2015. Under the stock ownership guidelines, certain executive officers are required to maintain the following minimum equity stakes:

38

Table of Contents

Participants may satisfy their ownership guidelines with Common Stock in the following categories, to the extent applicable:

Unexercised options and unearned performance shares are not counted toward meeting the guidelines.

Executives are expected to achieve targets within five years of the later of the date of the adoption of the stock ownership guidelines for executives or the date of assuming their positions. Each of our executive officers met the stock ownership guidelines as of December 31, 2016, or is within the grace period provided by the stock ownership guidelines to achieve compliance, as follows:

In May 2016, the Board established a minimum share ownership requirement to ensure that the interests of our Directors are aligned with the interests of our stockholders. Unaffiliated non-employee Directors (“Applicable Directors”), are expected to achieve targets within five years of the later of the date of the adoption of the stock ownership guidelines for Directors or the date of assuming their position. Each Applicable Director is required to own shares of Common Stock equal in value to the lesser of $375,000 or five times the annual Board cash retainer. Each of our unaffiliated non-employee Directors met the stock ownership guidelines as of December 31, 2016, or is within the grace period provided by the stock ownership guidelines to achieve compliance, as follows:

Clawback Policy

We adopted a clawback policy in 2016 that applies in the event we are required to prepare an accounting restatement under certain circumstances. Our clawback policy looks back over three years, and applies to all incentive compensation, including equity, and covers current and former officers and certain other key employees. The clawback policy requires repayment of the excess amount paid (i.e., what actually was received over that which should have been received given the restatement, as determined by the Board), and provides for Board or Compensation Committee discretion with respect to the cost and method of seeking recovery based on the facts and circumstances of any restatement.

39

Table of Contents

Other Benefits

Our named executive officers participate in various employee benefit plans that are generally available to all employees and on the same terms and conditions as with respect to other similarly situated employees. These include normal and customary programs for life insurance, health insurance, prescription drug insurance, dental insurance, short and long term disability insurance and matching gifts for charitable contributions. While these benefits are considered to be an important and appropriate employment benefit for all employees, they are not considered to be a material component of a named executive officer’s annual compensation program. Because the named executive officers receive these benefits on the same basis as other employees, these benefits are not established or determined by the Compensation Committee separately for each named executive officer as part of the named executive officer’s annual compensation package.

Executive Perquisites

We provide minimal perquisites to our named executive officers. Details regarding these perquisites and the value of all such benefits provided during 2016 are available in the notes to the column of the Summary Compensation Table entitled “All Other Compensation.”

Retirement Plans

We currently maintain a retirement plan intended to provide benefits under Section 401(k) of the Internal Revenue Code (the “Code”) where employees, including our named executive officers, are allowed to contribute portions of their base compensation and bonus payments to a tax-qualified retirement account. In 2016, we also maintained a defined contribution profit sharing plan for the benefit of all of our employees as well as a separate retirement restoration plan, which provides employees with non-qualified deferred compensation benefits that restore benefits that are reduced under our 401(k) Plan due to limitations imposed under the Code. See “Additional Narrative Disclosure –Retirement Benefits” for more information.

Tax Considerations

In the course of fulfilling its responsibilities, the Compensation Committee routinely reviews the impact of Section 162(m) of the Code, which disallows a tax deduction for certain compensation paid in excess of $1,000,000 to the CEO and the next three highest paid executive officers of the Company, excluding the CFO. The regulations under Section 162(m), however, except from this $1,000,000 limit various forms of compensation, including “performance-based” compensation. Although the Compensation Committee considers the impact of Section 162(m) when administering the Company’s compensation programs, the Compensation Committee does not make decisions regarding executive compensation solely based on the expected tax treatment of such compensation.

In order to maintain flexibility in designing compensation programs that retain key leaders, reward past performance, incentivize strong future performance and align executives’ long-term interests with stockholders, the Compensation Committee may deem it appropriate at times to forgo Section 162(m) qualified awards in favor of awards that may not be fully tax-deductible. See “Proposal Four” for more information.

Anti-Hedging and Anti-Pledging Policy

We prohibit our Directors, executive officers and other insiders from hedging their ownership of our Common Stock, including trading in options, puts, calls, or other derivative instruments related to our Common Stock or debt. Directors, executive officers and other insiders are prohibited from purchasing our Common Stock on margin. Borrowing against our Common Stock held in a margin account or pledging our Common Stock as collateral for a loan is strongly discouraged, is subject to various limitations, and requires pre-clearance from our General Counsel. This policy helps to assure that our named executive officers and other senior officers remain subject to the risks, as well as the rewards, of stock ownership.

40

Table of Contents