Form 4: Flotek CFO Awarded Equity and Performance Units

Flotek Industries' Chief Financial Officer, James Bond Clement, received grants of restricted stock units and performance-based restricted stock units.

Summary

• James Bond Clement, Chief Financial Officer of Flotek Industries Inc. (FTK), was granted 17,969 common shares in the form of restricted stock units (RSUs) on November 19, 2025.
• These RSUs will vest in three equal annual installments.
• Additionally, Mr. Clement was granted 26,953 Performance Based Restricted Stock Units (PRSUs) on November 19, 2025.
• Up to half of the PRSUs will vest based on the Company's Adjusted EBITDA meeting or exceeding certain thresholds during the performance period of January 1, 2026, to December 31, 2026, subject to continued employment through December 31, 2027.
• The remaining half of the PRSUs will vest based on the Company's total shareholder return relative to the Russell 2000 Index-Oil Equipment and Services, measured over a performance period from January 1, 2026, through December 31, 2027.
• Following these transactions, Mr. Clement beneficially owns 118,570 common shares and 26,953 derivative securities in the form of PRSUs.

Sentiment

Score: 6

Explanation: The grant of restricted stock units and performance-based units to the CFO aligns management's interests with shareholder value creation, which is generally viewed positively. This is a routine compensation disclosure rather than a significant operational or financial announcement.

Positives

• The grant of restricted stock units and performance-based units to the Chief Financial Officer aligns management's interests with shareholder value creation.
• Performance-based vesting conditions incentivize the CFO to achieve specific financial and market performance targets.

Risks

• The vesting of performance-based restricted stock units is contingent on the Company's Adjusted EBITDA and total shareholder return meeting specific thresholds, meaning the full award may not be realized if performance targets are not met.
• Continued employment through December 31, 2027, is required for a portion of the PRSUs to vest, posing a risk of forfeiture if employment ceases.

Future Outlook

The grants of performance-based restricted stock units indicate a forward-looking compensation strategy tied to the company's Adjusted EBITDA performance in 2026 and its total shareholder return relative to an industry benchmark through 2027. The vesting schedules for both RSUs and PRSUs extend into future years, aligning the CFO's incentives with long-term company performance.

Industry Context

The use of the Russell 2000 Index-Oil Equipment and Services as a benchmark for the performance-based restricted stock units indicates that Flotek Industries is tying executive compensation to its relative performance within its specific industry sector, reflecting a focus on competitive positioning and shareholder returns within the oil equipment and services market.

Comparison to Industry Standards

• The performance-based restricted stock units are benchmarked against the Russell 2000 Index-Oil Equipment and Services, a standard index for small-cap companies in the oil and gas sector. This aligns executive incentives with the performance of comparable companies in the industry.
• Tying a portion of executive compensation to Adjusted EBITDA is a common practice in the industry to incentivize operational profitability and efficiency.

Stakeholder Impact

• Shareholders: The equity grants align the Chief Financial Officer's financial interests with those of shareholders, potentially leading to more focused efforts on increasing shareholder value through operational performance and stock appreciation.
• Employees: The compensation structure for a key executive may influence overall compensation philosophy and morale within the company, though this filing specifically details only the CFO's grant.

Next Steps

• Evaluation of the Company's Adjusted EBITDA performance during the January 1, 2026, to December 31, 2026, period for PRSU vesting.
• Measurement of the Company's total shareholder return relative to the Russell 2000 Index-Oil Equipment and Services from January 1, 2026, through December 31, 2027, for PRSU vesting.
• Annual vesting of the restricted stock units in three equal installments following the grant date.

Key Dates

Keywords

Flotek Industries, FTK, SEC Form 4, Insider Transaction, Equity Grant, CFO, Restricted Stock Units, Performance Based Restricted Stock Units, Executive Compensation, Corporate Governance