Form 4: Smart Sand Executive James Young Reports Share Transactions Following Performance Award Vesting

James Young, Executive Vice President, General Counsel, and Secretary of Smart Sand, Inc., reports acquisition of shares related to performance-based awards and subsequent withholding for tax obligations.

Summary

• On March 5, 2025, James Young, an executive at Smart Sand, Inc., acquired 8,363 shares related to a ROIC-based performance award and 8,970 shares related to a TSR-based performance award, both originally granted on June 7, 2022.
• The vesting of these shares was contingent upon the company's performance relative to specific metrics over a three-year period from January 1, 2022, to December 31, 2024.
• Following the vesting, 5,684 shares were withheld for tax purposes at a price of $2.1 per share.
• After these transactions, Young directly owns 372,262 shares of Smart Sand, Inc.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The vesting of performance shares indicates that the company has met certain performance targets, which is generally a positive sign. However, the tax withholding is a neutral event.

Positives

• The vesting of performance-based awards suggests that Smart Sand, Inc. met certain ROIC and TSR performance goals.

Negatives

• 5,684 shares were withheld for tax purposes, reducing the net gain for the reporting person.

Risks

• Tax obligations arising from vested shares can impact the net benefit to the executive.
• Future performance may not meet the targets required for similar performance-based awards.

Future Outlook

The document does not contain specific forward-looking statements, but the vesting of performance awards suggests continued focus on ROIC and TSR metrics.

Industry Context

This filing is typical for executives receiving stock-based compensation. The vesting of shares based on ROIC and TSR aligns executive incentives with shareholder value creation, a common practice in the industry.

Comparison to Industry Standards

• Performance-based equity compensation is a standard practice among publicly traded companies to align executive compensation with company performance.
• Companies like Halliburton and Schlumberger also use similar metrics like ROIC and TSR in their executive compensation plans.
• The three-year performance period is also a common timeframe for long-term incentive plans.

Stakeholder Impact

• Shareholders may view the vesting of performance-based awards positively, as it suggests the company is achieving its performance goals.
• Employees may be motivated by the achievement of performance targets that trigger vesting of equity awards.

Key Dates