Target Hospitality Corp

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Attracting and Retaining the Right Talent. Executive compensation should be market-competitive in order to attract and retain highly motivated and skilled talent with a performance-driven mindset. The overall program design should support sound compensation principles in alignment with corporate governance and Environmental & Social (E&S) best practices, while also maximizing the financial efficiency of the overall program from tax, accounting, and cash flow perspectives.

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Pay for Performance. A material portion of an executive’s target compensation should be at risk and realized compensation should be directly tied to changes in shareholder value. Short-term (annual performance-based bonus) and long-term (equity awards) incentive programs should appropriately balance incentives for and drive attainment of short- and long-term financial and strategic objectives that reward for prudent decisions without excessive risk-taking.

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Alignment with Stockholder Interests. Our executives’ interests should be aligned with stockholder interests, furthered through the encouragement of equity ownership through our annual long-term incentive program.

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Our Executive Compensation Program

The table below outlines each of the principal elements of the Company’s executive compensation program: