Select Water Solutions, Inc.
For the period ended May 2, 2025. Filed Mar 18, 2025.
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May 2, 2025 · Filed Mar 18, 2025
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Contents
PROXY STATEMENT SUMMARY
| | | FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES | | |
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| | | This document may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements, other than statements of historical fact included in the Proxy Statement are forward-looking statements, including statements about the Company’s Board of Directors, corporate governance practices, executive compensation program, equity compensation utilization and sustainability initiatives. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in the Proxy Statement. Such risks, uncertainties and other factors include those identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (“SEC”) and other subsequent documents we file with the SEC. The Company expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law. Any standards of measurement and performance made in reference to our sustainability plans and goals are developing and based on assumptions that continue to evolve, and no assurance can be given that any such plan, initiative, projection, goal, commitment, expectation, or prospect can or will be achieved. The inclusion of information related to our sustainability goals and initiatives is not an indication that such information is material under the standards of the SEC. This document includes references to websites, website addresses and materials found on those websites. The content of any websites and materials named, hyperlinked or otherwise referenced in this document are not incorporated Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of the Proxy Statement into this document or in any other report or document we file with the SEC, and any references to such websites and materials are intended to be inactive textual references only. | | |
PROXY STATEMENT SUMMARY
The Board of Directors (our “Board”) of Select Water Solutions, Inc. (which we refer to as “Select Water Solutions,” “Select Water,” “Select,” the “Company,” “we,” “our,” or “us”) is furnishing this Proxy Statement to you over the Internet or delivering this Proxy Statement to you by mail in connection with the solicitation of proxies by our Board and the solicitation of voting instructions, in each case for use at the Annual Meeting of Stockholders to be held on May 2, 2025, and at any adjournments or postponements thereof.
On or about March 18, 2025, we will commence mailing the Notice of Internet Availability of Proxy Materials to most of our stockholders, and we also will commence mailing to some of our stockholders, and make available electronically over the Internet to all of our stockholders: (1) the Notice of Annual Meeting of Stockholders and this Proxy Statement; and (2) our 2024 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2024 and our audited financial statements (the “Annual Report”). If you receive your proxy materials by mail, a proxy card or voting instruction form will be included.
The following summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
| | | | | | | | 2025 Proxy Statement | | | 3 | |
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| | DATE AND TIME Friday, May 2, 2025 1:00 p.m. Central Time | | | | LOCATION Select Water Solutions, Inc. 1820 N I-35 Gainesville, TX 76240 | | | | RECORD DATE March 6, 2025 | |
| | | VOTING MATTERS | | | | BOARD’S VOTE RECOMMENDATIONS | | | | FOR FURTHER INFORMATION | | | ||||
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| | | PROPOSAL 1 | | | | Election of eight director nominees named in this Proxy Statement | | | | “FOR” each director nominee | | | | Page 14 | | |
| | | PROPOSAL 2 | | | | Ratification the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2025 | | | | “FOR” | | | | Page 28 | | |
| | | PROPOSAL 3 | | | | Non-binding, advisory vote to approve Named Executive Officer compensation | | | | “FOR” | | | | Page 30 | | |
| | HOW TO VOTE | | ||||||||||||
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| | INTERNET www.proxyvote.com Available until 11:59 p.m. Eastern time on May 1, 2025. You must have the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy card or voting instruction form. | | | | TELEPHONE Call 1-800-690-6903 Available until 11:59 p.m. Eastern time on May 1, 2025. You must have the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy card or voting instruction form. | | | | MAIL Complete, sign and date your proxy card or voting instruction form and mail in the postage-paid return envelope. | | | | IN PERSON If you plan to attend to vote in person, you will need to present at the meeting evidence of your share ownership and a valid, government-issued photo identification. | |
Company Overview and Business Strategy
| | Select Water Solutions, Inc. is a leading provider of sustainable water-management solutions to the energy industry in the United States (“U.S.”). As a leader in the water management industry, we place the utmost importance on safe, environmentally responsible management of water throughout the lifecycle of a well. Additionally, we believe that responsibly managing water resources through our operations to help conserve and protect the environment in the communities in which we operate is paramount to our continued success. With a diverse geographic footprint across the U.S., we operate through three primary segments: | | | |
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| | 1. Water Infrastructure, | | ||
| | 2. Water Services, and | | ||
| | 3. Chemical Technologies. | | ||
| | 4 | | | Select Water Solutions | | | | | | | |
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Water Infrastructure —Our Water Infrastructure segment develops, builds, and operates permanent and semi-permanent infrastructure solutions to support full life cycle water management and waste treatment solutions. These solutions incorporate both new oil and gas well development and ongoing production activity, including recycling and disposal of flowback and produced water and the associated logistics. As our customers transition from appraisal to full-field development, and also transition to treated produced water to complete new wells, our fixed infrastructure networks can provide environmental benefits by reducing the demand for water disposal, water hauling by truck and fresh water demand, while at the same time enabling economies of scale that help reduce customer capital expenditures and lease operating expenses over the life of the field. These water networks can also help balance water supply across regions and customers to promote greater water reuse.
Our Water Infrastructure operations are underpinned by a growing portfolio of long-term contractual agreements, and accompanying customer commitments, that encompass the delivery of water needed for the near-term development of new oil and gas wells but also provide the long-term solutions that manage produced water over the entire production life of a well. These agreements, which commonly entail higher operating margins over a longer contractual term, underscore our commitment to our customers and our role as primary environmental steward for these operations. Our infrastructure networks facilitate the gathering and takeaway of produced water, as well as the treatment, reuse and delivery of treated produced water. Our infrastructure assets include permanent pipeline infrastructure, semi-permanent pipeline infrastructure, fixed and mobile treatment and recycling facilities, water storage facilities, saltwater disposal wells (“SWDs”) and landfill facilities.
We are actively expanding our portfolio of water recycling facilities across multiple regions, emphasizing water recycling opportunities as a cornerstone of our operations. We recognize produced water as an invaluable, sustainable non-potable water source, naturally generated from ongoing oil and/or gas production. Through our dedicated efforts in recycling, we aim to progressively reduce the proportion of produced water being reinjected into SWDs over time, thereby diminishing the industry’s reliance on fresh water and reinforcing our commitment to responsible resource management.
Additionally, we are pursuing recycling solutions beyond traditional reuse for oil and gas operations that could enable the beneficial reuse of produced water for non-energy applications. This could enable substitution of treated produced water in general industry and agriculture, or other stewardship-oriented applications such as wildlife rehabilitation, carbon capture and sequestration, or drought mitigation, among other opportunities. Further advancements could preserve substantial fresh water sources and enable the industry to become a contributor to the water lifecycle.
Water Services —Our Water Services segment provides the complex services needed to support new well completions as well as ongoing production over the life of the well, including water transfer, water sourcing, flowback and well testing, water containment, fluids hauling, water monitoring and water network automation, as well as various on-site rental equipment and accommodation offerings. Through our patented WaterONE™ automation services and our proprietary AquaView® software platform, our Water Services segment provides extensive technology solutions that enable 24/7 monitoring and visibility for our customers into all of their water-related operations, including hydrographic mapping, water volume and quality monitoring, remote pit and tank monitoring, leak detection, asset and fuel tracking and automated-equipment services. We believe these technologies help our customers lower their operating costs, improve well productivity, increase safety, reduce the risk of spills and reduce the environmental footprint of their operations.
Chemical Technologies —Our Chemical Technologies segment develops, manufactures, manages logistics and provides a full suite of chemicals used in hydraulic fracturing, stimulation, cementing, pipelines and well completions. Our completion chemicals are sold primarily to leading integrated and independent E&P companies and pressure-pumping service companies in the U.S. to support well stimulation and completion. We also provide customized water treatment and flow assurance solutions across the completion and production lifecycle. Additionally, through our FluidMatch™ solutions, we provide comprehensive testing and analysis of our customers’ application conditions, product chemistry and key performance requirements for oil and gas well completion fluid-system design. This process may include water profiling, application and fluid assessment, treatment assessment, product selection, optimization and customization.
Over the past decade, Select has become the premier water management company serving the energy industry, growing our organization and expertise, developing innovative solutions and advancing new technologies. Everything we do is connected by water, including our values & guiding principles. Working Safe, Accountability, Teamwork, Excellence and Respect are the foundation on which we successfully execute our mission to deliver operational excellence and develop sustainable water management and chemistry solutions every day.
| | | | | | | | 2025 Proxy Statement | | | 5 | |
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Director Nominees
The following provides summary information about each director nominee.
| · · · · · · · · · · · · · · · · · · COMMITTEE MEMBERSHIPS · · | ||||||||||||||||||||||||||||
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| | | NAME AND OCCUPATION | | | | INDEPENDENT | | | | AGE | | | | OTHER PUBLIC BOARDS | | | | Audit | | | | Compensation | | | | NG&S | | |
| | | JOHN D. SCHMITZ Chairman, President and CEO Select Water Solutions, Inc. | | | | | | | | 64 | | | | N | | | | | | | | | | | | | | |
| | | GAYLE L. BURLESON Former SVP of Business Development and Land Concho Resources, Inc. | | | | ✓ | | | | 59 | | | | Y | | | | | | | | | | | | | | |
| | | RICHARD A. BURNETT* President and CEO Silver Creek Exploration III, LLC | | | | ✓ | | | | 51 | | | | N | | | | | | | | | | | | | | |
| | | BRUCE E. COPE Former SVP, CAO and Controller Hunt Consolidated, Inc. / Hunt Oil Company | | | | ✓ | | | | 65 | | | | N | | | | | | | | | | | | | ||
| | | LUIS FERNANDEZ-MORENO Interim President and CEO Ingevity Corporation | | | | ✓ | | | | 63 | | | | Y | | | | | | | | | | | | | ||
| | | ROBIN H. FIELDER Former EVP, Low Carbon Strategy and Chief Sustainability Officer Talos Energy Inc. | | | | ✓ | | | | 44 | | | | N | | | | | | | | | | | | | ||
| | | TIMOTHY A. ROBERTS Chief Executive Officer and Partner Iron Horse Midstream, LLC | | | | ✓ | | | | 45 | | | | N | | | | | | | | | | | | | ||
| | | DOUGLAS J. WALL Former President and CEO Patterson-UTI Energy, Inc. | | | | ✓ | | | | 72 | | | | N | | | | | | | | | | | | | ||
Audit — Audit Committee
Compensation — Compensation Committee
NG&S — Nominating, Governance, and Sustainability Committee
— Chair
— Member
— Lead Independent Director
Corporate Governance Highlights
| | ✓ Directors elected annually | | | ✓ Director onboarding orientation program and ongoing education initiatives | |
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| | ✓ Lead independent director | | | ✓ Majority independent standing committees | |
| | ✓ Average director tenure of 3.3 years | | | ✓ Annual Board and committee self-evaluations | |
| | 6 | | | Select Water Solutions | | | | | | | |
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