Mammoth Energy Services (TUSK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 11, 2025, with four directors up for election and key proposals on executive compensation, voting frequency, and auditor ratification.

• Board recommends voting for all director nominees, annual say-on-pay, and ratification of Deloitte as auditor.

• Notable operational events include the sale of infrastructure subsidiaries for $108.7 million and a major settlement with PREPA, resulting in significant cash inflows and a non-cash charge.

• Revenue declined from $309.5 million in 2023 to $187.9 million in 2024, with net loss increasing to $207.3 million.

Voting matters and shareholder proposals

• Proposals include election of four directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, and ratification of Deloitte as auditor.

• Board recommends annual say-on-pay vote and ratification of Deloitte.

• Shareholders of record as of April 17, 2025, are eligible to vote; each share has one vote.

Board of directors and corporate governance

• Board consists of five members, four of whom are independent; annual elections held.

• Arthur Smith retiring after 2025 meeting; search underway for new director.

• Board committees (audit, compensation, nominating/governance) are fully independent.

• Board diversity matrix disclosed; one of five directors is ethnically diverse.

• Chairman and CEO roles are separated; independent directors meet in executive session.