Smart Sand (SND) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on June 3, 2025, allowing shareholders to vote and submit questions online.

• Shareholders of record as of April 14, 2025, are eligible to vote on key proposals, including director election, auditor ratification, and executive compensation.

• Proxy materials are available online, and multiple voting methods are provided, including internet, phone, mail, and live electronic voting during the meeting.

Voting matters and shareholder proposals

• Election of one Class III director (Charles E. Young) to serve until the 2028 annual meeting.

• Ratification of Grant Thornton LLP as the independent registered public accounting firm for 2025.

• Advisory (non-binding) vote on executive compensation for 2024.

• Shareholder proposals for the 2026 meeting must be submitted by December 24, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board consists of five members divided into three classes, with staggered three-year terms.

• Three directors (Pawlenty, Spurlin, Porcelli) are independent under NASDAQ standards.

• The CEO is not the board chair; an outside director serves as chair to ensure independent leadership.

• Committees include audit, compensation, and nominating/governance, all with independent members.

• Directors are required to attend annual meetings and are prohibited from hedging or pledging company stock.