Target Hospitality (TH) Proxy filing summary

Executive summary

• Achieved $320.6 million in total revenue and secured ~$740 million in new multi-year awards since February 2025, with $53.2 million in adjusted EBITDA and $66 million in discretionary cash flow as of year-end 2025.

• Expanded customer base and geographic reach, with a record year for new contract awards and entry into data center and technology infrastructure markets.

• Maintained strong liquidity, fully repaid senior notes, and ended 2025 with no net debt.

• Engaged with stockholders representing over 80% of outstanding shares on strategy, governance, and compensation.

Voting matters and shareholder proposals

• Election of six directors for one-year terms, ratification of Ernst & Young LLP as independent auditor, advisory vote on executive compensation, and approval of the third amendment to the 2019 Incentive Award Plan to increase authorized shares.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of six members with diverse expertise in leadership, finance, cybersecurity, government, and M&A.

• Separate Chair and CEO roles; majority of directors are independent.

• Regular board refreshment, annual evaluations, and ongoing director education.

• Stock ownership guidelines and prohibition on hedging/pledging for directors and officers.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.