Flotek Industries ties executive pay to EBITDA and TSR goals

Rhea-AI Filing Summary

Flotek Industries, Inc. (FTK) reported that its Compensation Committee approved new equity awards for Chief Executive Officer Dr. Ryan Ezell and Chief Financial Officer J. Bond Clement on November 19, 2025. Dr. Ezell received 39,532 time-based restricted stock units (RSUs) and 59,298 performance-based RSUs (PRSUs), while Mr. Clement received 17,969 RSUs and 26,953 PRSUs.

The RSUs vest in three equal annual installments starting on the first anniversary of the grant date, encouraging longer-term retention. The PRSUs can vest in two parts based on performance: up to half depends on the Company’s EBITDA (with certain adjustments) over the period from January 1, 2026 to December 31, 2026, with continued employment through December 31, 2027, and up to half depends on total shareholder return versus the Russell 2000 Index – Oil Equipment and Services from January 1, 2026 through December 31, 2027.

All awards were granted under Flotek’s 2018 Long-Term Incentive Plan, using standard RSU and PRSU award agreements filed as exhibits. This structure ties executive compensation to both internal profitability goals and relative stock performance over multi-year periods.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

November 19, 2025

Date of Report (Date of earliest event reported)

Flotek Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-13270			90-0023731
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

5775 N. Sam Houston Parkway W., Suite 400 Houston, TX, 77086

(Address of principal executive office and zip code)

(713) 849-9911

(Registrant’s telephone number, including area code)

(Not applicable)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of Exchange on which registered
Common Stock, $0.0001 par value			FTK			NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 19, 2025, the Compensation Committee of the Board of Directors (the “Board”) of Flotek Industries, Inc. (the “Company”) approved grants of equity awards to each of Dr. Ryan Ezell and J. Bond Clement, the Company’s Chief Executive Officer and Chief Financial Officer, respectively. Such equity award grants are comprised of restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”), with Dr. Ezell being granted 39,532 RSUs and 59,298 PRSUs and Mr. Clement being granted 17,969 RSUs and 26,953 PRSUs.

The RSUs will vest in three equal annual installments starting on the first anniversary of the date of grant. Up to half of the PRSUs will vest if, and to the extent, the Company’s earnings before interest, taxes, depreciation, and amortization, and certain other adjustments meets or exceeds certain thresholds during the performance period of January 1, 2026 to December 31, 2026, subject to continued employment through December 31, 2027. Up to half of the PRSUs will vest, if, and to the extent, the Company’s total shareholder return relative to the Russell 2000 Index – Oil Equipment and Services, measured over a performance period from January 1, 2026 through December 31, 2027, meets or exceeds certain thresholds.

The RSU grants were made pursuant to the Company’s Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement, which is filed as Exhibit 10.1 hereto. The PRSU grants were made pursuant to the Company’s Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement, which is filed as Exhibit 10.2 hereto. The grants of RSUs and PRSUs were collectively made pursuant to the Company’s 2018 Long-Term Incentive Plan, as amended (the “2018 LTIP”), which is filed as Exhibit 10.3 hereto. The above description of the equity award grants is a summary only and is qualified in its entirety by reference to the relevant documents attached hereto and incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

Exhibit Number						Description
10.1						Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement (Time-based vesting).
10.2			*			Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement (Performance-based vesting).
10.3						Flotek Industries, Inc. 2018 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on July 10, 2025).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K in order for them to remain confidential.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			FLOTEK INDUSTRIES, INC.
Date: November 21, 2025			/s/ Bond Clement
			Name:			Bond Clement
			Title:			Chief Financial Officer

FAQ

What executive equity awards did Flotek Industries (FTK) approve on November 19, 2025?

Flotek Industries approved new equity awards for its CEO and CFO. Dr. Ryan Ezell was granted 39,532 restricted stock units (RSUs) and 59,298 performance-based RSUs (PRSUs). J. Bond Clement, the CFO, was granted 17,969 RSUs and 26,953 PRSUs.

How do the new RSU awards for FTK executives vest?

The time-based restricted stock units (RSUs) granted to Flotek’s CEO and CFO vest in three equal annual installments, beginning on the first anniversary of the grant date. This schedule is designed to reward continued service over multiple years.

What performance goals affect Flotek (FTK) performance-based RSUs (PRSUs)?

The PRSUs can vest in two equal performance components. Up to half depends on Flotek’s earnings before interest, taxes, depreciation, and amortization (EBITDA, with certain adjustments) during the period from January 1, 2026 to December 31, 2026, subject to continued employment through December 31, 2027. Up to the other half depends on total shareholder return relative to the Russell 2000 Index – Oil Equipment and Services from January 1, 2026 through December 31, 2027.

Which compensation plan governs the new Flotek (FTK) equity awards?

The RSU and PRSU grants for Flotek’s CEO and CFO were made under the company’s 2018 Long-Term Incentive Plan, as amended. The company used standard forms of Restricted Stock Unit Award Grant Notice and Award Agreement, which are filed as Exhibits 10.1 and 10.2.

What benchmarks are used to measure Flotek’s relative total shareholder return for PRSUs?

The performance-based RSUs tied to total shareholder return use the Russell 2000 Index – Oil Equipment and Services as the comparison group. Vesting depends on how Flotek’s total shareholder return ranks relative to that index over the period from January 1, 2026 through December 31, 2027.

Who are the Flotek (FTK) executives receiving these equity awards?

The awards were granted to Dr. Ryan Ezell, Flotek’s Chief Executive Officer, and J. Bond Clement, Flotek’s Chief Financial Officer. Dr. Ezell and Mr. Clement received both time-based RSUs and performance-based RSUs under the company’s long-term incentive plan.