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The affirmative vote of a majority of the votes cast by the holders | ||||||||||||||
| Meeting Date and Time | | | May | |
| Location | | | 64106 Marquise Room, Fourth Floor | |
| Record Date | | | Close of business on April | |
| Outstanding Common Stock on the Record Date | | | | |
| Outstanding Class B Common Stock on the Record Date | | | 683,761 shares | |
| Quorum | | | Presence, in person or by proxy, of stockholders entitled to cast one-third of the votes entitled to be cast at the Annual Meeting by the holders of Common Stock and Class B Common Stock, voting together as a single class | |
| How to Vote | | | Internet: www.proxyvote.com Telephone: 1-800-690-6903 Mail: Complete and sign the enclosed proxy card In Person: See “Voting at the Annual Meeting — Revoking a Proxy; Voting at the Annual Meeting” | |
Proposal Number | | | Description | | | Vote Required | | |
Proposal 1 (see page | | | To elect | | | Majority of Votes Cast | | |
Proposal 2 (see page | | | To conduct a non-binding advisory vote to approve the compensation of named executive officers | | | Majority of Votes Cast | | |
Proposal 3 (see page | | | ||||||
To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, | | | Majority of Votes Cast | |
Name and Age | | | Position(s) Held With The Company and Length of Time Served | | | Principal Occupation During Past Five Years | | | Other Public Company Directorships Held by Director | | | Term Expires | | |
| | May 2017. | | | Co-Founder and Portfolio Manager, Blackthorn Investment Group, LLC since 1998; Managing Member Blackthorn Capital, LLC since 1998; Managing Member Blackthorn Lending since 2012; Director, Blackthorn Fund Ltd. from 2004 – 2015; Director, Cartasite, LLC from 2012 – 2014; Managing Director, Koch Industries from 1991 – 1998; Reservoir / Production Engineer, Shell Oil Company from 1986 – 1991. | | | None | | | 2023 | | ||
John D. Grier (Born 1956; Age 66) | | | Director and Chief Operating Officer since February 2021. | | | Founder of Crimson Midstream Holdings and its CEO from 2005 – 2021. | | | None | | | 2023 | |
Name and Age | | | Position(s) Held With The Company and Length of Time Served | | | Other Principal Occupation During Past Five Years | | | Other Public Company Directorships Held by Director | | | Term Expires | | |
David J. Schulte (Born 1961; Age 62) | | | Chairman of the Board since January 2019; Director since December 2011; Chief Executive Officer since inception (2005); President from inception (2005) to April 2007 and from June 2012 to January 2023. | | | Managing Director of Tortoise Capital Advisors, L.L.C from inception in 2002 to 2015. | | | Western Midstream Partners, LP (NYSE: WES)(2) | | | 2024 | | |
Arkan Haile(1) (Born 1971, Age 51) | | | Director since May 2022. | | | Senior Executive Advisor to the Mayor for Development and Special Projects | | | None | | | | ||
Catherine A. Lewis(1) 71)(Born 1952, Age | | | Director | | | Retired in 2012. Formerly, Global Head of Tax for the Energy & Natural Resources Practice, KPMG, from | | | Garmin Ltd. (NYSE: GRMN) | | | | ||
Conrad S. Ciccotello(1) 62)(Born 1960; Age | | | Director | | | Director and Professor at the Reiman School of Finance in the Daniels College of Business at Denver University since 2017; Senior Consultant at Charles River Associates since 2020; Faculty member, Robinson College of Business, Georgia State University from 1999 to 2017; Investment Consultant to the University System of Georgia for its defined contribution retirement plan from | | | Tortoise Funds | | | |
| ||||
The Audit Committee | | ||||
| Members: Catherine A. Lewis (Chair) Todd E. Banks Conrad S. Ciccotello 2022 Committee Actions: 6 meetings Governing Document: Audit Committee Charter, as amended effective July 30, 2014 | | | The Board of Directors has determined that each member of the Audit Committee is “financially literate” and is “independent” as defined under the applicable New York Stock Exchange listing standards. The Board of Directors has determined that Catherine A. Lewis and Conrad S. Ciccotello are “audit committee financial experts.”In addition to her executive and leadership experience in public accounting, | |
| | | | The Compensation & Corporate Governance Committee | |
| Members: Conrad S. Ciccotello (Chair) Todd E. Banks Catherine A. Lewis Arkan Haile 2022 Committee Actions: 7 meetings Governing Document: Compensation & Corporate Governance Committee Charter, as amended effective August 4, 2022 | | | The Compensation & Corporate Governance Committee serves the Board with respect to compensation, director nominations and governance matters. With respect to compensation matters, the Compensation & Corporate Governance Committee: (i) evaluates, recommends, approves and reviews executive compensation arrangements; (ii) administers the Company’s equity-based compensation plans and the Company’s bonus plan; (iii) evaluates, assesses and makes recommendations to the Board regarding non-employee director compensation; and (iv) makes recommendations to the Board its remaining responsibilities relating to executive compensation. With respect to director nominations and corporate governance matters, the Compensation & Corporate Governance Committee: (i) identifies individuals qualified to become Board members and recommends to the Board the director nominees for the next annual meeting of stockholders and to fill any vacancies; (ii) monitors the structure and membership of Board committees and recommends to the Board director nominees for each committee; (iii) reviews issues and developments related to corporate governance and develops and recommends to the Board corporate governance guidelines and procedures; and (iv) oversees the evaluation of the Board and management. The Compensation & Corporate Governance Committee also The Compensation & Corporate Governance Committee will consider stockholder recommendations for nominees for membership to the Board of Directors. Recommendations should be directed to the Secretary of the Company at 1100 Walnut Street, Suite 3350, Kansas City, Missouri 64106. Nominees | |
| | | | recommended by stockholders will be evaluated on the same basis as other nominees considered by the Compensation & Corporate Governance Committee. The Board of Directors has determined that each member of the Compensation & Corporate Governance Committee is “independent” as defined under the applicable New York Stock Exchange listing standards. | |
| Name of Person | | | Fees Earned or Paid in Cash(1) | | | Stock Awards | | | Total | |
| Todd E. Banks(2) | | | $52,500 | | | $7,500 | | | $60,000 | |
| Conrad S. Ciccotello | | | 60,500 | | | 7,500 | | | 68,000 | |
| Catherine A. Lewis | | | 57,500 | | | 7,500 | | | 65,000 | |
Name of Person | | | Fees Earned or Paid in Cash (1) | | | Stock Awards | | | Total | | |||||||||
Todd E. Banks(2) | | | | $ | 63,000 | | | | | $ | 50,000 | | | | | $ | 113,000 | | |
Conrad S. Ciccotello | | | | | 62,000 | | | | | | 50,000 | | | | | | 112,000 | | |
Catherine A. Lewis | | | | | 62,000 | | | | | | 50,000 | | | | | | 112,000 | | |
Arkan Haile | | | | | 30,274 | | | | | | 30,274 | | | | | | 60,548 | | |
|
The Board of Directors of the Company unanimously recommends stockholders of the Company vote “FOR” the election of Mr. Banks and Mr. Grier as directors. |
Name and Age | | | Position(s) Held With The Company and Length of Time Served | | | Other Principal Occupation During Past Five Years | | | Other Public Company Directorships Held by Officer | | |
Robert L Waldron 51) | | | President since January 2023, Chief Financial Officer February 2021. | | | Chief Financial Officer of Crimson | | | None | | |
| | Executive Vice President, | | | Vice President, Corporate Development, Orizon Aerostructures, LLC from 2018 – 2022; Corporate Secretary, Caterpillar Inc. from 2010 – 2017; Assistant General Counsel, Entergy Corporation from 2008 – 2010; Senior Vice President, General Counsel and | | | None | | ||
Christopher M. Huffman 42)(Born 1980, Age | | | Chief Accounting Officer November 2021. | | | PricewaterhouseCoopers LLP (“PwC”) from 2004 to 2011. | | | None | | |
Rick C. Kreul (Born 1956, Age 67) | | | President MoGas Pipeline, LLC since 2013. | | | | | | None | |
| Name and Principal Position | | Year | | Salary | | Bonus | | Stock Awards | | All Other Compensation | | Total | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| David J. Schulte(1) | | | | 2021 | | | | $ | 250,000 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | 250,000 | | | |||||||||||||||||||||||||||||||||||||||||||
| Chief Executive Officer, Chairman of the Board of Directors | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||
| Robert L Waldron(2)(3) | | | | 2021 | | | | | 334,000 | | | | | 344,000 | | | | | — | | | | | 11,800 | | | | | 689,800 | | | |||||||||||||||||||||||||||||||||||||||||||
| Chief Financial Officer and Treasurer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||
| Larry Alexander(3) | | | | 2021 | | | | | 407,000 | | | | | 419,000 | | | | | — | | | | | 5,400 | | | | | 831,400 | | | |||||||||||||||||||||||||||||||||||||||||||
| President — Crimson California | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||
Name and Principal Position | | Year | | Salary | | Nonequity Incentive Plan Compensation | | Stock Awards | | All Other Compensation(5) | | Total | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David J. Schulte ........................... Chief Executive Officer | | | | | 2022 | | | | $ | 500,000 | | | | $ | 247,500 | | | | $ | 305,206 | | | | $ | 20,997 | | | | $ | 1,073,703 | | | |||||||||||||||||||||||||||||||||||||||||||
| | | 2021(1) | | | | | 250,000 | | | | | — | | | | | — | | | | | — | | | | | 250,000 | | | |||||||||||||||||||||||||||||||||||||||||||||
Robert L Waldron ........................ President and Chief Financial Officer | | | | | 2022(2) | | | | | 226,924 | | | | | 108,763 | | | | | 177,587 | | | | | 22,133 | | | | | 535,407 | | | |||||||||||||||||||||||||||||||||||||||||||
| | | 2021(3) | | | | | 334,000 | | | | | 344,000 | | | | | — | | | | | 11,800 | | | | | 689,800 | | | |||||||||||||||||||||||||||||||||||||||||||||
Larry Alexander .......................... Former President – Crimson California | | | | | 2022 | | | | | 443,210 | | | | | 443,210 | | | | | — | | | | | 9,183 | | | | | 895,603 | | | |||||||||||||||||||||||||||||||||||||||||||
| | | 2021(4) | | | | | 407,000 | | | | | 419,000 | | | | | — | | | | | 5,400 | | | | | 831,400 | | |
Name | | | Number of Unvested Restricted Stock Units(1) | | | Market Value of Restricted Stock Units That Have Not Vested | | ||||||
David J. Schulte | | | | | 118,297 | | | | | $ | 247,241 | | |
Robert L Waldron | | | | | 68,832 | | | | | | 177,587 | | |
Year | | | Summary Compensation Table Total for PEO | | | Compensation Actually Paid to PEO(1) | | | Average Summary Compensation Table Total for Non-PEO NEOs(2) | | | Average Compensation Actually Paid to Non-PEO NEOs(3) | | | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (TSR) | | | Net Income | | ||||||||||||||||||
2022 | | | | $ | 1,073,703 | | | | | $ | 1,015,737 | | | | | $ | 670,354 | | | | | $ | 653,490 | | | | | $ | 63.76 | | | | | $ | (9,519,669) | | |
2021 | | | | $ | 250,000 | | | | | $ | 250,000 | | | | | $ | 760,600 | | | | | $ | 760,600 | | | | | $ | 42.95 | | | | | $ | (2,535,558) | | |
| Name and position | | | Dollar value ($)(1) | | | Number of units | | ||||||
| David J. Schulte, Chief Executive Officer and President | | | | $ | 363,172 | | | | | | 118,297 | | |
| Robert L Waldron, Chief Financial Officer and Treasurer | | | | $ | 211,314 | | | | | | 68,832 | | |
| Larry Alexander, President - Crimson California | | | | $ | 257,539 | | | | | | 83,889 | | |
| Executive Group | | | | $ | 194,178 | | | | | | 63,250 | | |
| Non-Executive Director Group | | | | $ | 37,500 | | | | | | 12,215 | | |
| Non-Executive Officer Employee Group | | | | $ | 983,103 | | | | | | 320,229 | | |
| | | | 2021 | | 2020 | | | 2022 | | 2021 | | |||||||||
| Audit Fees(1) | | $1,155,851 | | $790,478 | | |||||||||||||||
| Audit-Related Fees(2) | | 45,731 | | 224,192 | | |||||||||||||||
| Tax Fees(3) | | 445,467 | | 229,814 | | |||||||||||||||
Audit Fees(1) | | | $ | 1,160,000 | | | | $ | 1,156,000 | | | ||||||||||
Audit-Related Fees(2) | | | | — | | | | | 46,000 | | | ||||||||||
Tax Fees(3) | | | | 300,000 | | | | | 445,000 | | |
| Directors and Officers(1) | | | Number of Shares Common Stock | | | Percent of Class(2) | | | Number of Shares Class B Common Stock | | | Percent of Class(2) | | | Percent of Total Voting Shares | |
| Independent Directors and Nominees | | | | | | | | | | | | | | | | |
| Todd E. Banks(3) | | | 1,817.7939 | | | * | | | — | | | — | | | * | |
| Conrad S. Ciccotello(4) | | | 13,172.2815 | | | * | | | — | | | — | | | * | |
| Catherine A. Lewis(5) | | | 5,482.7928 | | | * | | | — | | | — | | | * | |
| Arkan Halie | | | — | | | — | | | — | | | — | | | — | |
| Directors and Additional Named Executive Officers | | | | | | | | | | | | | | | | |
| David J. Schulte(6) | | | 647,974.0000 | | | 4.33% | | | 320,276.0000 | | | 46.84% | | | 6.19% | |
| John D. Grier | | | 2,000.0000 | | | * | | | — | | | — | | | * | |
| Robert L Waldron | | | — | | | — | | | — | | | — | | | — | |
| Larry W. Alexander | | | — | | | — | | | — | | | — | | | — | |
| Directors and Officers as a Group (9 Total) | | | 670,446.8682 | | | 4.48% | | | 320,276.0000 | | | 46.84% | | | 6.33% | |
Directors and Officers(1) | | | Number of Shares Common Stock | | | Percent of Class(2) | | | Number of Shares Class B Common Stock | | | Percent of Class(2) | | | Percent of Total Voting Shares | | |||||||||||||||
Independent Directors and Nominees | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Todd E. Banks(3) | | | | | 23,901 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Conrad S. Ciccotello(4) | | | | | 35,255 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Catherine A. Lewis(5) | | | | | 27,566 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Arkan Halie | | | | | 14,568 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Directors and Additional Named Executive Officers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
David J. Schulte(6) | | | | | 673,742 | | | | | | 4.39% | | | | | | 320,276 | | | | | | 46.84% | | | | | | 6.20% | | |
John D. Grier | | | | | 10,321 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Robert L Waldron | | | | | 15,130 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Rick Kreul | | | | | 16,251 | | | | | | * | | | | | | 155,086 | | | | | | 22.68% | | | | | | 1.07% | | |
Christopher M. Huffman | | | | | 5,582 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Directors and Officers as a Group (9 Total) | | | | | 822,316 | | | | | | 5.36% | | | | | | 475,362 | | | | | | 69.52% | | | | | | 8.09% | | |
| Director or Executive Officer | | | Percentage Interest of Internalization Consideration | | | Retention Bonus ($) | |
| David J. Schulte | | | 53.42% | | | $ 50,000 | |
| Rebecca M. Sandring | | | 5.25% | | | 150,000 | |
| Jeffrey E. Fulmer | | | 8.08% | | | 150,000 | |