Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Registrant Name | U.S. Silica Holdings, Inc. |
Entity Central Index Key | 0001524741 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid (as defined in Item 402(v)) and performance. Year (a) Summary Compensation Table Total for Principal Executive Officer (PEO) (b) (1,2) Compensation Actually Paid to PEO (3) (c) Average Summary Compensation Table Total for Non-PEO Named Executive Officers (NEOs) (1,4) (d) Average Compensation Actually Paid to Non-PEO Named Executive Officers (5) (e) Value of Initial Fixed $100 Investment Based On: Total Shareholder Return (f) (6) Peer Group Total Shareholder Return (7) (g) Net Income (Loss) (millions) (8) (h) Adjusted EBITDA (millions) (9) (i) 2022 $ 6,295,796 $12,363,407 $1,903,813 $3,360,543 $206 $143 $ 78 $354 2021 $5,966,323 $ 10,007,711 $ 1,729,313 $ 2,662,279 $ 155 $ 96 ($ 34) $ 174 2020 $ 5,300,393 $ 7,128,470 $ 1,971,343 $ 2,424,616 $ 116 $ 60 ($115) $ 180 (1) The PEO for 2022 was Bryan Shinn and the non-PEO NEOs for 2022 were Donald Merril, Michael Winkler, Stacy Russell, and Derek Ussery. The PEO for 2021 was Bryan Shinn and the non-PEO NEOs were Donald Merril, Michael Winkler, Stacy Russell, and Zach Carusona. The PEO for 2020 was Bryan Shinn and the non-PEO NEOs were Donald Merril, Bradford Casper, Michael Winkler, Stacy Russell, and Derek Ussery. (2) The dollar amounts reported in column (b) are the amounts of total compensation reported for Bryan Shinn for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation Table.” (3) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Bryan Shinn, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Bryan Shinn during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Shinn’s total compensation for each year to determine the compensation actually paid: Year Reported Summary Compensation Table Total for PEO (b) Reported Value of Equity Awards Equity Award Adjustments (a) Compensation Actually Paid to PEO 2022 $ 6,295,796 ($3,627,315) $9,694,926 12,363,407 2021 $5,966,323 ($3,889,770) $7,931,158 10,007,711 2020 $ 5,300,393 ($3,713,261) $5,541,338 7,128,470 (a) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: Year Value of Equity Awards Disclosed in the Summary Compensation Table Year End Value of Equity Awards Granted During the Covered Year Change in Fair Value of Outstanding and Unvested Equity Awards Value of Awards Granted in Prior Years Vesting During the Covered Year Value of Awards Granted in Prior Years that Fail to Meet Applicable Vesting Conditions During the Covered Year Total Equity Award Adjustments 2022 ($3,627,315) $5,005,089 $1,755,895 $2,933,942 $ 0 $9,694,926 2021 ($3,889,770) $4,505,581 $2,290,804 $1,134,773 $ 0 $7,931,158 2020 ($3,713,261) $5,187,054 $536,578 ($107,370) ($74,924) $5,541,338 (b) Since the Company does not provide any qualified or non-qualified defined benefit pension plans or other post-employment defined benefit plans to our executive officers, no adjustments relating to defined benefit and pension plans (as applicable) were made to total compensation for each year to determine compensation actually paid. (4) The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. (5) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 3: Year Average Reported Summary Compensation Table Total for Non-PEO NEOs (b) Average Reported Value of Equity Awards Average Equity Award Adjustments (a) Average Compensation Actually Paid to Non-PEO NEOs 2022 $1,903,813 ($879,627) $2,336,356 $3,360,543 2021 $ ($905,760) $ 1,838,726 $ 2020 $ ($1,092,021) $ 1,545,293 $ (a) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: Year Value of Equity Awards Disclosed in the Summary Compensation Table Year End Value of Equity Awards Granted During the Covered Year Change in Fair Value of Outstanding and Unvested Equity Awards Value of Awards Granted in Prior Years Vesting During the Covered Year Value of Awards Granted in Prior Years that Fail to Meet Applicable Vesting Conditions During the Covered Year Total Equity Award Adjustments 2022 ($ 879,627) $1,213,735 $ 411,784 $ 710,837 $ 0 $2,336,356 2021 ($ 905,760) $1,049,156 $552,188 $237,382 $ 0 $ 1,838,726 2020 ($1,092,021) $1,460,581 $ 125,576 ($ 24,213 ($16,650) $ 1,545,293 (b) Since the Company does not provide any qualified or non-qualified defined benefit pension plans or other post-employment defined benefit plans to our executive officers, no adjustments relating to defined benefit and pension plans (as applicable) were made to total compensation for each year to determine compensation actually paid. (6) TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (7) Reflects the S&P 600 Energy Sector Index, as disclosed by U.S. Silica for the purposes of Item 201(e) of Regulation S-K. (8) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (9) The Company believes Adjusted EBITDA is the financial performance measure most closely linked to the calculation of compensation actually paid. Adjusted EBITDA is defined in our 2022 Annual Report on Form 10-K under Item 7. – “ Management’s Discussion and Analysis of Financial Condition and Results of Operations How We Evaluate Our Business – Adjusted EBITDA”. | ||
Company Selected Measure Name | Adjusted EBITDA | ||
Named Executive Officers, Footnote [Text Block] | (1) The PEO for 2022 was Bryan Shinn and the non-PEO NEOs for 2022 were Donald Merril, Michael Winkler, Stacy Russell, and Derek Ussery. The PEO for 2021 was Bryan Shinn and the non-PEO NEOs were Donald Merril, Michael Winkler, Stacy Russell, and Zach Carusona. The PEO for 2020 was Bryan Shinn and the non-PEO NEOs were Donald Merril, Bradford Casper, Michael Winkler, Stacy Russell, and Derek Ussery. | ||
Peer Group Issuers, Footnote [Text Block] | (7) Reflects the S&P 600 Energy Sector Index, as disclosed by U.S. Silica for the purposes of Item 201(e) of Regulation S-K. | ||
PEO Total Compensation Amount | $ 6,295,796 | $ 5,966,323 | $ 5,300,393 |
PEO Actually Paid Compensation Amount | $ 12,363,407 | 10,007,711 | 7,128,470 |
Adjustment To PEO Compensation, Footnote [Text Block] | (3) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Bryan Shinn, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Bryan Shinn during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Shinn’s total compensation for each year to determine the compensation actually paid: Year Reported Summary Compensation Table Total for PEO (b) Reported Value of Equity Awards Equity Award Adjustments (a) Compensation Actually Paid to PEO 2022 $ 6,295,796 ($3,627,315) $9,694,926 12,363,407 2021 $5,966,323 ($3,889,770) $7,931,158 10,007,711 2020 $ 5,300,393 ($3,713,261) $5,541,338 7,128,470 (a) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: Year Value of Equity Awards Disclosed in the Summary Compensation Table Year End Value of Equity Awards Granted During the Covered Year Change in Fair Value of Outstanding and Unvested Equity Awards Value of Awards Granted in Prior Years Vesting During the Covered Year Value of Awards Granted in Prior Years that Fail to Meet Applicable Vesting Conditions During the Covered Year Total Equity Award Adjustments 2022 ($3,627,315) $5,005,089 $1,755,895 $2,933,942 $ 0 $9,694,926 2021 ($3,889,770) $4,505,581 $2,290,804 $1,134,773 $ 0 $7,931,158 2020 ($3,713,261) $5,187,054 $536,578 ($107,370) ($74,924) $5,541,338 (b) Since the Company does not provide any qualified or non-qualified defined benefit pension plans or other post-employment defined benefit plans to our executive officers, no adjustments relating to defined benefit and pension plans (as applicable) were made to total compensation for each year to determine compensation actually paid. | ||
Non-PEO NEO Average Total Compensation Amount | $ 1,903,813 | 1,729,313 | 1,971,343 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 3,360,543 | 2,662,279 | 2,424,616 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (5) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note 3: Year Average Reported Summary Compensation Table Total for Non-PEO NEOs (b) Average Reported Value of Equity Awards Average Equity Award Adjustments (a) Average Compensation Actually Paid to Non-PEO NEOs 2022 $1,903,813 ($879,627) $2,336,356 $3,360,543 2021 $ ($905,760) $ 1,838,726 $ 2020 $ ($1,092,021) $ 1,545,293 $ (a) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: Year Value of Equity Awards Disclosed in the Summary Compensation Table Year End Value of Equity Awards Granted During the Covered Year Change in Fair Value of Outstanding and Unvested Equity Awards Value of Awards Granted in Prior Years Vesting During the Covered Year Value of Awards Granted in Prior Years that Fail to Meet Applicable Vesting Conditions During the Covered Year Total Equity Award Adjustments 2022 ($ 879,627) $1,213,735 $ 411,784 $ 710,837 $ 0 $2,336,356 2021 ($ 905,760) $1,049,156 $552,188 $237,382 $ 0 $ 1,838,726 2020 ($1,092,021) $1,460,581 $ 125,576 ($ 24,213 ($16,650) $ 1,545,293 (b) Since the Company does not provide any qualified or non-qualified defined benefit pension plans or other post-employment defined benefit plans to our executive officers, no adjustments relating to defined benefit and pension plans (as applicable) were made to total compensation for each year to determine compensation actually paid. | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Analysis of the Information Presented in the Pay versus Performance Table The tables above demonstrate that over the measurement period, compensation actually paid for the PEO and NEOs trended directionally with the Company’s cumulative TSR, net income, and the Company Selected Measure (Adjusted EBITDA). These changes are largely attributable to the fluctuation in value of outstanding equity awards, which correlate with increases and decreases in stock price and cumulative TSR. Over the measurement period, our cumulative TSR has outperformed the peer group. | ||
Compensation Actually Paid vs. Net Income [Text Block] | Analysis of the Information Presented in the Pay versus Performance Table The tables above demonstrate that over the measurement period, compensation actually paid for the PEO and NEOs trended directionally with the Company’s cumulative TSR, net income, and the Company Selected Measure (Adjusted EBITDA). These changes are largely attributable to the fluctuation in value of outstanding equity awards, which correlate with increases and decreases in stock price and cumulative TSR. Over the measurement period, our cumulative TSR has outperformed the peer group. | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Analysis of the Information Presented in the Pay versus Performance Table The tables above demonstrate that over the measurement period, compensation actually paid for the PEO and NEOs trended directionally with the Company’s cumulative TSR, net income, and the Company Selected Measure (Adjusted EBITDA). These changes are largely attributable to the fluctuation in value of outstanding equity awards, which correlate with increases and decreases in stock price and cumulative TSR. Over the measurement period, our cumulative TSR has outperformed the peer group. | ||
Total Shareholder Return Vs Peer Group [Text Block] | Analysis of the Information Presented in the Pay versus Performance Table The tables above demonstrate that over the measurement period, compensation actually paid for the PEO and NEOs trended directionally with the Company’s cumulative TSR, net income, and the Company Selected Measure (Adjusted EBITDA). These changes are largely attributable to the fluctuation in value of outstanding equity awards, which correlate with increases and decreases in stock price and cumulative TSR. Over the measurement period, our cumulative TSR has outperformed the peer group. | ||
Tabular List [Table Text Block] | Tabular List of Most Important Company Financial Performance Measures The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s PEO and NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows: ■ Adjusted EBITDA ■ ISP Contribution Margin ■ Adjusted Cash Flow ■ Total Recordable Incident Rate | ||
Total Shareholder Return Amount | $ 206 | 155 | 116 |
Peer Group Total Shareholder Return Amount | 143 | 96 | 60 |
Net Income (Loss) | $ 78,000,000 | $ (34,000,000) | $ (115,000,000) |
Company Selected Measure Amount | 354,000,000 | 174,000,000 | 180,000,000 |
PEO Name | Bryan Shinn | Bryan Shinn | Bryan Shinn |
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted EBITDA | ||
Non-GAAP Measure Description [Text Block] | (9) The Company believes Adjusted EBITDA is the financial performance measure most closely linked to the calculation of compensation actually paid. Adjusted EBITDA is defined in our 2022 Annual Report on Form 10-K under Item 7. – “ Management’s Discussion and Analysis of Financial Condition and Results of Operations How We Evaluate Our Business – Adjusted EBITDA”. | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | ISP Contribution Margin | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted Cash Flow | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Total Recordable Incident Rate | ||
PEO [Member] | Reported Value of Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (3,627,315) | $ (3,889,770) | $ (3,713,261) |
PEO [Member] | Total Equity Award Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 9,694,926 | 7,931,158 | 5,541,338 |
PEO [Member] | Year End Value of Equity Awards Granted During the Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 5,005,089 | 4,505,581 | 5,187,054 |
PEO [Member] | Change in Fair Value of Outstanding and Unvested Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,755,895 | 2,290,804 | 536,578 |
PEO [Member] | Value of Awards Granted in Prior Years Vesting During the Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 2,933,942 | 1,134,773 | (107,370) |
PEO [Member] | Value of Awards Granted in Prior Years that Fail to Meet Applicable Vesting Conditions During the Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | (74,924) |
Non-PEO NEO [Member] | Reported Value of Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (879,627) | (905,760) | (1,092,021) |
Non-PEO NEO [Member] | Total Equity Award Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 2,336,356 | 1,838,726 | 1,545,293 |
Non-PEO NEO [Member] | Year End Value of Equity Awards Granted During the Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,213,735 | 1,049,156 | 1,460,581 |
Non-PEO NEO [Member] | Change in Fair Value of Outstanding and Unvested Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 411,784 | 552,188 | 125,576 |
Non-PEO NEO [Member] | Value of Awards Granted in Prior Years Vesting During the Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 710,837 | 237,382 | (24,213) |
Non-PEO NEO [Member] | Value of Awards Granted in Prior Years that Fail to Meet Applicable Vesting Conditions During the Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 0 | $ 0 | $ (16,650) |