| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Director
On January 30, 2025, the Board of Directors (the “Board”) of Solaris Energy Infrastructure, Inc. (the “Company”), increased the size of the Board from nine (9) to ten (10) directors and in connection therewith appointed Mr. M. Max Yzaguirre as a Class I director, with a term expiring at the 2027 annual meeting of stockholders, and until he is either reelected or his successor is elected and qualified, or until his earlier death, resignation or removal, to fill the newly created vacancy. As determined by the Board, Mr. Yzaguirre meets the independence requirements under the rules of the New York Stock Exchange and the Company’s independence standards.
There are no family relationships between Mr. Yzaguirre and any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no arrangements or understandings between Mr. Yzaguirre and any other person pursuant to which Mr. Yzaguirre was elected as a director. The Company is not aware of any transaction involving Mr. Yzaguirre that would require disclosure under Item 404(a) of Regulation S-K. Mr. Yzaguirre will receive the non-employee director compensation generally provided to other non-employee directors for serving on the Board, except that such compensation may be prorated or reduced to some extent to reflect his partial year of service in 2025.
Mr. Yzaguirre, age 64, has over 35 years of leadership experience in domestic and international business, government and law, and expertise in a wide variety of industries and sectors, including electricity, oil and gas, banking, real estate, telecommunications and private equity investing. Mr. Yzaguirre previously served as an Executive Chairman of Forbes Bros. Holdings, Ltd. (“Forbes”) from June 2019 to February 2021 and as Chairman of Forbes and Chief Executive Officer at Forbes Bros. Timberline Construction, Inc. from May 2017 to June 2019. Prior to joining Forbes, Mr. Yzaguirre served as the Chief Executive Officer of the Yzaguirre Group, LLC from June 2006 to June 2017. Mr. Yzaguirre currently serves as a member of the board and as a member of the Risk and Compensation Committees of WaFd, Inc. (NASDAQ: WAFD) since February 2024, as a member of the board and as a member of the Finance, Innovation and Compensation and Talent Development Committees of Altria Group, Inc. (NYSE: MO) since May 2022, and as a member of the board and as Chairman of the Compensation Committee and member of the Audit Committee of Aris Water Solutions, Inc. (NYSE: ARIS) since October 2021. Mr. Yzaguirre has also previously served on the boards of Luther Burbank Corporation and Luther Burbank Savings (an FDIC insured, California-chartered bank) from October 2021 to February 2024 and BBVA USA Bancshares, Inc. and BBVA USA Bank from June 2009 until June 2021, where he served in various roles including, as a board member, Chairman of the Risk Committee, Audit & Compliance Committee and Compensation Committee. Mr. Yzaguirre has also previously served on the Board of Directors of the Texas Business Hall of Fame Foundation (including serving as its Chairman) and on the Board of Directors of the Texas Wildlife Association. He obtained a Bachelor of Business Administration degree from the University of Texas at Austin in 1983 and a Juris Doctorate degree from the University of Texas School of Law in 1986.
In connection with Mr. Yzaguirre’s appointment to the Board, the Company entered into an Indemnification Agreement (the “Indemnification Agreement”) with Mr. Yzaguirre similar to Indemnification Agreements between the Company and its other directors and executive officers. The Indemnification Agreement requires the Company to indemnify Mr. Yzaguirre to the fullest extent permitted under Delaware law against liability that may arise by reason of his service to the Company, and to advance expenses incurred as a result of any proceeding against his as to which he could be indemnified. The foregoing description of the Indemnification Agreement is not complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.
On January 30, 2025, the Company issued a press release announcing Mr. Yzaguirre’s appointment to the Board as a new director. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
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