PRE 14A 1 a2020proxy.htm PRE 14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
 PROXY STATEMENT PURSUANT TO SECTION 14(a) of THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.     )
Filed by the Registrant    [X]
Filed by a Party other than the Registrant    [ ]
Check the appropriate box:
XPreliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12
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NEWPARK RESOURCES, INC.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
XNo fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)  Title of each class of securities to which transaction applies:
(2)  Aggregate number of securities to which transaction applies:
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Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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NOTICE OF ANNUAL MEETING AND PROXY STATEMENT


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NEWPARK RESOURCES, INC.






2021 Annual Meeting of Stockholders
May 20, 2021


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April , 2021
Dear Fellow Stockholder:
On behalf of the Board of Directors, you are cordially invited to attend the 2021 Annual Meeting of Stockholders of Newpark Resources, Inc. (the “Company”), which will be held on Thursday, May 20, 2021, at 10:00 a.m., Central Daylight Time, at the offices of the Company, 9320 Lakeside Boulevard, Suite 100, The Woodlands, Texas 77381. In the following pages, you will find the Notice of Annual Meeting of Stockholders as well as a Proxy Statement describing the business to be conducted at the meeting.

We continue to monitor developments regarding the COVID-19 pandemic. We would like to emphasize that the health of our stockholders, employees and other attendees remains a top priority. We strongly urge you to appoint a proxy to vote at the Annual Meeting on your behalf, as this is the preferred means of fully and safely exercising your right to vote. Although we continue to monitor the situation, we currently plan to hold the annual meeting in person in accordance with guidelines of social distancing provided by public health officials. The meeting will be as brief as possible, personal attendance is not recommended, stockholders are encouraged to vote in advance of the meeting and no food or refreshments will be provided at the meeting. In the event that our meeting venue has restricted access, we will communicate this information to our stockholders by way of announcement, which will be published on the investor relations page of our website at https://www.newpark.com and filed with the Securities and Exchange Commission. Please monitor the investor relations page of our website regularly, as circumstances may change at short notice, and we recommend that stockholders keep apprised of public official guidance regarding travel, self-isolation, social distancing, mask wearing, vaccinations and other health and safety precautions.

Whether or not you plan to attend the Annual Meeting, it is important that you study carefully the information provided in the accompanying Proxy Statement and vote. Please promptly vote your shares by telephone, by the Internet or, if the Proxy Statement was mailed to you, by marking, signing, dating and returning the proxy card in the prepaid envelope so that your shares can be voted in accordance with your wishes.
Thank you for your continued support.
Sincerely,
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PAUL L. HOWES
President and Chief Executive Officer


TABLE OF CONTENTS 
PROXY SUMMARY
  
 
 
 
PROPOSAL NO. 4 - APPROVAL OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED 2015 EMPLOYEE EQUITY INCENTIVE PLAN
 
PROPOSAL NO. 5 - APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2014 NON-EMPLOYEE DIRECTORS’ RESTRICTED STOCK PLAN
PROPOSAL NO. 6 - APPROVAL OF THE EXCLUSIVE FORUM SELECTION PROVISION IN THE COMPANY’S AMENDED AND RESTATED BYLAWS
 
 
APPENDIX A - AMENDMENT NO. 1 TO NEWPARK RESOURCES, INC. AMENDED AND RESTATED 2015 EMPLOYEE EQUITY INCENTIVE PLAN
APPENDIX B - NEWPARK RESOURCES, INC. AMENDED AND RESTATED 2015 EMPLOYEE EQUITY INCENTIVE PLAN
APPENDIX C - AMENDMENT NO.1 TO NEWPARK RESOURCES, INC. NON-EMPLOYEE DIRECTORS’ RESTRICTED STOCK PLAN
APPENDIX D - NEWPARK RESOURCES, INC. NON-EMPLOYEE DIRECTORS’ RESTRICTED STOCK PLAN
APPENDIX E - EXCLUSIVE FORUM SELECTION PROVISION IN NEWPARK RESOURCES, INC. AMENDED AND RESTATED BYLAWS



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NEWPARK RESOURCES, INC.
9320 Lakeside Boulevard, Suite 100
The Woodlands, Texas 77381
NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS
Date:MAY 20, 2021Only stockholders of record at the close of business on the Record Date will be entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement. A list of stockholders entitled to vote at the Annual Meeting will be available at the Annual Meeting and for 10 days prior to the Annual Meeting at our executive offices, 9320 Lakeside Boulevard, Suite 100, The Woodlands, Texas 77381.
Time:10:00 a.m. Central Daylight Time
Place:9320 Lakeside Boulevard, Suite 100
The Woodlands, Texas 77381
Record Date:March 26, 2021
MEETING AGENDA
(1)The election of seven director nominees named in this Proxy Statement to our Board of Directors;
(2)An advisory vote to approve our named executive officer compensation;
(3)
The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year 2021;
(4)Approval of an amendment to our Amended and Restated 2015 Employee Equity Incentive Plan;
(5)
Approval of an amendment to our 2014 Non-Employee Directors’ Restricted Stock Plan; and
(6)
Approval of the Exclusive Forum Selection Provision in our Amended and Restated Bylaws.
Our stockholders may also transact such other business at the Annual Meeting as may properly come before the meeting and any adjournments or postponements thereof. Our stockholders are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, please promptly vote your shares. The giving of your proxy will not affect your right to vote in person should you later decide to attend the Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record for you to follow in order to vote your shares.
Under the rules of the U.S. Securities and Exchange Commission, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice Regarding the Availability of Proxy Materials (the “Notice”) to our stockholders as of the close of business on the Record Date. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. The Notice also instructs you on how you may submit your proxy over the Internet or by mail. If you receive the Notice, you will not receive a printed copy of the proxy materials unless you request one in the manner set forth in the Notice or as otherwise described in the Proxy Statement.
How to Vote: Please vote by using one of the following voting methods. Please have your proxy materials in hand when voting by any one of these methods. You may need your control number in order to vote by one of the advance methods.
):*@
By Phone
1 (800) 690-6903
By Internet
www.proxyvote.com
By Mail
Mark, sign and date your proxy card and return it in the postage-paid envelope.
In Person
Attend the Annual Meeting and vote by ballot.
Dated:April , 2021
BY ORDER OF OUR BOARD OF DIRECTORS
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E. Chipman Earle
Vice President, General Counsel, Chief Compliance Officer,
Chief Administrative Officer and Corporate Secretary



PROXY SUMMARY
This summary highlights selected information found elsewhere in this Proxy Statement, which is being sent or made available to stockholders on or about April , 2021. This summary does not contain all of the information that you should consider before voting and therefore we urge you to review the complete Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 prior to voting.
ANNUAL MEETING OF STOCKHOLDERS
Time and Date10:00 a.m., Central Daylight Time, on May 20, 2021
PlaceNewpark Resources, Inc.
9320 Lakeside Boulevard, Suite 100
The Woodlands, Texas 77381
Record DateMarch 26, 2021
VotingStockholders of record at the close of business on the Record Date are entitled to receive notice of and may vote in person at the Annual Meeting or by proxy. Each share of our common stock entitles the holder to one vote on each matter submitted to a vote of stockholders. If you do not wish to vote in person or if you will not be attending the Annual Meeting, you may vote by proxy. You may vote by Internet or by following the instructions in the Notice Regarding the Availability of Proxy Materials or, if you requested printed copies of the proxy materials, you can vote by Internet, by telephone or by delivering your proxy through the mail. We recommend that you vote by proxy even if you plan to attend the Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions from the holder of record for you to follow in order to vote your shares. 
Common shares outstanding as of the Record Date[ ]
ANNUAL MEETING PROPOSALS
Voting Item Board Vote RecommendationPage
1. Election of seven director nominees named in this Proxy Statement to our Board of Directors
FOR each nominee
2. Advisory vote to approve named executive officer compensation
FOR
3. Ratification of appointment of independent registered public accounting firm
FOR
4. Approval of an amendment to the Company’s Amended and Restated 2015 Employee Equity Incentive PlanFOR
5. Approval of an amendment to the Company’s 2014 Non-Employee Directors’ Restricted Stock PlanFOR
6. Approval of the Exclusive Forum Selection Provision in the Company’s Amended and Restated BylawsFOR




OUR DIRECTOR NOMINEES
Committee Memberships
NomineeAgeDirector SinceAuditCompensationEnvironmental, Social & GovernanceIndependent
Anthony J. Best (Board Chair)712014ûûûü
G. Stephen Finley702007üüüü
Paul L. Howes652006ûûûû
Roderick A. Larson542014üüChairü
Michael A. Lewis592021üüüü
John C. Mingé592017üChairüü
Rose M. Robeson602018Chairüüü
Our experienced and qualified Board continues to improve our corporate governance practices as reflected by the following:
üNon-executive Chairman of the BoardXRelated party transactions that impair the independence of Board or Committee members
üEach Board member attends all committee meetingsXEntrenched Board or Committee members with excessive tenure
üSix of seven of our Board members are independentXClassified Board
üTwo Audit Committee Financial Experts serve on our Audit CommitteeX
Excessive annual cash retainers, equity awards or perquisites for Board members
üMajority vote principle with director resignation policy in Corporate Governance GuidelinesXAbsent or disengaged Board or Committee members
üReduced overall pay to directors by 15% in 2020 and mitigated dilution through 58% reduction in value of director restricted stock grants in 2020 versus 2019 and 65% reduction in value versus 2018
üESG Committee consisting solely of independent Board members oversees our ESG program
üDiverse Board required to seek out women and minority candidates for inclusion in nominee pool
ü
Regular rotation of Committee and Board Chairpersons
üAverage tenure of Board members is less than six years with mandatory Board retirement at age 75
OUR NAMED EXECUTIVE OFFICER COMPENSATION
At our 2020 Annual Meeting, our stockholders voted 87% in favor of our executive compensation disclosed in our 2020 proxy statement. We maintain an ongoing dialogue with investors and address any questions or concerns that they may have. Our stockholder engagements are generally focused on our top 25 stockholders who collectively owned approximately [ %] of our outstanding common stock as of March 26, 2021. We regularly meet with our stockholders in person, via telephone calls or videoconference calls and one-on-one at conferences throughout the year and receive feedback on topics including our long-term strategy, financial performance, environment, sustainability and governance (“ESG”) philosophy and practices and our executive compensation program. We will continue to regularly engage with our stockholders and consider their feedback as we develop our evolving executive compensation.




We continue to improve our compensation and governance practices, as reflected by the following:
üStock ownership guidelines for senior management and non-employee DirectorsXExcise tax gross-ups
üPay-for-performanceXRepricing options or SARs without stockholder approval
üAnnual say-on-pay voteXHedging or pledging Company shares by employees, officers, or directors
üIndependent compensation consultantXSingle-trigger change in control payments
üSignificant percentage of pay is “at risk” XExcessive perquisites
üMultiple financial performance metrics in annual incentive program
üRelative total stockholder return as performance metric in long-term incentive program
üRobust Clawback Policy
ü
Stock repurchase program in place to mitigate dilutive impact of management equity grants
üReduced NEO equity award values by 49% in 2020 versus 2019 in response to suppressed stock price value
üReduced NEO base salaries and benefits in 2020, in response to market collapse and COVID-19 uncertainty
OUR INDEPENDENT AUDITORS
The Audit Committee of our Board of Directors has determined that the accounting firm of Deloitte & Touche LLP (“Deloitte”) is independent from the Company and once again selected Deloitte as the Company’s independent auditors for fiscal year 2021. Deloitte has conducted the examination of the Company’s financial statements for each of the past 13 fiscal years. Consistent with the Sarbanes-Oxley Act of 2002 and SEC rules, our lead and concurring audit partners from Deloitte are required to rotate off of our account every five years and then are prohibited from working on our account for the next five years. Other audit partners at Deloitte who are not serving as our lead or concurring audit partners must rotate off of our account after seven years and then are subject to a two-year time out period. Deloitte’s total fees for fiscal years 2020 and 2019 were approximately $1.4 million and approximately $1.6 million, respectively, which included only $2,000 of non-audit services in each of fiscal years 2020 or 2019. Our Board recommends a vote for the ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for fiscal year 2021.




AMENDMENT TO OUR AMENDED AND RESTATED 2015 EMPLOYEE EQUITY INCENTIVE PLAN
Our 2015 Employee Equity Incentive Plan, as amended and restated effective May 23, 2019 (the “2015 Plan”) was initially adopted by our Board of Directors on April 6, 2015, approved by our stockholders at the 2015 Annual Meeting, subsequently amended in 2016 and 2017 and amended and restated in 2019. The maximum number of shares of common stock authorized for issuance under the 2015 Plan is currently set at 12,300,000 shares. Approval of the proposed amendment of the 2015 Plan is needed to replenish the pool of shares available for the grant of stock-based compensation. As of December 31, 2020, approximately 1,700,000 shares of our common stock remained available for grants under the 2015 Plan, which (assuming a grant price of $3.75 per share) is approximately 530,000 shares of common stock fewer than our Compensation Committee believes will be needed to make the planned long-term incentive grants in May 2021 in order to maintain target level executive compensation at the median of our peer group.
On March 16, 2021, our Compensation Committee recommended and our Board of Directors authorized, subject to stockholder approval, an amendment to the 2015 Plan to increase the number of shares available for issuance under the 2015 Plan by 2,000,000 shares. If approved by the stockholders, the request to increase the number of shares for future issuance under the 2015 Plan will contribute to an additional potential dilution of approximately 10.4%. This additional potential dilution was calculated by dividing the requested increase of 2,000,000 shares to the share reserve by the sum of (i) the total number of shares available for issuance under the 2015 Plan prior to its amendment, (ii) all unvested shares and unexercised stock options previously awarded and outstanding under the 2015 Plan and any prior plan, and (iii) the total number of shares of outstanding common stock of the Company as of March 16, 2021.
Our Board recommends a vote for the proposed amendment to the 2015 Plan as it will enable our Compensation Committee to continue to grant equity awards at market competitive levels to our key employees, thereby preserving cash for other strategic uses while at the same time aligning the interests of our senior management with our stockholders.
The following reflects a summary of our employee equity incentive plan practices:
ü
Acquired 3.5 million shares over the last two years through our stock repurchase program, forfeitures by employee terminations and shares withheld for taxes which mitigated the dilutive impact of management equity grants
XStock options have not been awarded to any employees, including our NEOs, since 2016
üReduced NEO equity award values by 49% in 2020 versus 2019 in response to suppressed stock price valueXPlan does not include excessive use of restricted stock units
üIncreased performance cash weightings in long-term incentive plan mix from 25% in 2018 to 50% in 2020
AMENDMENT TO OUR 2014 NON-EMPLOYEE DIRECTORS’ RESTRICTED STOCK PLAN
Our 2014 Non-Employee Directors’ Restricted Stock Plan (the “2014 Director Plan”) was adopted by the Compensation Committee of the Board of Directors on April 10, 2014. The maximum number of shares of common stock currently authorized for issuance under the 2014 Director Plan is set at 1,000,000 shares. Approval of the proposed amendment of the 2014 Director Plan is needed to replenish the pool of shares available for the grant of restricted shares. As of December 31, 2020, approximately 157,000 shares of our common stock remained available for grants under the 2014 Director Plan, which (assuming a grant price of $3.75 per share) is approximately 88,000 shares of common stock fewer than our Compensation Committee believes will be needed to make the planned long-term incentive grants to our non-employee directors in May 2021 in order to maintain target level director compensation at the median of our peer group.
On March 16, 2021, our Compensation Committee recommended and our Board of Directors authorized, subject to stockholder approval, an amendment to the 2014 Director Plan to increase the number of shares available for issuance under the 2014 Director Plan by 200,000 shares. If approved by the stockholders, the request to increase the number of shares for future issuance under the 2014 Director Plan will contribute to an additional potential dilution of approximately 0.2%. This additional potential dilution was calculated by dividing the requested increase of 200,000 shares to the share reserve by the sum of (i) the total number of shares available for issuance under the 2014 Director Plan prior to its amendment, (ii) all unvested shares previously awarded and outstanding under the 2014 Director Plan and any prior plan, and (iii) the total number of shares of outstanding common stock of the Company as of March 16, 2021.
Our Board recommends a vote for the proposed amendment to the 2014 Director Plan as additional shares will allow us to further link the personal interests of our non-employee directors to the interests of our stockholders by providing such directors with an incentive to make significant and extraordinary contributions to the long-term performance and growth of our Company.



The following reflects a summary of our non-employee director restricted stock plan practices:
ü
Acquired 3.5 million shares over the last two years through our stock repurchase program, forfeitures by employee terminations and shares withheld for taxes which mitigated the dilutive impact of non-employee equity grants
X
Excessive annual cash retainers, equity awards or perquisites for non-employee directors
üShares granted to non-employee directors in 2020 reflect 58% reduction in value to 2019 and a 65% reduction in value compared to 2018XStock options are not included in the 2014 Director Plan or otherwise issued to our non-employee directors
üIncreased cash weightings in annual equity and cash retainers to preserve shares and reduce dilution

EXCLUSIVE FORUM SELECTION PROVISION IN OUR AMENDED AND RESTATED BYLAWS
We are seeking ratification of the provision of the Company’s Amended and Restated Bylaws (the “Bylaws”) designating Delaware as the exclusive forum for certain litigation.
On August 12, 2020, our Board of Directors adopted and approved the Amended and Restated Bylaws of the Company (the “Bylaws”). As a result of the amendment and restatement, Article X of the Bylaws (the “Exclusive Forum Selection Provision”) provides that, unless the Company consents in writing to the selection of an alternative forum, (i) the Delaware Court of Chancery or, if such court lacks subject matter jurisdiction, another state or federal court located within the State of Delaware, will be the sole and exclusive forum with respect to (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, stockholder, employee or agent of the Company to the Company or its stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty, (c) any action asserting a claim against the Company or any current or former director, officer, stockholder, employee or agent of the Company arising out of or relating to any provision of the Delaware General Corporation Law (“DGCL”), the Company’s Certificate of Incorporation or the Bylaws, (d) any action asserting a claim related to or involving the Company or any director, officer, stockholder, employee or agent of the Company that is governed by the internal affairs doctrine of the State of Delaware, or (e) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL; and (ii) the U.S. Federal District Court in Wilmington County, Delaware is the sole and exclusive forum for any action arising under the Securities Act of 1933. Pursuant to the Bylaws, any person or entity purchasing or otherwise acquiring any interest in shares of the Company’s capital stock will be deemed to have notice of and consented to the Exclusive Forum Selection Provision. Section 27 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Accordingly, the Exclusive Forum Selection Provision does not apply to claims arising under the Exchange Act.
The Exclusive Forum Selection Provision was approved and adopted by the Board of Directors on August 12, 2020, and stockholder approval of the Exclusive Forum Selection Provision is not required by Delaware law, the Bylaws or the Company’s Articles of Incorporation. Nevertheless, the Board considers the Exclusive Forum Selection Provision an important issue and so is asking the Company’s stockholders to ratify the Exclusive Forum Selection Provision. If the proposal for ratification is not approved by stockholders, the Board will amend the Bylaws to remove the Exclusive Forum Selection Provision within ten business days following the Annual Meeting.
Our Board recommends a vote for the proposed Exclusive Forum Selection Provision as we believe it to be in the best interests of the Company and its stockholders.



NEWPARK RESOURCES, INC.
9320 Lakeside Boulevard, Suite 100
The Woodlands, Texas 77381
 PROXY STATEMENT
April , 2021
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Newpark Resources, Inc. (the “Company”) for the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the offices of the Company, 9320 Lakeside Boulevard, Suite 100, The Woodlands, Texas 77381 on Thursday, May 20, 2021, at 10:00 a.m., Central Daylight Time, and any postponements or adjournments of the Annual Meeting.
Notice Regarding the Availability of
Proxy Materials
In accordance with rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we are making this Proxy Statement and related materials available over the Internet under the “notice and access” delivery model. A Notice Regarding the Availability of Proxy Materials was first mailed on or about April , 2021 to all stockholders of record at the close of business on the record date, March 26, 2021. The Notice Regarding the Availability of Proxy Materials is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information and are available on the Internet and by mail. Stockholders are encouraged to access and review the proxy materials before voting.
This Proxy Statement, the form of proxy and voting instructions are being made available on or about April , 2021 at www.proxyvote.com. You may also request a printed copy of this Proxy Statement and the form of proxy by telephone at 1-800-690-6903, via the Internet at www.proxyvote.com or by email in accordance with the instructions given in the Notice Regarding the Availability of Proxy Materials. Our Annual Report to Stockholders, including financial statements, for the fiscal year ended December 31, 2020, is being made available at the same time and by the same method described above. The Annual Report to Stockholders is not to be considered as part of the proxy solicitation materials or as having been incorporated by reference therein.
Any stockholder may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis by making such request via the Internet, email or by telephone. A request to receive proxy materials in printed form or electronically by email will remain in effect until the request is terminated by the stockholder.
Householding Information
Stockholders residing in the same household who hold their shares in the name of a bank, broker or other holder
of record may receive only one Notice Regarding the Availability of Proxy Materials. This process is called “householding.” Once begun, householding may continue unless instructions to the contrary are received from one or more of the stockholders within the household.
Street name stockholders in a single household who received only one copy of the Notice Regarding the Availability of Proxy Materials may request to receive separate copies in the future by following the instructions provided on the voting instruction form sent to them by their bank, broker or other holder of record. Similarly, street name stockholders who are receiving multiple copies may request that only a single set of materials be sent to them in the future by checking the appropriate box on the voting instruction form. Otherwise, street name stockholders should contact their bank, broker, or other holder.
If you are receiving multiple copies of the Notice Regarding the Availability of Proxy Materials, you also may request orally or in writing to receive a single copy, or if you would like to opt out of householding this year and would like to receive additional copies of proxy materials mailed to you, please contact us by calling (281) 362-6800, or writing to Corporate Secretary, Newpark Resources, Inc., 9320 Lakeside Boulevard, Suite 100, The Woodlands, Texas 77381.
Revocation of Proxies
Any stockholder giving a proxy may revoke the proxy before it is voted by notifying our Corporate Secretary in writing before or at the Annual Meeting, by providing a proxy bearing a later date to our Corporate Secretary, by voting again via the Internet or telephone, or by attending the Annual Meeting and expressing a desire to vote in person.
If you are a beneficial owner and wish to change your vote, you must contact the bank, broker or other holder of record that holds your shares prior to the Annual Meeting to assist you with this process.
2021 Proxy Statement | 1


Vote Requirement for Each Proposal and Board Recommendation
Voting ItemVoting StandardTreatment of Abstentions and Broker Non-VotesBoard Vote Recommendation
Election of seven director nominees named in this Proxy Statement to our Board of DirectorsMajority of the shares present and entitled to voteBroker non-votes are treated as not present and not entitled to vote on the matter and will have no effect on the outcome. However, abstentions constitute shares that are present and entitled to vote and will be treated as a vote against.FOR each nominee
Advisory vote to approve named executive officer compensationMajority of the shares present and entitled to voteBroker non-votes are treated as not present and not entitled to vote on the matter and will have no effect on the outcome. However, abstentions constitute shares that are present and entitled to vote and will be treated as a vote against.FOR
Ratification of independent registered public accounting firmMajority of the shares present and entitled to voteBrokers have discretionary authority to vote unless prior instructions have been received. Abstentions constitute shares that are present and entitled to vote and will be treated as a vote against.FOR
Amendment to our Amended and Restated 2015 Employee Equity Incentive PlanMajority of the shares present and entitled to voteBroker non-votes are treated as not present and not entitled to vote on the matter and will have no effect on the outcome. However, abstentions constitute shares that are present and entitled to vote and will be treated as a vote against.FOR
Amendment to our 2014 Non-Employee Directors’ Restricted Stock Plan
Majority of the shares present and entitled to vote
Broker non-votes are treated as not present and not entitled to vote on the matter and will have no effect on the outcome. However, abstentions constitute shares that are present and entitled to vote and will be treated as a vote against.
FOR
Approval of the Exclusive Forum Selection Provision in our Amended and Restated Bylaws
Majority of the shares present and entitled to vote
Broker non-votes are treated as not present and not entitled to vote on the matter and will have no effect on the outcome. However, abstentions constitute shares that are present and entitled to vote and will be treated as a vote against.FOR
Subject to any revocation, all proxies will be voted as directed by the stockholder on the proxy card. If no choice is specified, proxies will be voted according to the recommendation of the Board as listed in the table above.
The proxy confers discretionary authority to the persons named in the proxy authorizing those persons to vote, in their discretion, on any other matters properly presented at the Annual Meeting. Management is not currently aware of, nor does it intend to present at the Annual Meeting, any such other matters.
Beneficial Ownership
If your shares are held by a bank, broker or other nominee, you are considered the beneficial owner of the shares and the shares are considered to be held in street name for your account. As the beneficial owner, you have the right to direct your bank, broker or nominee to vote your shares as you instruct. If you do not instruct your
bank, broker, or nominee on how to vote your shares, then such bank, broker or nominee will only have discretion to vote your shares on routine matters only. Other matters considered non-routine will not be voted on by your bank, broker or nominee, which is called a “broker non-vote.”
The following agenda items are considered non-routine; therefore, your bank, broker or other nominee will not be
2021 Proxy Statement | 2


able to vote your shares on these items unless you have given explicit instructions to do so:
Election of directors;
Advisory vote to approve named executive officer compensation;
Amendment to our Amended and Restated 2015 Employee Equity Incentive Plan;
Amendment to our 2014 Non-Employee Directors’ Restricted Stock Plan; and
Exclusive Forum Selection Provision in our Amended and Restated Bylaws.
If you do not instruct your bank, broker or nominee how to vote your shares on the foregoing agenda items, then your shares will be considered “broker non-votes” with respect to those proposals.
The ratification of the appointment of Deloitte & Touche LLP is considered a routine agenda item and your bank, broker or other nominee is permitted to vote your shares even if such bank, broker or nominee does not receive voting instructions from you.
Quorum
The presence at the Annual Meeting, either in person or by proxy, of the holders of a majority of the shares of our
common stock outstanding on the record date is necessary to constitute a quorum for the transaction of business. Abstentions and “broker non-votes” are counted for purposes of determining the presence of a quorum.
Solicitation of Proxies
The cost of preparing, printing and delivering this Proxy Statement, the Notice Regarding the Availability of Proxy Materials and the form of proxy, as well as the cost of soliciting proxies relating to the Annual Meeting, will be borne by us. In addition to this distribution, officers and other regular employees of ours may solicit proxies personally, electronically or by telephone, but no additional compensation will be paid to these individuals on account of these activities. We will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding proxy materials to the beneficial owners of the shares held by them of record.
CORPORATE GOVERNANCE
Our business and affairs are managed under the direction of the Board of Directors. The Board of Directors establishes broad corporate policies, has responsibility for our overall performance and strategy and authorizes various types of transactions but is not involved in the details of the day-to-day operations of the business. The Board of Directors maintains a focus on our Core Values, which we believe will create long-term value for our stockholders.
Board Leadership Structure
The Board evaluates its leadership structure and role in risk oversight on an ongoing basis. The Board believes that part of an effective Board leadership structure is to have either an independent director as the Chairman of the Board or to designate a Lead Director that is separate from the Chief Executive Officer (“CEO”), as it provides, among other things, sufficient independence between the Board and management and facilitates our Board’s ability to carry out its roles and responsibilities on behalf of our stockholders. Mr. Best has served as an independent member of our Board since 2014 and as our non-executive Chairman of the Board since 2018. As Mr. Best is an independent director, we believe it is not necessary to appoint a Lead Director.
The principal responsibilities of the non-executive Chairman of the Board are:
To manage the organization, functioning and affairs of the Board of Directors, in order to enable it to meet its obligations and responsibilities;
To facilitate the functioning of the Board of Directors independently of management and maintain and enhance the governance quality of the Company and the Board;
To interact regularly with the CEO and other executive officers on major strategy issues and the handling of major business issues and opportunities, matters of corporate governance and performance issues, including providing feedback from other Board members and acting as a “sounding board” for the CEO;
Together with the Chair of the Compensation Committee, to conduct a formal evaluation of the CEO’s performance at least annually; and
To lead the Board of Directors in the execution of its responsibilities to our stockholders.
A complete description of the responsibilities of the non-executive Chairman of the Board is set forth in a Chairman of the Board charter adopted by the Board of Directors, a copy of which is available on our website at
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www.newpark.com/governance. A description of the powers and duties of the Chairman of the Board is also set forth in our bylaws.

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Meeting Attendance
Each director is elected to a one-year term. Our Board of Directors held twelve meetings during 2020. Each director attended at least 75% of the meetings of the Board of Directors held while serving as a member of the Board of Directors and of each committee of which such director was a member that was held during the time such director was a member. The independent directors meet regularly in executive sessions at which time only independent directors are present, and the Chairman of the Board chairs those sessions.
Director Attendance at Annual Meeting
We have a policy encouraging the attendance of all directors at our annual meetings of stockholders, and we make all appropriate arrangements for directors that choose to attend, including reimbursement of their reasonable travel expenses. All of our then-current directors attended the 2020 Annual Meeting of Stockholders either in person or by phone due to COVID-19 travel restrictions.
Director Independence
The Board of Directors has determined that each of Ms. Robeson and Messrs. Best, Finley, Larson, Lewis and Mingé is an “independent director” as that term is defined in the listing standards of the New York Stock Exchange (the “NYSE”). In making these determinations regarding independence, the Board of Directors evaluated commercial, consulting, charitable, familial, and other relationships with each of its directors and entities of which such director is an executive officer, partner, member, and/or significant stockholder.
As part of this annual evaluation, the Board of Directors noted that none of the directors received any consulting, advisory, or other compensatory fees from us (other than for services as a director) or is a partner, member, or principal of an entity that provided accounting, consulting, legal, investment banking, financial, or other advisory services to our Company, and none of the express independence disqualifications contained in the NYSE rules apply to any of them. On an ongoing basis, the Chairman of the ESG Committee along with the General Counsel evaluates commitments of the directors, including changes in occupation and other Board memberships, to determine continuing independence.
Based on this independence review and annual evaluation, and on other facts and circumstances the Board of Directors deemed relevant, the Board of Directors, in its business judgment, determined that each of our incumbent director nominees is independent, with the exception of Mr. Howes, who is our President and CEO.
Until his retirement in December 2019, Mr. Mingé was an employee of BP America, Inc., a subsidiary of BP p.l.c.
(“BP”), which is a customer of our Company. In addition, Mr. Mingé’s son has been a non-executive employee of BP since 2014. However, BP has not made payments to the Company for property or services in an amount which, in any of 2020, 2019, or 2018, exceeded the greater of $1.0 million or 2% of BP’s consolidated gross revenues. Neither Mr. Mingé nor his son was involved in any decision to award work to us. The Board of Directors determined that the relationship between our Company and BP did not disqualify Mr. Mingé from being considered an independent director.
Ms. Robeson currently serves on the Board of Directors of Antero Midstream Corporation (“Antero”), SM Energy Company (“SM Energy”) and Williams Company, Inc. (“Williams"). Each of Antero Water LLC, an indirect subsidiary of Antero, SM Energy and Williams is a customer of our Company. However, none of Antero, SM Energy or Williams made payments for property or services in an amount which, in any of 2020, 2019, or 2018, exceeded the greater of $1.0 million or 2% of Antero’s, SM Energy’s, or Williams’, respectively, consolidated gross revenues. Ms. Robeson was not involved in any decision to award work to us. The Board of Directors determined that the relationship between our Company and any of Antero, SM Energy, or Williams did not disqualify Ms. Robeson from being considered an independent director.
Mr. Best currently serves on the Board of Directors of ProPetro Holding Corp. ("ProPetro"), which is a customer of our Company. However, ProPetro has not made payments to the Company for property or services in an amount which, in any of 2020, 2019, or 2018, exceeded the greater of $1.0 million or 2% of ProPetro's consolidated gross revenue. The Board of Directors determined that the relationship between our Company and ProPetro did not disqualify Mr. Best from being considered an independent director.
Mr. Finley currently serves on the Board of Directors of Westlake Chemical Partners GP LLC, which is the general partner of Westlake Chemical Partners LP, a limited partnership formed by Westlake Chemical Corporation (“Westlake”). Certain subsidiaries of Westlake have engaged in transactions with our Company; however, no payments were made or received in an amount which, in any of 2020, 2019, or 2018, exceeded the greater of $1.0 million or 2% of Westlake’s consolidated gross revenues. The Board of Directors determined that the relationship between our Company and Westlake did not disqualify Mr. Finley from being considered an independent director.

Board Role in Risk Management
The Board, as a whole and through its committees, retains responsibility for overseeing our Company’s processes for assessing and managing risk, although it is management’s responsibility to manage risk on a day-to-day basis. The
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Board discharges its responsibility, in part, through regular inquiries from the Chairman of the Board to management, periodic communications from management to the Board of Directors of particular risks and events, and discussions during Board meetings with and without management of general and specific risks to the Company. The Board also participates with senior management in periodically reviewing enterprise risks, analyzing trends in such risks over time, considering mitigation plans for such risks and auditing such mitigation plans.
The Board also delegates the oversight of certain specific risks to committees of the Board. For example, the Board delegates to the ESG Committee the oversight of the Company’s ESG program, including any ESG risks material to the Company’s business and long-term strategy. The Board further delegates to the Compensation Committee the assessment of our Company’s compensation plans with regard to whether such plans encourage the taking of inappropriate levels of risk. The Board further delegates to the Audit Committee the oversight of the risk assessment undertaken by management to develop the scope and coverage of reviews conducted by our internal audit function.
Director Nominations
The ESG Committee is responsible for periodically evaluating and making recommendations to the Board of Directors with respect to the size and composition of the Board of Directors. In order to assist the ESG Committee, our Board of Directors included in our Corporate Governance Guidelines certain criteria that we believe minimize the risk of compromising the independence of the Board, while adding to the diversity and depth of knowledge of our Board members. The general qualification criteria of director nominees are that such nominee:
is of the highest integrity and character;
is willing and able to devote sufficient time to effectively carry out the duties and responsibilities of a director;
has the objectivity, ability and desire to represent the interests of our stockholders as a whole, free from any conflict of interest;
has familiarity with our business and the industries in which we operate;
has held positions with a high degree of responsibility and relevant expertise and experience to offer advice and guidance; and
has independence of thought and financial literacy.
The ESG Committee also assesses the core competencies most needed in any new members of the Board, such as backgrounds in strategy, finance, safety, operations, marketing, and relevant industries. As set forth in our Corporate Governance Guidelines, our ESG Committee evaluates the full composition of the Board so that it will reflect a range of abilities, experiences and perspectives
appropriate to our Company. As such, consideration of diversity of viewpoints, expertise and experience as well as gender, ethnicity and background are all assessed by our ESG Committee when evaluating a nominee for our Board of Directors. As part of the search process for any new director, our Corporate Governance Guidelines require the ESG Committee to actively seek out female and minority candidates to include in the pool from which Board nominees are chosen.
Stockholder Recommendations for Board Nominations
The ESG Committee will consider nominees recommended by stockholders who meet the eligibility requirements for submitting stockholder proposals for inclusion in the next proxy statement, including those eligibility requirements set forth in our Corporate Governance Guidelines. In order to nominate a director at the annual meeting, our bylaws require that a stockholder be entitled to vote in the election of directors and follow the procedures set forth in the bylaws. Our bylaws are available on our website at www.newpark.com/governance.
Shareholder nominations must be made pursuant to written notice delivered in accordance with the following instructions not earlier than 5:00 pm Eastern Time on December 9, 2021 nor later than 5:00 pm Eastern Time on the date that is 90 days prior to the meeting; provided, that if the date of the meeting is advanced by more than 30 days or delayed by more than 70 days from December 9, 2021, or if no annual meeting was held in the preceding year, such notice will be considered timely if properly delivered not earlier than the 120th day prior to the meeting nor later than 5:00 pm Eastern Time on the later of the 90th day prior to the meeting or the 10th day following the day on which public announcement regarding the date of the meeting was communicated to the shareholders.

The shareholder notice must set forth the following:
certain information regarding individual or individuals whom the shareholder proposes to nominate for election or reelection as a director (the “Proposed Nominee”);
certain information regarding the shareholder and any “Stockholder Associated Person” (as the term is defined in our bylaws);
a complete and accurate description of any pending or, to such shareholder’s knowledge, threatened legal proceeding in which such shareholder, any Proposed Nominee or any Stockholder Associated Person is a party or participant involving the Company or any officer, affiliate or associate of the Company;
a representation from the shareholder as to whether the shareholder or any Stockholder Associated Person intends or is part of a group
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which intends (I) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to elect the Proposed Nominee and/or (II) otherwise to solicit proxies in support of such Proposed Nominee;
whether and the extent to which any agreement, arrangement or understanding has been made, the effect or intent of which is to increase or decrease the voting power of such shareholder or such Stockholder Associated Person with respect to any shares of the capital stock of the Company, without regard to whether such transaction is required to be reported on a Schedule 13D in accordance with the Exchange Act;
a representation that such shareholder is a holder of record of stock of the Company entitled to vote at such meeting, that such shareholder intends to vote such stock at such meeting, and that such shareholder intends to appear in person or by proxy at the annual meeting to nominate any Proposed Nominees, and an acknowledgment that if such shareholder does not appear to present such any such Proposed Nominees at such annual meeting, the Company need not present such nominee for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the Company; and
other information reasonably required by the Company to determine the eligibility of such Proposed Nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee, under the listing standards of each principal securities exchange upon which the shares of the Company are listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board in determining and disclosing the independence of the Company’s directors, including those applicable to a director’s service on any of the committees of the Board.

In addition to complying with the foregoing procedures, any stockholder nominating a director must also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder.
The stockholder making the recommendation also should submit information demonstrating the number of shares such stockholder owns. Stockholders may send recommendations for director candidates for the 2022 Annual Meeting to the ESG Committee by U.S. mail or
overnight delivery at the following address: Chair, ESG Committee, c/o Corporate Secretary, Newpark Resources, Inc., 9320 Lakeside Boulevard, Suite 100, The Woodlands, Texas 77381.
Candidates recommended by the ESG Committee must include a sufficient number of persons who, upon election, would be independent directors having the skills, experience and other characteristics necessary to provide qualified persons to fill all Board committee positions required to be filled by independent directors under the listing standards of the NYSE and the rules and regulations of the SEC. In considering any candidates recommended by stockholders, the ESG Committee will take into account the same factors as apply to all other prospective nominees.
Board Orientation and Education
The ESG Committee, with the support and assistance of the executive officers, is responsible for establishing an orientation plan for new directors, along with the coordination and scheduling of educational opportunities for the Board. The orientation program includes a review of our governance documents and policies, along with individual meetings with our executive leaders, and tours of key facilities. In addition, over the last several years, the ESG Committee has coordinated training sessions by outside experts during Board meetings related to, among other things: risk assessment, insurance and management; long-term strategy development and testing; shareholder activism; investor perspective on ESG practices and trends; industry-specific education; macro-economic trends in the U.S. and global economies; and director fiduciary duties under Delaware law. The Board also attends continuing education seminars either in person or electronically that are hosted by outside experts such as the National Association of Corporate Directors in order to stay current with best practices and evolving trends. Finally, management regularly provides the Board with published articles and white papers authored by outside experts on topics ranging from stockholder activism during the COVID-19 pandemic to ESG trends to proxy advisory firm ratings, guidance and proposed regulations.

Stockholder Communication with
Board Members
The Board of Directors has established a process for stockholders to send communications, other than sales-related communications, to one or more of its members. These communications should be sent by letter addressed to the member or members of the Board of Directors to whom the communication is directed, care of the Corporate Secretary, Newpark Resources, Inc., 9320 Lakeside Boulevard, Suite 100, The Woodlands, Texas 77381. These communications, other than sales-related communications, will be forwarded to the Board member or members specified.
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CORPORATE GOVERNANCE GUIDELINES
We are committed to adhering to sound principles of corporate governance and have adopted Corporate Governance Guidelines that the Board of Directors believes promote the effective functioning of the Board of Directors, its committees and our Company. The Corporate Governance Guidelines conform to the NYSE corporate governance listing standards and SEC rules and address, among other matters, director qualifications, independence and responsibilities, majority vote principles, Board committees, Board access to senior management, the independent accountants and other independent advisors, compensation of directors and assessments of committee performance. The Corporate Governance Guidelines are available on our website at www.newpark.com/governance and are also available, without charge, upon request to our Corporate Secretary at Newpark Resources, Inc., 9320 Lakeside Boulevard, Suite 100, The Woodlands, Texas 77381.
Majority Vote Principle
Our Corporate Governance Guidelines provide for a majority vote principle in connection with the election of our directors. Under our bylaws, directors in uncontested elections are elected by a majority of the shares present in person or represented by proxy at the meeting and entitled to vote. Under our majority vote principle, a nominee in an uncontested election who does not receive a majority of the votes of holders having voting power “for” that nominee’s election is subject to our director resignation policy described below. Under our Corporate Governance Guidelines, an uncontested election is one at which the number of nominees for election as director is not greater than the number of directors to be elected.
Director Resignation Policy
The Corporate Governance Guidelines provide that the Board of Directors may require, in order for any incumbent director to become a nominee for further service on the Board of Directors, that the incumbent director submit to the Board of Directors an irrevocable resignation. The irrevocable resignation will be conditioned upon, and shall not become effective until there has been:
a failure by that nominee to receive a majority of the votes of holders having voting power “for” such nominee’s election in any uncontested election of directors; and
acceptance of the resignation by the Board of Directors.
In the event a director does not receive a majority of the votes of holders having voting power “for” such director’s election, the ESG Committee will make a recommendation to the Board of Directors regarding the action to be taken with respect to the tendered resignation. A director whose resignation is being considered will not participate in any committee or Board of Directors meetings where
the consideration is such director’s resignation. The Board of Directors will act on the recommendation of the ESG Committee within 90 days following the certification of the stockholder vote, and the Board of Directors will promptly and publicly disclose its decision. Each of the nominees for election to the Board of Directors has submitted an irrevocable resignation in accordance with our Corporate Governance Guidelines.
Director Retirement Age
Our Corporate Governance Guidelines include a director retirement age policy. Under that policy, any person who is 75 years of age or more is not eligible to be elected as a director, although any director reaching the age of 75 while in office may serve the remainder of such director’s term until the next annual meeting of stockholders. Each of our directors is currently younger than 75 years of age and have an average age of 63 years with an average tenure of less than six years on the Board.
Executive Sessions of
Non-Management Directors
Our Corporate Governance Guidelines require the non-management directors meet at least twice each year in executive session, without management present. However, management employees may be invited to attend portions of these meetings if deemed appropriate by the non-management directors to provide information necessary for the meetings. Executive sessions were held as part the Board’s regularly scheduled meetings in 2020 and were presided over by Mr. Best, our non-executive Chairman of the Board.
Interested parties may direct their concerns to the Chairman of the Board or to any other non-management director or directors by following the procedures set forth in the section entitled “Stockholder Communication with Board Members.”

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STOCK OWNERSHIP GUIDELINES
To encourage our non-employee directors and executive officers to achieve and maintain an appropriate ownership interest in our Company, the Board of Directors approved stock ownership guidelines for our non-employee directors that are included in the Company’s Corporate Governance Guidelines as well as separate stock ownership guidelines for our executive officers that are described in further detail in the “Compensation Discussion and Analysis” section of this Proxy Statement under the heading “Stockholder Alignment.” Our Corporate Governance Guidelines require each of our non-employee directors to own shares of our common stock valued at five times their annual cash retainer. Our non-employee directors are provided a grace period of five years from the date of first election to the Board to reach the required level of stock ownership. In the event of an increase in the annual cash retainer or an increase in the stock ownership requirement, the non-employee directors are provided a new grace period of five years from the effective date of the increase to acquire any additional shares needed to meet the stock ownership guidelines. A non-employee director is not considered to be out of compliance with the stock ownership guidelines simply due to a drop in stock price; provided, however, any non-employee director in this situation is not permitted to sell shares until compliance is regained and any subsequent sale of shares must not cause the non-employee director’s ownership level immediately following such sale to fall below the applicable stock ownership requirement level at that time. As of April___2021, each of our non-employee directors was in compliance with the ownership guidelines.
RELATED PERSON TRANSACTIONS
The Board of Directors has adopted a Policy Regarding Covered Transactions with Related Persons (“Related Person Policy”) that requires the approval or ratification by the Audit Committee of any Covered Transaction (as defined in the Related Person Policy). A Covered Transaction includes, but is not limited to, any financial transaction, arrangement or relationship or any series of similar transactions, arrangements or relationships, including indebtedness and guarantees of indebtedness, in which (a) the aggregate amount involved will or may be expected to exceed $100,000 in any calendar year, (b) we are a participant and (c) any related person has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). The policy provides that any director, director nominee or executive officer must provide to the Chief Administrative Officer and Chair of the Audit Committee prior notification of all proposed terms of any Covered Transaction (other than related party transactions involving compensation matters and certain ordinary course transactions). The Audit Committee must review the relevant facts and circumstances of the Covered Transaction, including if the terms and conditions of the transaction are generally available to third parties under similar terms or conditions, take into account the level of interest or relationship to the related person and the impact on a director’s independence, and either approve or disapprove the Covered Transaction. If the Audit Committee (or the Chairman of the Audit Committee pursuant to such Chairman’s delegated authority) is unable to provide advance approval of a Covered Transaction, the transaction will be considered at the next regularly scheduled meeting of the Audit Committee. At the next meeting, the Audit Committee will evaluate all options, including, but not limited to, ratification, amendment or termination of the Covered Transaction. No director may participate in approval of a Covered Transaction for which such director is a related person.
CODE OF ETHICS
The Board of Directors also has adopted a Code of Ethics for Senior Officers and Directors that applies to all of our directors, our principal executive officer, principal financial officer, principal accounting officer or controller, and other senior officers. The Code of Ethics for Senior Officers and Directors contains policies and procedures applicable to our directors and, as to our senior officers, supplements our Code of Business Ethics and Conduct, which is applicable to all of our employees (together with the Code of Ethics for Senior Officers and Directors, the “Codes”). The purposes of the Codes, among other matters, are to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. The Codes promote full, fair, accurate, timely and understandable disclosure in reports and other documents that we file with, or submit to, the SEC and in other public communications. The Codes also require compliance with applicable governmental laws, rules and regulations, including, without limitation, insider trading laws. The Codes further require the prompt internal reporting of violations of the Codes to an appropriate person or persons and accountability for adherence to the Codes.
Any amendments to, or waivers of, the Codes with respect to our principal executive officer, principal financial officer or principal accounting officer or controller, or persons performing similar functions, will be disclosed on our website within four business days following the date of the amendment or waiver.
Copies of our Code of Ethics for Senior Officers and Directors and our Code of Business Ethics and Conduct are available on our website at www.newpark.com/governance and are also available in print upon request from our Corporate Secretary.
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HEDGING AND PLEDGING POLICY
Under the Company’s Code of Business Ethics and Conduct and insider trading policy, all directors, executive officers and employees are generally prohibited from pledging our Company’s securities for a loan or engaging in speculative transactions in our Company’s securities, including short-term trading, short sales, transactions in derivative securities (including puts and calls), hedging transactions and purchasing Newpark securities on margin.
BOARD COMMITTEES
The Board of Directors has established three standing committees, the Audit Committee, the Compensation Committee, and the ESG Committee (formerly known as the Nominating and Corporate Governance Committee). The Chairman of the Board attends all committee meetings, but is not a member of any committee so does not cast a vote therein. Each committee operates under a written charter approved by the Board of Directors. Copies of these charters, which set forth the specific responsibilities of the committees, as well as copies of our Corporate Governance Guidelines, our Code of Business Ethics and Conduct, our Code of Ethics for Senior Officers and Directors and our charter of the Chairman of the Board, are available on our website at www.newpark.com/governance. Stockholders also may obtain printed copies of these items, without charge, by contacting us at the following address:
Newpark Resources, Inc.
9320 Lakeside Boulevard, Suite 100
The Woodlands, Texas 77381
Attn: Corporate Secretary
Audit Committee
As of March 26, 2021, the members of the Audit Committee were Rose M. Robeson (Chair), G. Stephen Finley, Roderick A. Larson, Michael A. Lewis, and, John C. Mingé. The Board of Directors has determined that each member of the Audit Committee is independent and “financially literate” under applicable SEC rules and NYSE listing rules and is an “independent director” under applicable NYSE listing rules. The Board of Directors also has determined that Ms. Robeson and Mr. Finley each qualifies as an “audit committee financial expert” as defined by applicable SEC rules. The Audit Committee met eight times during 2020 and did not take any action by unanimous written consent.
The Audit Committee is responsible for the selection, evaluation, compensation and, when necessary, replacement of the independent registered public accounting firm. The Audit Committee also has responsibility for providing independent review and oversight of the integrity of our financial statements, the financial reporting process, our systems of internal accounting and financial controls, the performance of our internal audit function and the independent auditors, the independent auditors’ qualifications and independence and our compliance with ethics policies and legal and regulatory requirements and preparing the Audit Committee Report and disclosure required by the Audit Committee for inclusion in this Proxy Statement. The independent auditors report directly to the Audit Committee.
The specific responsibilities of the Audit Committee are set forth in the committee’s charter, a copy of which is available on our website at www.newpark.com/governance and is also available in print upon request from our Corporate Secretary.
Compensation Committee
As of March 26, 2021, the members of the Compensation Committee were John C. Mingé (Chair), G. Stephen Finley, Roderick A. Larson, Michael A. Lewis, and Rose M. Robeson. The Board of Directors has determined that each member of the Compensation Committee is an “independent director” under applicable NYSE listing rules, a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act and an “outside director” as defined under regulations promulgated under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Compensation Committee met eight times during 2020 and did not take any action by unanimous written consent.
The Compensation Committee has responsibility for establishing, evaluating and administering our compensation arrangements, plans, policies and programs for our Board of Directors, CEO and other executive officers, and for administering our equity incentive plans. The Compensation Committee also has responsibility for making recommendations to the Board of Directors with respect to the adoption, approval and amendment of the cash-based incentive plans for executives and senior managers and all equity-based incentive compensation plans.
The Compensation Committee has the authority to retain compensation consultants to assist in evaluating the compensation paid to our Board of Directors, CEO and other executive officers. As noted in the “Compensation Discussion and Analysis”
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section of this Proxy Statement, for the 2020 fiscal year, the Compensation Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) to provide the Compensation Committee with advice and recommendations on the amount and form of executive and director compensation. Pearl Meyer did not advise management or provide any non-executive consulting services to the Company other than its work on behalf of the Compensation Committee, and it maintained no other economic relationship with the Company.
The specific responsibilities of the Compensation Committee are set forth in the committee’s charter, a copy of which is available on our website at www.newpark.com/governance and is also available in print upon request from our Corporate Secretary.
Environmental, Social and Governance Committee
As of March 26, 2021, the members of the ESG Committee were Roderick A. Larson (Chair), G. Stephen Finley, Michael A. Lewis, John C. Mingé, and Rose M. Robeson. The Board of Directors has determined that each member of the ESG Committee is an “independent director” under applicable NYSE listing rules. The ESG Committee met six times during 2020 and did not take any action by unanimous written consent.
The ESG Committee oversees the Company’s ESG programs, assists and advises the Board of Directors with respect to the size, composition and functions of the Board of Directors, identifies potential candidates for the Board of Directors and recommends to the Board of Directors a slate of qualified nominees for election as directors at each annual meeting of stockholders, oversees the annual evaluation of the Board of Directors as a whole and the committees of the Board of Directors, and develops and advises the Board of Directors with respect to corporate governance principles, policies and practices.
The specific responsibilities of the ESG Committee are set forth in the committee’s charter, a copy of which is available on our website at www.newpark.com/governance and is also available in print upon request from our Corporate Secretary.
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EXECUTIVE OFFICERS
 As of March 26, 2021, our executive officers, their ages, positions with us and biographical information were as follows:
Paul L. HowesAge 65
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President and Chief Executive Officer
A description of the business experience of Mr. Howes during the past five years can be found in the “Election of Directors” section of this Proxy Statement under the heading “Nominees and Voting.”
Gregg S. PiontekAge 50
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Senior Vice President and Chief Financial Officer
Mr. Piontek has served as our Chief Financial Officer since October 2011. He joined us in April 2007 as our Vice President, Controller and Chief Accounting Officer and served in this capacity until October 2011. Before joining us, Mr. Piontek served in various financial roles for Stewart & Stevenson Services, Inc. and Stewart & Stevenson, LLC from June 2001 through March 2007, including Divisional Controller, Assistant Corporate Controller, and as Vice President and Chief Accounting Officer. Prior to that, Mr. Piontek served in various financial roles at General Electric, CNH Global N.V. and Deloitte & Touche LLP. Mr. Piontek is a Certified Public Accountant.
E. Chipman EarleAge 48
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Vice President, General Counsel, Chief Administrative Officer, Chief Compliance Officer and Corporate Secretary
Mr. Earle has served as our Vice President, General Counsel, Chief Administrative Officer, Chief Compliance Officer and Corporate Secretary since September 2018. He joined us in August 2018 as our Vice President and Special Advisor. From July 2012 through July 2017, Mr. Earle served as Senior Vice President, General Counsel and Corporate Secretary of Bristow Group Inc. (Bristow), a provider of industrial aviation services to the offshore energy industry in Europe, Africa, the Americas and Asia Pacific. Bristow filed for bankruptcy protection in May 2019 and successfully emerged from bankruptcy in November 2019. From March 2006 until February 2012, Mr. Earle held several positions in the legal department of Transocean Ltd., including as Assistant Vice President, Global Legal.
Matthew S. LaniganAge 50
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Vice President and President of Industrial Solutions
Mr. Lanigan has served as our Vice President and President of Industrial Solutions since April 2016. From April 2014 to June 2015, Mr. Lanigan served as a Managing Director of Custom Fleet Services in Australia for GE Capital Corporation, a financial services unit of General Electric. From September 2010 to March 2014, he served as Commercial Excellence Leader in the Asia Pacific for GE Capital. Previous to September 2010, Mr. Lanigan held various executive positions in marketing and sales for GE Capital Corporation.
David A. PatersonAge 49
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Vice President and President of Fluids Systems
Mr. Paterson joined us in July 2019 and serves as our Vice President and President of Fluids Systems. From October 2018 to July 2019, Mr. Paterson served as President - Pressure Pumping of Weir Oil and Gas. From December 1995 to October 2018, he served in varying roles for Schlumberger including President - Artificial Lift, President - Geoservices and Vice President - Drilling Group Asia. During this time until 2009, he worked in the M-I SWACO Joint Venture and held numerous assignments of progressing responsibility.
Douglas L. WhiteAge 52
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Vice President, Chief Accounting Officer and Treasurer
Mr. White has served as our Vice President, Chief Accounting Officer and Treasurer since November 2019. He joined us in April 2014 as our Corporate Controller and was appointed as our Chief Accounting Officer in May 2014. From February 2008 until January 2014, Mr. White served as Director of Financial Reporting for Cooper Industries where he was responsible for corporate accounting and external reporting. From July 2004 until February 2008, he served as Vice President and Corporate Controller of MMI Products, Inc. Prior to that, Mr. White held various audit positions with Ernst & Young LLP. Mr. White is a Certified Public Accountant.
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OWNERSHIP OF COMMON STOCK
Certain Beneficial Owners
The following table sets forth information, as of the date indicated in the applicable Schedule 13G with respect to each stockholder identified as beneficially owning greater than 5% of our common stock, the number of outstanding shares of our common stock and the percentage beneficially owned. Except as otherwise indicated below, each person named in the table has sole voting and investment power with respect to all shares of common stock beneficially owned by that person. Percentage ownership is based on 90,954,157 shares of our common stock outstanding as of February 19, 2021.
 Shares of Common Stock
Beneficially Owned
Name and Address of Beneficial OwnerNumberPercent
Ameriprise Financial, Inc.(1)
145 Ameriprise Financial Center
     Minneapolis, MN 55474
13,010,537 14.3%
BlackRock, Inc.(2)
     55 East 52nd Street
     New York, New York 10055
6,860,580 7.5%
Dimensional Fund Advisors LP(3)
     Building One, 6300 Bee Cave Road
     Austin, Texas 78746
4,667,368 5.1%
(1)Based solely on Amendment No. 1 to Schedule 13G jointly filed with the SEC on February 12, 2021 by Ameriprise Financial, Inc. (“AFI”), TAM UK International Holdings Limited (“TAM UK”), Threadneedle Asset Management Oversight Limited (“TAMOL”), Ameriprise International Holdings GmbH (“AIHG”), Threadneedle Asset Management Holdings Sarl (“TAMH”), Threadneedle Holdings Limited (“THL”), TAM UK Holdings Limited (“TUHL”), Threadneedle Asset Management Holdings Limited (“TAMHL”), TC Financing Ltd. (“TCFL”), Threadneedle Asset Management Limited (“TAML”), Threadneedle Investment Services Limited (“TISL”), and Threadneedle American Smaller Companies Fund, a sub-fund of Threadneedle Investment Funds ICVC (“TASCF”) (collectively, the “AFI Reporting Persons”). According to the Schedule 13G/A, AFI has shared voting power and shared dispositive power over 13,010,537 shares, each of TAM UK, TAMOL, AIHG, TAMH, THL, TUHL, TAMHL, TCFL and TAML has shared voting power and shared dispositive power over 9,499,718 shares, and each of TISL and TASCF has shared voting power and shared dispositive power over 6,555,771. Each of the AFI Reporting Persons disclaims beneficial ownership of such securities.
(2)Based solely on Amendment No. 13 to Schedule 13G filed with the SEC on January 29, 2021 by BlackRock, Inc. According to the Schedule 13G/A, BlackRock, Inc. has sole voting power over 6,735,857 shares and sole dispositive power over 6,860,580 shares. According to the Schedule 13G/A, all shares are beneficially owned by BlackRock, Inc., a parent holding company, and on behalf of its wholly owned subsidiaries: (i) BlackRock Advisors, LLC; (ii) BlackRock Investment Management (UK) Limited; (iii) BlackRock Asset Management Canada Limited; (iv) BlackRock Fund Advisors; (v) BlackRock Institutional Trust Company, National Association; (vi) BlackRock Financial Management, Inc.; and (xi) BlackRock Investment Management, LLC.
(3)Based solely on Amendment No. 12 to Schedule 13G filed with the SEC on February 12, 2021 by Dimensional Fund Advisors LP. According to the Schedule 13G/A, Dimensional Fund Advisors LP has sole voting power over 4,318,164 shares and sole dispositive power over 4,667,368 shares. According to the Schedule 13G/A, Dimensional Fund Advisors LP is an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (collectively, the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, "Dimensional") may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. However, all securities reported in this schedule are owned by the Funds. Dimensional disclaims beneficial ownership of such securities.
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Ownership of Directors and Executive Officers
The following table sets forth information with respect to the beneficial ownership of our outstanding common stock as of February 19, 2021, by (i) each current director and each nominee for director, (ii) each named executive officer identified in the Summary Compensation Table in this Proxy Statement, and (iii) all current directors and executive officers as a group. Except as otherwise indicated below, each person named in the table has sole voting and investment power with respect to all shares of common stock beneficially owned by that person, except to the extent that authority is shared by spouses under applicable law. None of the shares reported below are pledged as security.
 Shares of Common Stock Beneficially Owned
NameNumber
Percent (1)
Paul L. Howes2,337,248 (2)[ ]
Gregg S. Piontek785,875 (3)*
Matthew S. Lanigan283,193 (4)*
G. Stephen Finley241,185 *
Anthony J. Best157,574 *
Roderick A. Larson148,913 

*
E. Chipman Earle174,035 (5)*
David A. Paterson182,667 (6)*
John C. Mingé66,250 *
Rose M. Robeson64,950 

*
Michael A. Lewis— 

*
All current directors and executive officers as a group (12 persons)4,573,017 (7)[ ]
*Indicates ownership of less than 1%.
(1)    The percentage ownership is based on April___, 2021 shares of our common stock outstanding as of April___, 2021. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares that such person or group of persons has the right to acquire within 60 days of April___, 2021 (or June___, 2021).
(2)    Includes (i) 1,002,346 shares issuable upon exercise of options, (ii) 25,000 shares subject to restricted stock units that will vest on May 18, 2021, and (iii) 248,676 shares subject to restricted stock units that will vest on June 1, 2021.
(3)    Includes (i) 279,653 shares issuable upon the exercise of options and (ii) 85,178 shares subject to restricted stock units that will vest on June 1, 2021.
(4)     Includes (i) 69,896 shares issuable upon the exercise of options, (ii) 6,410 shares subject to restricted stock units that will vest on May 18, 2021, and (iii) 60,493 shares subject to restricted stock units that will vest on June 1, 2021.
(5)    Includes (i) 65,188 shares subject to restricted stock units that will vest on June 1, 2021 and (ii) 25,000 shares subject to restricted stock awards that will vest on August 15, 2022.
(6)    Includes (i) 33,167 shares subject to restricted stock units that will vest on June 1, 2021 and (ii) 50,000 shares subject to restricted stock units that will vest on July 15, 2021.
(7)    Includes (i) 1,388,036 shares issuable upon the exercise of options, (ii) 25,000 shares subject to restricted stock units that will vest on May 18, 2021, (iii) 526,751 shares subject to restricted stock units that will vest on June 1, 2021, (iv) 50,000 shares subject to restricted stock units that will vest on July 15, 2021, and (v) 25,000 shares subject to restricted stock awards that will vest on August 15, 2022.
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COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis describes the 2020 compensation provided to our named executive officers (“NEOs”) listed in the table below and other members of senior management, including the principles and processes used in determining their compensation.
Named Executive OfficerPosition Title
Paul L. HowesPresident and Chief Executive Officer
Gregg S. PiontekSenior Vice President and Chief Financial Officer
Matthew S. LaniganVice President and President of Industrial Solutions
David A. PatersonVice President and President of Fluids Systems
E. Chipman EarleVice President, General Counsel, Chief Administrative Officer, Chief Compliance Officer and Corporate Secretary
EXECUTIVE SUMMARY
Newpark is a worldwide provider of value-added products and related services serving a variety of industries, including the oil and gas exploration and production (“E&P”), electrical transmission & distribution, pipeline, renewable energy, petrochemical, construction and other industries.
Our long-term strategy, as approved by our Board of Directors, includes the following key foundational elements that are intended to enhance long-term stockholder value creation:
End-market diversification – We have focused our efforts over the past several years on diversifying our presence outside of our historical E&P customer base in order to reduce our dependency on the volatile oil and gas industry, improve the stability in cash flow generation and returns on invested capital, and provide growth opportunities into new markets.
Enhanced environmental sustainability – We have a long history of providing environmentally-sensitive technologies to our customers. The continued advancement of technology that provides our customers with economic benefits, while also enhancing their environmental and safety programs, remains a priority for our sales and research and development teams.
In recent years, customer activity in the E&P industry steadily declined in the U.S., which had a meaningful impact on our business. The collapse in oil prices in March 2020 due to geopolitical events coupled with the prolonged worldwide effects of the COVID-19 pandemic in 2020 negatively impacted our customers’ activity in substantially all end-markets in which we operate.

In order to protect our balance sheet in the face of the extreme market volatility we experienced in 2020, our senior management took targeted operating cost actions while preserving cash and liquidity. Meanwhile, we continued to advance strategic imperatives aimed at maximizing long-term stockholder value while protecting the health and safety of our employees. The following swift actions were announced in April 2020:

The implementation of cost reduction programs, including workforce reductions, employee furloughs, the suspension of the Company’s matching contributions to its U.S. defined contribution plan, and temporary salary reductions effective April 1, 2020 for a significant portion of U.S. employees, including a 15% cut to the salaries paid to executive officers (with a further 10% cut for the CEO effective August 12, 2020) and a separate 15% cut to the annual cash retainers paid to all non-employee members of the Board of Directors;
The initiation of additional actions to further reduce the operational footprint of the Fluids Systems business in the U.S., to better align our cost structure with the lower market activity levels; and
The elimination of all non-critical, non-safety related capital investments.
As part of these cost reduction programs, we reduced our global employee base by approximately 650 employees, or 30%, in 2020.
In addition, in light of the dramatic decline in the Company’s share price and in an effort to limit dilution to our shareholders, the value of equity awards associated with our Long-Term Incentive Program were dramatically reduced, including a 48% reduction in the total value awarded under the program, including a 49% reduction in total value awarded to NEOs. Additionally, forfeitures of previously granted shares increased as a result of the workforce reduction actions.
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# Employees Receiving GrantsTotal Grant Date Value of All Awards ($MM)Total Grant Date Value of NEO Awards ($MM)Total Forfeiture Value ($MM)
2020184$5.1$1.8($1.6)
2019218$9.8$3.5($1.2)
Change(34)($4.7)($1.7)$(0.4)
Change %(16%)(48%)(49%)33%

Our long-term sustainability depends on our ability to attract, motivate and retain the highly talented individuals that we need in order to implement our business strategy and to improve our long-term profitability and stockholder value, recognizing that we are competing for talent across the diverse industries in which we operate. We also compete for talent with companies that are much larger and experience less volatility, which we must consider when establishing our compensation programs. In addition, although we provide products and services to a variety of industries, our concentration of revenues from customers in the oil and gas industry causes the Company to be classified as Oil and Gas Equipment and Services. We believe the volatility that the oil and gas industry exposure has on our operations has had a negative impact on our ability to retain employees as well as our ability to attract new employees. The key objectives of our executive compensation program include the following:
Competitiveness: providing compensation programs and pay opportunities that are competitive with market practice;
Pay-for-performance: tying a majority of pay opportunities to achievement of short-term and long-term performance criteria;
Stockholder alignment: structuring pay programs to closely align executive rewards with stockholder interests, including an active outreach program to solicit stockholder input; and
Compensation governance and risk assessment: consistently reviewing (and addressing, as appropriate) potential areas for compensation-related risk and providing for appropriate mechanisms and controls
At our 2020 Annual Meeting, the Company’s stockholders voted 87% in favor of our executive compensation practices as disclosed in the Company’s 2020 proxy statement. While we are pleased with these results, we remain committed to engagement with our stockholders on a regular basis. During the fourth quarter of 2020, as part of our ongoing shareholder engagement efforts, we engaged with the institutional holders that collectively held approximately 60% of our outstanding shares, to solicit feedback regarding a variety of topics, including our executive compensation and ESG programs. While there was meaningful diversity in the views expressed from our investor base, we utilized the feedback received to continue to better align our programs with the general views of our investor base.
Competitiveness
Our Compensation Committee believes that the total compensation of our NEOs should be competitive in order to enhance our ability to attract and retain the right caliber of executives. We use a combination of peer group and broader industry data in order to assess the competitiveness of our compensation programs. NEO compensation is generally targeted at the market median, with opportunities to earn above or below the market median in light of Company and individual performance. However, target levels of individual pay are not based on a strict adherence to the market median but may vary from median levels based on a variety of considerations, including internal equity, individual experience, time in the position, breadth of responsibilities, and availability of comparable market data.
The competition for talent is not limited to our direct peers or competitors, but spans the diverse set of industries in which we operate and includes companies both smaller and significantly larger than us. Attracting
and retaining high-performing individuals is critical to our success. While industrial end-market diversification is a key long-term strategic imperative, our current customer base remains heavily weighted toward the oil and gas industry. Due to the cyclical nature of this industry, we need to be creative in our approach to salaries, incentive targets and retention tools, which sometimes means compensating our executives at a level in excess of the market median.
Our Compensation Committee continues to monitor the competitiveness of our programs and to make adjustments to individual pay levels as appropriate in order to provide total direct compensation opportunities at our targeted level of the market.
Pay-for-Performance
Consistent with the feedback that we received from our stockholders through our continuous engagement efforts, our Compensation Committee places a significant portion of each NEO’s compensation at risk through the use of variable compensation, the majority of which is
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performance-based. Variable pay includes performance-based cash incentives for achievement of specified performance objectives on an annual basis, long-term performance-based incentives based on relative stockholder returns to peer group, and long-term equity incentive compensation for which value depends upon our stock price.
Stockholder Alignment
We believe that the interests of our stockholders and executives should be aligned. To achieve this, we ensure that a large portion of our executives’ compensation is directly determined by performance metrics that enhance long-term stockholder value creation or otherwise correlate directly to our share price:
EBITDA, RONCE and other relevant financial metrics (annual incentives);
Progress against strategic goals, including the continued diversification into new markets, and particularly those that are expected to benefit from the energy transition, and the continued advancement of new technologies, which provide our customers with both economic and environmental sustainability benefits (annual incentives);
Superior long-term total stockholder return generation, relative to peer group (long-term incentive); and
Time-vesting equity awards, for which realized compensation value is correlated directly to our share price (long-term incentive).
As part of our ongoing stockholder alignment efforts, we engaged with stockholders representing the majority of our shares outstanding in 2020, who confirmed that our executive compensation programs are generally well-aligned with stockholder interests.
Further in support of our goal of stockholder alignment, the compensation program also includes stock ownership guidelines for our officers and directors. Further detail on the stock ownership guidelines for our non-employee directors is contained in the “Corporate Governance” section of this Proxy Statement under the heading “Stock Ownership Guidelines.” The current required levels of stock ownership for our officers and directors are shown below:
Officer & Director Stock Ownership Guidelines
TitleOwnership Requirement
Chief Executive Officer5x salary
Chief Financial Officer, General Counsel and Division Presidents3x salary
Other Designated Officers/Executives1x salary
Non-employee Directors5x retainer
In determining compliance with the ownership requirement, unvested time-based restricted shares or units are counted, however, unexercised stock options do not count toward satisfaction of these guidelines. As of April___, 2021, each of our non-employee directors was in compliance with the ownership guidelines as more specifically set forth in our Corporate Governance Guidelines, and each of our executive officers was in compliance with the ownership requirements as more specifically set forth in our Executive Stock Ownership Guidelines.

Furthermore, our program includes a robust Clawback Policy, which authorizes the Compensation Committee to recoup certain excess cash incentive payments and performance-based cash and equity awards granted to current and former executive officers in the event of an accounting restatement. Our Clawback Policy also permits the Compensation Committee to recoup such compensation from any other award recipient whose fraud or misconduct gave rise or contributed to the restatement.

Compensation Governance and
Risk Assessment
Our Compensation Committee undertakes an annual risk assessment of our compensation programs. This process includes the Compensation Committee working with Pearl Meyer, its independent compensation consultant, to assess:  
Each aspect of the various components of direct compensation (salary, annual incentives and long-term incentives); and
Metrics used for any performance-based plans.
The risks are assessed for each component and metric, along with consideration being given to alternative compensation approaches. To the extent that risks are identified, the Compensation Committee also considers whether the risks have or can be mitigated through various features of the compensation plans. Further discussion of the risk assessment is contained in the “Executive Compensation” section in this Proxy Statement under the heading “Risk Assessment of Compensation Programs.”
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Elements of our Executive Compensation Program
The table below summarizes the principal elements of our executive compensation program, which we believe further our key objectives. A more detailed description of each element of our executive compensation program can be found in the section “Our Direct Compensation Elements.”
Elements of Our Executive Compensation Program
ElementPurposeDescription
Attract/RetainPay-for-performanceStockholder Alignment
FIXEDBase Salaryü
Annual Merit Review
Adjustments, if any, consider each individual’s experience, performance and contributions over time. Provides a competitive salary relative to our peer groups.
VARIABLEAnnual
Incentives
üüü
Annual Performance
Awards are earned based on achieving consolidated and segment financial, safety, and strategic goals on an annual basis.
Long-Term Incentivesüüü
Multi-Year Performance
Long-term incentive awards with multi-year vesting periods.
Realized value contingent upon long-term growth in stockholder value, particularly in the case of equity awards.
Performance-based cash awards provide the opportunity to earn from zero to 200% of target at the end of the three-year performance period; value tied directly to stock performance without diluting stockholders.
OUR COMPENSATION PROCESS
Our Compensation Committee establishes the overall executive compensation philosophy and reviews and approves our executive compensation program. The Compensation Committee of the Board of Directors currently consists of five independent non-employee directors: John C. Mingé (Chair), G. Stephen Finley, Roderick A. Larson, Michael A. Lewis and Rose M. Robeson. The non-executive Chairman of the Board, Anthony J. Best, attends the meetings of our Compensation Committee but does not serve as a member of the Compensation Committee so does not vote (except in connection with compensation decisions related to our CEO).
The Compensation Committee operates under a written charter adopted by the Board of Directors on June 11, 2003, and most recently revised on November 16, 2020. The Compensation Committee charter is available on our website at www.newpark.com/governance and is also available in print upon request from our Corporate Secretary. In addition to the more specific responsibilities set forth in its charter, the Compensation Committee:
Annually reviews and approves the corporate goals and objectives relevant to the compensation of our executive officers, including our CEO;
Annually reviews and recommends to the Board the compensation of our non-employee directors for service on the Board and each of its Committees;
Administers our long-term incentive plans; and
Undertakes an annual risk assessment of our compensation programs.
The Compensation Committee reviews the Compensation Committee charter annually to determine if there are any additional compensation or benefits issues it may need to address and to verify that the Compensation Committee has met all its assigned responsibilities for the year. The Compensation Committee also undertakes a “self-evaluation” of its performance on an annual basis. This self-evaluation allows the committee members to assess areas for improvement in the compensation program and processes. The Compensation Committee establishes a calendar annually for specific compensation actions to address throughout the year.
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Role of an Independent Advisor
Our Compensation Committee has the authority to retain legal counsel and other experts, including independent compensation consultants. The Compensation Committee meets regularly without management present and with its independent compensation consultant to review executive compensation matters, including market and survey data as well as peer group information.
Since 2012, the Compensation Committee has retained the services of Pearl Meyer to act solely as its independent compensation consultant. The services provided by its outside advisors are regularly reviewed and we believe that Pearl Meyer is independent and has no conflict of interest in providing executive and director compensation consulting services. In affirming the independence of Pearl Meyer, the Compensation Committee considered all applicable SEC and NYSE factors.
The Compensation Committee continues to monitor the independence of its compensation consultant on an annual basis.
Role of Executive Officers
While the Compensation Committee determines our overall executive compensation philosophy and sets the compensation of our CEO and other executive officers, it looks to its compensation consultant and our CEO to make recommendations with respect to specific executive compensation decisions.
The CEO’s role in establishing executive compensation includes making recommendations to the Compensation Committee on performance evaluation, base salary, and both equity and non-equity incentive compensation for the other executive officers and senior management (other than the CEO). The CEO, CFO, Vice President of Human Resources and General Counsel/Chief Administrative Officer, as invited guests, also participate in Compensation Committee meetings, from time to time, to provide information regarding our strategic objectives, financial performance, and recommendations regarding compensation plans. Management or the Compensation Committee’s compensation consultant may be asked to prepare information for any Compensation Committee meeting. Depending on the agenda for a particular meeting, these materials may include:
Reports on our strategic objectives;
Reports on achievement of individual and corporate performance objectives, including financial, safety, and strategic goals;
Information regarding compensation programs and compensation levels for executive officers, non-employee directors and other employees at peer companies;
Information on the total compensation of the NEOs, including base salary, cash incentives, equity awards, perquisites and other compensation, and any amounts payable upon voluntary or involuntary termination, early or normal retirement, or following a severance with or without cause and with or without a change in control; and
Information regarding all non-equity and equity incentive, health, welfare and retirement plans.
Benchmarking to Market and Peers
Our Compensation Committee believes that pay practices at other companies provide useful information in establishing compensation levels and recognizes that our compensation practices must be competitive in the marketplace in order to attract, retain and motivate key executive personnel. Benchmarking and aligning base salaries is critical to a competitive compensation scheme because other elements of compensation are affected by changes in base salary.
Accordingly, the Compensation Committee compares compensation levels in our executive compensation program to compensation levels within our identified peer group. For 2020, Pearl Meyer analyzed the executive compensation data in proxy statements of a peer group consisting of publicly-traded companies comparable in size to us in annual revenues, market capitalization, enterprise value, and corporate assets. In light of the company’s success in diversifying the business across industries in recent years, the peer group was modified in 2020 to include two companies primarily concentrated in industrial end-markets (specifically, CIRCOR International, Inc. and L.B. Foster Company), as well as 15 companies that primarily provide equipment and services to the oil and gas industry. Our Compensation Committee reviews the peer group periodically, typically at the end of each calendar year, so that the composition of the peer group continues to include companies whose financial size and operational scale are comparable to ours and who are more likely to compete with us for executive talent.
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Peer Group
The following companies were included in the peer group for 2020: 
TickerCompany NameFinancial Size
AROCArchrock, Inc.Peer Group2020
Fiscal
Year Revenues ($MM)
December 2020
Market
Cap ($MM)
WHDCactus, Inc.
CIRCIRCOR International, Inc.
CLBCore Laboratories N.V.75th Percentile$744 $1,049 
DRQDril-Quip, Inc.MEDIAN$581 $626 
FTKFlotek Industries, Inc.25th Percentile$390 $329 
FETForum Energy Technologies, Inc.
FIFrank's International N.V.Newpark Resources, Inc.$493 $233 
HLXHelix Energy Solutions Group, Inc.Percentile ranking32%ile21%ile
FSTRL.B. Foster Company
MTRXMatrix Service Company
OISOil States International, Inc.
RESRPC, Inc.
WTTRSelect Energy Services, Inc.
TTITETRA Technologies, Inc.
TDWTidewater Inc.
SLCAU.S. Silica Holdings, Inc.
Pearl Meyer has advised that our selected peer group continues to provide a reasonable reflection of our competitive market for executive compensation benchmarking. As noted above, our Compensation Committee reviews the composition of this group each year to ensure that it remains appropriate for these purposes. For fiscal year 2020, the Compensation Committee determined to update the peer group to add Cactus, Inc., CIRCOR International, Inc., Frank’s International N.V., L.B. Foster Company, Select Energy Services, Inc., and Tidewater, Inc. and to remove Apergy Corporation, Basic Energy Services, Inc., C&J Energy Services Inc., CARBO Ceramics Inc., Key Energy Services, Inc., Pioneer Energy Services Corp., and Superior Energy Services, Inc.
Pearl Meyer assisted our Compensation Committee in developing our peer group and reviewing the compensation paid to executive officers within the peer group. Pearl Meyer also provided our Compensation Committee with information regarding compensation programs and compensation levels at the 25th, 50th, and 75th percentiles for positions similar to those of our executives. The information with regard to compensation programs and levels are derived from the proxy filings of the companies in our peer group and compensation survey data from general industry and the oilfield services industry.
Where possible, survey results are adjusted to reflect our size, based on annual revenue, and industry. The data is then blended on a weighted basis, which for 2020 was 70% weighted toward the peer group and 30% weighted toward the survey data. The peer group and survey data collectively will be referred to as market data throughout this Proxy Statement. Pearl Meyer also provides advice on compensation trends and the structure of incentive compensation.
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Timing and Process of Compensation Decisions
During the first quarter of each year, many of the key annual compensation decisions are made, but the process of reviewing compensation continues throughout the year. After considering the recommendations of our CEO and other members of management, the market data, surveys and analysis provided by Pearl Meyer and external market conditions in the first quarter of each year, the Compensation Committee generally adheres to the schedule below:
First QuarterReview performance and salary adjustments for executive officers.
Consider changes to the executive base compensation for the current year.
Review actual performance compared to goals established for cash incentive compensation in the previous year and approve any payments thereunder.
Set strategic and company performance goals for cash incentive compensation for the current year.
Consider preliminary plans for long-term incentive grants for the current year.
Second QuarterReview performance relative to the targets for our performance-based incentive awards, and approve any awards that may be issued (awards may also be approved and issued in the third quarter).
Consider and approve long-term incentives (performance-based or otherwise).
Establish corporate performance objectives, if any, for NEOs under our equity incentive plans (may also be established in the first quarter).
Review and consider results from most recent Say-on-Pay advisory vote.
Review and recommend non-employee director compensation to the Board.
Third QuarterReview and certify results to determine payments for performance-based awards.
Consider and address any compensation related issues that may arise.
Fourth QuarterReview and approve the total compensation strategy to assure alignment with business strategy.
Review the Compensation Committee’s performance and charter.
Review the compensation totals for each executive as part of the process for assessing executive compensation.
Review the composition of the peer group.
Engage in a risk assessment of our compensation plans, a process which is led by the independent compensation consultant.
On an as-needed basis, the Compensation Committee reviews and revises the compensation plans, (including cash incentive, equity incentive, and special benefits), and severance plans, and provisions of employment and change-of-control agreements for executives. The Compensation Committee proposes any revisions of the plans to the Board of Directors, which then considers the changes and approves them, subject to stockholder approval, as applicable. In addition, our Compensation Committee reviews employee health, welfare and retirement plans for design, funding and fiduciary responsibilities on a periodic basis.
By adopting the Company’s Retirement Policy, Change in Control Plan and Severance Plan, the Compensation Committee anticipates that future executive officers may not be offered employment agreements or change in control agreements.
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OUR BUSINESS
In recent years, customer activity in the E&P industry has steadily declined in the U.S., which had a meaningful impact on our business. The collapse in oil prices in March 2020 due to geopolitical events coupled with the prolonged worldwide effects of the COVID-19 pandemic in 2020 negatively impacted customer activity in substantially all end-markets in which we operate. Our five-year trend in both revenues and cash provided by operations is illustrated below:

chartsforproxy-revenues1.jpg
chartsforproxy-cashflows1.jpg

In order to protect our balance sheet in the face of the extreme market volatility we experienced in 2020, our senior management took targeted operating cost actions while preserving cash. Meanwhile, we continued to advance strategic imperatives aimed at maximizing long-term stockholder value, while protecting the health and safety of our employees.

We believe our NEOs were instrumental in navigating through the market volatility in 2020 and delivering on our long-term strategy. Below is a summary of our significant accomplishments during 2020:
Strong generation of cash and debt reduction. Despite a 40% decline in revenues in 2020, we generated $56 million of operating cash flow and reduced our outstanding debt by $73 million. We ended 2020 with total debt of $87 million, the lowest level in more than 20 years.
chartsforproxy-debt1.jpg
Expanded presence outside oil and gas industry. Despite the meaningful impact of COVID-19 on our customers’ activities, we continued to advance our diversification strategy in the Site and Access Solutions business, delivering year-on-year growth in rental and service revenues from non-E&P end-markets, led by a 9% growth in revenues coming from the electrical utility sector. In addition, we successfully repositioned our oilfield chemical blending capabilities, leveraging our existing assets and chemistry expertise at our Conroe, Texas chemical blending operation to pivot into industrial end-markets. In the face of a collapsing U.S. oilfield market, we successfully ramped up production of disinfectants and industrial cleaning products, delivering $11 million of industrial blending revenues for the full year, including $8 million in the fourth quarter.
Meaningful progress in reshaping our Fluids Systems business. During 2020, we made meaningful progress in rightsizing our Fluids Systems business for the new market environment, while at the same time strengthening our competitive market position. We took swift actions to rightsize the business, both in terms of cost structure and capital deployed, monetizing working capital and redeploying assets, culminating in a $125 million, or 30%, reduction in net capital employed in our Fluids Systems business in 2020.
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Elevating customer awareness of our environmentally-focused product offerings. We have a long history of providing products that help our customers across all industries improve the sustainability of their operations. We believe that improving customer awareness of our products’ environmental benefits is critical to ensuring that we can participate and create stockholder value as the energy transition advances. For example, our fully recyclable DURA-BASE composite matting system, when compared to alternative wood mats, helps avoid deforestation, while also reducing carbon emissions associated with the transportation of heavier, bulkier wooden mats to, through and from the communities in which we operate. Similarly, our family of high-performance fluids products, including our Evolution® family of high-performance water-based fluids systems, which provide meaningful environmental benefits as compared to traditional, oil-based fluids systems, as well as our leading stimulation chemicals products, which reduce the need for fresh water in customer well completions.

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STOCKHOLDER ENGAGEMENT
We ask our stockholders to approve annually, on an advisory basis, the compensation of our NEOs as disclosed in our proxy statement (commonly known as the “Say-on-Pay” advisory vote). While the Say-on-Pay vote is an advisory vote and not binding on the Company, the Compensation Committee strongly values the opinions of the stockholders as expressed in the Say-on-Pay vote and reviews the prior year’s Say-on-Pay voting results when considering any changes to our executive compensation program.
At our 2020 Annual Meeting, the Company’s stockholders voted 87% in favor of our executive compensation practices as disclosed in the Company’s 2020 proxy statement. While we are pleased with these results, we remain committed to engagement with our stockholders on an ongoing basis in order to continue to improve our executive compensation program, regularly engaging in discussions regarding our executive compensation and ESG programs.

The following table illustrates some of the feedback we received from our stockholders during our engagements over the past year and how we have responded:
What we HeardHow we Responded
The use of more than one financial metric is preferred for our short-term (annual) incentive plan.For our 2021 annual incentive program, we continued to use a combination of financial metrics, including a cash flow generation metric (EBITDA) and return on invested capital metrics (RONCE and IACC).
Restricted stock awards are preferred for long-term incentives versus stock options.Our long-term incentive program uses restricted stock awards, in order to align management with stockholders. During 2020, stock awards were granted as long-term incentives to 184 employees, including our executive officers. The Company has not issued stock options since 2016.
Equity grants are preferred over cash as an element of long-term compensation, but stockholders understand the need to also manage dilution, particularly during periods when market events or industry cycles lead to low stock prices. We use restricted stock as the primary component of our long-term incentive compensation which is issued broadly to nearly 200 upper and middle management employees of the Company in order to better align the organization with our stockholders. In an effort to limit stockholder dilution, we also utilize performance-based cash awards which accounted for half our NEO’s target long-term incentives in 2020 and pay out based on relative total stockholder return of the Company over three years versus that of a predetermined peer group over the same period.
Stockholders provided positive feedback regarding our ESG disclosure on our website, but expressed interest in our continuing to enhance our ESG disclosure, including clarification of the role and responsibilities of our Board of Directors in the oversight of ESG matters and incorporating guidance from the Sustainability Accounting Standards Board (“SASB”) into our disclosure framework.
The charter of ESG Committee of our Board of Directors was amended in February 2021 to rename the Committee (formerly known as the Nominating and Corporate Governance Committee) and to more clearly reflect its role and responsibilities in the oversight of the Company’s ESG program. Further, our website disclosure was recently expanded to incorporate the material elements of the SASB guidance.
When adding members to the Board of Directors, we should continue to evaluate candidates that can provide diverse perspectives to the Company and further our long-term strategy.
In November 2020, the Board amended our Corporate Governance Guidelines to require that as part of the director search process, the ESG Committee actively seek out female and minority candidates. In January 2021, Michael A. Lewis was added to the Board of Directors. Mr. Lewis brings over 34 years of electric operations experience, having served as both Interim President as well as Senior Vice President, Electric Operations of Pacific Gas & Electric. We believe that his work experience will allow him to provide our Board with a unique perspective that will help shape and refine our growing transmission and distribution business.

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ALIGNMENT OF PAY AND PERFORMANCE
For 2020, the Compensation Committee set 70% to 80% of the NEOs’ target compensation as contingent, performance-based pay (tied to both short-term and long-term performance). Although stockholders have expressed a preference that we use equity for long-term incentive grants, in order to conserve shares under our Amended and Restated 2015 Employee Equity Incentive Plan (the “2015 Plan”), we introduced a long-term cash element to our executive compensation program in 2017. In 2020, we increased the relative proportion of long-term incentive awards that are performance cash based as opposed to equity time based by granting 50% (versus 40% in 2019) of our NEO total long-term incentive compensation in the form of performance-based cash awards and 50% (versus 60% in 2019) in the form of restricted stock units that vest over time. For our 2021 long-term incentive program, our Compensation Committee continues to be sensitive to the dilutive effects of granting full value equity awards in a low stock price environment and is considering various cash-settled alternatives intended to minimize dilution to our stockholders while trying to retain our NEOs and other central business leaders who participate in our long-term incentive compensation program. For our 2021 annual cash incentive plan, our Compensation Committee removed the “super overachievement” feature for our NEOs which previously provided our NEOs with an opportunity to earn up to 300% of their targeted bonus based on financial performance, with the maximum incentive opportunity now capped at 200%.

Our Compensation Committee targets market median level compensation for our NEOs and requires that outstanding individual and corporate performance be demonstrated for an executive’s actual compensation to significantly exceed the targeted median compensation levels.
TARGET TOTAL DIRECT COMPENSATION - 2020
CEOOther NEOs (Average)
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CEO Realizable Pay: Aligned with Annual Performance
The graph below demonstrates the relationship between CEO “net realizable pay” and the Company’s annual absolute TSR performance since 2016.
 Realizable Total Direct Compensation
Base SalaryActual salary paid in each year
Annual Cash IncentiveActual cash incentive earned for each year
Time-Based CashValue of award granted during the year (only granted in 2017 and 2018)
Performance-Based CashValue of award granted during the year – valued at December 31, 2020
Stock OptionsIn-the-money value of options granted during the year – valued at December 31, 2020 (none granted since 2016)
Performance UnitsValue of units granted during the year – valued at December 31, 2020 (none granted since 2016)
Restricted Stock UnitsValue of units granted during the year – valued at December 31, 2020

chart-f419d3377cfc427391c1.jpg
As shown in the chart above, CEO realizable pay for each period reflects the successful navigation of our Company through volatile periods in our industry, and shows a degree of historical alignment between realizable pay for our CEO and the stockholder value represented by our relative TSR performance.
The changes in CEO net realizable pay opportunities by year have been well aligned with the annual returns experienced by our stockholders, in large part because of the significant portion of CEO pay that is variable and dependent on stock price performance. The performance based cash award granted in 2017 achieved a maximum payout of 150% of target per its terms because the Company’s relative total shareholder return was in the top 22% of the Company’s peer group over the applicable three-year period from 2017 to 2020. The entire amount of the award was realized in 2020 and is included in the Summary Compensation Table.

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OUR DIRECT COMPENSATION ELEMENTS
On an ongoing basis, our Compensation Committee:
Monitors the performance of our Company, and our members of senior management, as well as our share price performance on a relative basis to our peer group;
Sets performance goals for executive management that further our long-term strategy and are in the best interests of the Company and our stockholders;
Determines financial incentives appropriate for the achievement of short-term financial, safety and strategic goals; and
Designs and modifies our executive compensation program to reflect best practices and changes in market conditions and to continually align with the changing interests of our stockholders.
Our Compensation Committee, guided by company-specific feedback from our stockholders and general market feedback from Pearl Meyer, designs our executive compensation program in accordance with our philosophy of competitiveness, pay-for-performance and stockholder alignment, while considering governance and risk issues. As shown in the section Alignment of Pay and Performance,” the majority of the compensation paid to our NEOs, including our CEO, is variable or “at-risk” pay. Our performance-based awards include both short-term incentives based on annual financial, safety and strategic metrics and long-term incentives based on a three-year relative TSR performance period. During 2020, in response to stockholder feedback and consistent with our compensation philosophy of pay-for-performance, the Compensation Committee awarded 50% of our NEOs’ long-term compensation as equity incentive in the form of time-based restricted stock units. The remaining 50% of our NEOs’ long-term compensation in 2020 was awarded in the form of performance-based cash awards.
Base Salary
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Our Compensation Committee provides our NEOs with base salaries that are intended to be generally competitive with executive salary levels at our peer group companies. The Compensation Committee considers comparable base salary information from the market data that is provided by Pearl Meyer as well as recommendations made by our CEO for our other executive officers. In addition, the Compensation Committee, in determining executive base pay, considers each individual’s performance over time, experience, potential future contribution, role and responsibilities. Consequently, executive officers with higher levels of sustained performance over time and executive officers assuming greater responsibilities are paid correspondingly higher salaries.
The Compensation Committee evaluated the performance of our Company, the CEO (which evaluation was performed together with the Chairman of the Board) and the recommendations of the CEO regarding the other executive officers in addition to considering the individual factors listed above. The Compensation Committee also
considered the conditions of the general economy and the energy services markets in particular. In March 2020, after consideration of the industry and broader market volatility and COVID-related uncertainty, the Compensation Committee (along with the Chairman of the Board, in the case of the CEO) approved a temporary 15% reduction in the base salaries of each of the NEOs that was effective April 1, 2020 (with a further 10% reduction for the CEO that was effective August 12, 2020). As of the mailing of this proxy, these reduced salaries still remained in effect for each of our executive officers, including the CEO.
The following table sets forth the base salaries of our NEOs for 2020:
NEO
2020 Pre-Reduction Annualized Salary(1)
2020 Post-Reduction Salary(2)
Paul L. Howes$828,000 $633,520 
Gregg S. Piontek$438,300 $372,555 
Matthew S. Lanigan$423,500 $359,975 
David Paterson$435,000 $369,750 
E. Chipman Earle$424,400 $360,740 
(1)Reflects annualized salary in effect prior to April 1, 2020.
(2)Effective as of April 1, 2020 for Messrs. Piontek, Lanigan, Paterson, and Earle. Initial 15% reduction for Mr. Howes to $703,800 was effective as of April 1, 2020 and subsequent 10% reduction to $633,520 was effective as of August 12, 2020.
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Short-Term Incentives
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Under our 2010 Annual Cash Incentive Plan, NEOs are eligible to receive annual cash bonuses based on achieving consolidated and segment financial, safety and strategic goals, consistent with our pay-for-performance philosophy. The specific performance measures are determined annually by our Compensation Committee. We intend for the plan to:
Hold executives responsible for delivering results that contribute to growth in stockholder value;
Provide a financial incentive to focus on specific financial, safety, and strategic performance targets;
Reward NEOs based on individual and consolidated/segment performance; and
Encourage NEOs to continually improve our performance.
Annual incentives are designed to pay out at approximately market median when objectives are achieved at target and between the market median and the 75th percentiles when objectives are exceeded. Similarly, the annual incentives are designed to earn below the market median (or even $0) when objectives are not achieved.
Note that when comparing the annual incentives each year, the market data available assumes performance at the target level and does not include estimates of what was actually paid for that year’s performance among the peer group. Annual cash incentive awards are linked to the achievement of consolidated and segment quantitative performance goals designed to place a significant portion (70% - 80%) of total compensation at risk when combined with our long-term incentives.
The annual cash incentive opportunity, expressed as a percentage of base salary, for each participant is based on the potential to affect operations and/or profitability. In 2020, the threshold, target and over-achievement cash incentive opportunities for the NEOs, expressed as a percentage of base salary, remained unchanged from 2019 levels and are summarized in the table below (along with target award opportunities as approved by the Compensation Committee). Such annual incentive opportunities are applied to the base salary actually paid for the year and thus reflect the officer’s reduced base salary levels for the portion of the year such reductions were in effect.

Target performance for 2020 was set based on budgeted financial objectives approved by the Board of Directors for the year. The Compensation Committee then established several benchmark levels of performance in the plan to help guide determination of actual awards, and the benchmarks reflected in the table below were applicable to the corporate financial objectives. The performance objectives for Messrs. Lanigan and Paterson included other benchmarks tailored for specific segment financial objectives.

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NEOIncentive Opportunity as a Percent of Salary
ThresholdTargetOver-Achievement
Paul L. Howes30.0 %100 %200 %
Gregg S. Piontek22.5 %75 %150 %
Matthew S. Lanigan21.0 %70 %140 %
David A. Paterson21.0 %70 %140 %
E. Chipman Earle21.0 %70 %140 %

The structure of the 2020 Annual Cash Incentive Compensation plan is graphically presented below.
annualcashincentivechart1.jpg

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2020 ANNUAL INCENTIVES OVERVIEW
The Compensation Committee looks at the current and prior year’s achievements before setting new performance targets each year. The Compensation Committee intends to set financial performance targets at achievement levels that will challenge the NEOs and create value for our stockholders. In response to stockholder feedback, the Compensation Committee continued to focus on cash generation and return on net capital employed for 2020. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) as a performance metric for 2020 was intended to focus all of our executive officers on the importance of cash flow to preserve stockholder value and maintain a strong balance sheet. Meanwhile, return on capital employed and income after capital charge performance metrics were intended to focus our executive officers on improving returns on invested capital. Annual incentive plan performance measures and weights applicable to our NEOs in 2020 are presented in the table below: 
Annual Incentive Plan Weighting for 2020
 
Performance Measure Weighting – Percent of Target Opportunity
Contingent Upon Each Performance Measure
MetricPaul L.
Howes
Gregg S.
Piontek
Matthew S. LaniganDavid A. PatersonE. Chipman Earle
Consolidated EBITDA50%50%10%10%50%
Consolidated Return on Net Capital Employed — RONCE25%25%25%
Segment Income after Capital Charge — IACC50%50%
New Technology(1)
15%15%
Safety - TRIR5%5%5%5%5%
Safety - Software Implementation5%5%5%5%5%
Strategic Goals(2)
15%15%15%15%15%
(1)    The New Technology metric for Mr. Lanigan and his segment related to the growth in divisional revenues from customers outside of the E&P industry, to enhance the Company’s market diversification. For Mr. Paterson and his segment, the New Technology metric was related to growth in divisional revenues associated with recent product developments, which provide for further market differentiation and enhanced profitability.
(2) Strategic goals for Messrs. Howes, Piontek, and Earle included (i) the ongoing evaluation and execution of adjustments to the Company’s approved long-term strategic plan during this period of extreme market volatility, (ii) the execution of actions to reduce total debt and ensure the Company maintains sufficient liquidity to fund the maturity of Convertible Bonds due in 2021 as well as the ongoing needs of the business, and (iii) the reduction in the level of cash on-hand in our foreign operations, repatriating excess cash to the U.S. parent company. Strategic goals for Mr. Lanigan included (i) the ongoing evaluation and execution of adjustments to the segment’s approved long-term strategic plan during this period of extreme market volatility, (ii) the development of new products that are designed to provide enhanced functionality and environmental benefits for our customers and the communities in which we operate, and (iii) the geographic expansion of the operational footprint, to provide expanded opportunity for growth in the electrical utility sector. Strategic goals for Mr. Paterson included (i) the ongoing evaluation and execution of adjustments to the segment’s approved long-term strategic plan during this period of extreme market volatility, (ii) the expansion in divisional revenue derived from targeted customers and new product lines, (iii) reduction in the level of cash on-hand in our foreign operations, repatriating excess cash to the U.S. parent company, and (iv) reductions in working capital, including accounts receivable and inventory.

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2020 ANNUAL INCENTIVE RESULTS
Performance measures and weights relating to the payment of our annual cash incentive opportunity to our NEOs are presented in the tables below:
Consolidated Performance
Metric2020 Results2020 Award WeightingPerformance as a % of TargetPayout as Percent of Target
Consolidated EBITDA(1)
$(9.7) million50%0%0%
Return on Net Capital Employed — RONCE(2)
(6)%25%0%0%
Safety - TRIRAbove Target5%200%
0%(3)
Safety - Software ImplementationAt target5%100%5%
Strategic GoalsAbove Target15%175%26%
Total:100%31%
Industrial Solutions Segment Performance
Metric2020 Results2020 Award WeightingPerformance as a % of TargetPayout as Percent of Target
Consolidated EBITDA(1)
$(9.7) million10%0%0%
Income After Capital Charge — IACC(4)
$(13.6) million50%0%0%
New TechnologyBelow target15%59%9%
Safety - TRIRAbove target5%123%6%
Safety - Software ImplementationAt target5%100%5%
Strategic GoalsAbove target15%160%24%
Total:100%44%

Fluids Systems Segment Performance
Metric2020 Results2020 Award WeightingPerformance as a % of TargetPayout as Percent of Target
Consolidated EBITDA(1)
$(9.7) million10%0%0%
Income After Capital Charge — IACC(4)
$(98.3) million50%0%0%
New Technology14.2%15%77%12%
Safety - TRIRAbove target5%200%
0%(3)
Safety - Software ImplementationAt target5%100%5%
Strategic GoalsAbove Target15%160%24%
Total:100%41%
(1) EBITDA is calculated from our audited financial statements by taking net income and adding back interest, taxes, depreciation and amortization. In accordance with guidance previously adopted by the Compensation Committee, the following adjustments to the Consolidated Performance related to EBITDA were made and approved by the Compensation Committee: (i) a non-cash impairment charge of $11.7 million for the recognition of cumulative foreign currency translation losses related to the substantial liquidation of our subsidiary in Brazil, and (ii) $15.0 million of total charges primarily related to inventory write-downs, severance costs, and fixed asset impairments.
(2) RONCE is determined by dividing our tax effected operating income by our net capital employed.
(3) Pursuant to the terms of the Annual Cash Incentive Plan for 2020, even though the safety performance as measured by TRIR for Corporate and Fluids Systems in 2020 was better than target for the year, the entirety of the bonus amount associated with this metric was forfeited by all Corporate and Fluids Systems participants due to a fatality in the Fluids Systems segment that occurred in November 2020.
(4) The capital charge is calculated by multiplying the net capital employed at the segment by the estimated pre-tax cost of capital for the Company, set by the Compensation Committee at 12% for 2020.







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2020 ANNUAL INCENTIVE PAYOUTS
Based on the above results of our short-term incentive program, the NEOs each received the amounts listed in the table below:
Actual Payout (as a % of target)Actual Payout
Paul L. Howes31%$221,130 
Gregg S. Piontek31%$91,171 
Matthew S. Lanigan44%$115,624 
David A. Paterson41%$109,716 
E. Chipman Earle31%$82,394 
Spot Bonuses. In addition to the annual cash incentive plan, the Compensation Committee periodically awards spot bonuses to our executive officers to reward exceptional efforts or achievements in their respective positions or compensate an executive for successfully taking on additional responsibilities. There were no spot bonuses awarded to NEOs in 2020.
Long-Term Incentives
The Compensation Committee believes that long-term incentive awards are an effective method of retention, especially in a challenging business environment. Long-term incentives are designed to align the interests of our stockholders with those of our NEOs. For 2020, after feedback received from our stockholders, and in consideration of market data and dilution concerns, the Compensation Committee chose to increase the performance-based weighting of the target long-term incentive awards from 25% in 2018 to 40% in 2019 and then further to 50% in 2020, and decrease the weighting of time-based restricted stock units from 75% in 2018 to 60% in 2019 and then further to 50% in 2020. In light of the decline in share value, the Compensation Committee also elected to decrease the value of long-term incentive awards granted to executive officers, which combined with the allocation change, resulted in a 49% reduction in the value of equity granted to the NEOs in 2020, as compared to 2019. Had the Compensation Committee issued full value awards to the NEOs in 2020 using the grant date closing price (versus the 90-day average closing price), pre-austerity salary levels (versus the reduced salaries effective April 1, 2020) and the prior 60% weighting of restricted stock units (versus the 50% weighting), the Compensation Committee would have issued approximately 830,000 more restricted stock units to our NEOs (versus the 892,000 restricted stock units that were actually issued to NEOs in 2020).
The performance-based cash awards are earned based on the Company’s relative TSR within our peer group over a three-year performance period.
The Compensation Committee considered the following in designing the long-term incentive award program for 2020:
A review of our compensation structure showed that the percentage of total target compensation relating to long-term incentives was slightly below the average of the companies in our peer group; and
A desire to provide long-term incentives that incentivize performance, retain employees and align the interests of management with those of stockholders while balancing cash and equity reserves.
Individual long-term incentives as a multiple of base salary are generally targeted at the median of the long-term incentives reflected in the market data. The individual total direct compensation (target total cash, plus all long-term incentive awards) for each of our current NEOs for 2020 were within the market median range for the compensation reflected in the combined market data for all named executives and the peer group.
In determining award levels for each NEO, including the CEO, the Compensation Committee periodically reviews competitive market data for each NEO’s position as well as each NEO’s past performance, breadth of responsibilities, ability to contribute to our future success and growth and time in the current position. The Compensation Committee also considers recommendations of Pearl Meyer for each NEO as well as the recommendation of the CEO for each NEO other than the CEO. For the CEO, the Compensation Committee considers the recommendation of Pearl Meyer and also reviews the CEO’s performance with the Chairman of the Board. The Compensation Committee also takes into account the risk of losing the NEO to other employment opportunities. The Compensation Committee believes that market competitive grants, along with three-year vesting requirements, are the most effective method of reinforcing the long-term nature of the incentive. The Compensation Committee reviews the value of previous awards and grants (whether vested or not) as well as the likelihood of achieving performance goals under previous awards and grants in determining the level of the current year’s awards and grants. The Compensation Committee considers the foregoing factors together and makes a subjective determination with respect to awarding each NEO’s long-term incentive compensation.

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LONG-TERM PERFORMANCE CASH INCENTIVES
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In 2017, our Board of Directors and Compensation Committee approved the Long-Term Cash Incentive Plan (the “Cash Plan”) in response to concerns expressed by our stockholders over the dilutive effects of long-term equity compensation during the downturn of the oil and gas industry. In order to continue to preserve shares under our 2015 Plan and reduce the dilutive effect on our stockholders, in 2020, the Compensation Committee granted our NEOs an increased proportion of performance-based cash awards under the Cash Plan relative to the time-based restricted stock units under the Equity Plan.
Performance-based cash awards are included in our executive compensation program with a metric tied to relative TSR over a three-year performance period against our peer group of companies. Taking into consideration input from our stockholders, along with the compensation practices of our peer group, the Compensation Committee elected to continue these performance-based long-term cash incentives in 2020 to further the linkage between the relative performance of our Company and the compensation of our NEOs. The percentage of performance-based cash awards was increased from 25% in 2018 to 40% in 2019 and then further to 50% in 2020 of the total target long-term incentive compensation of our NEOs. With the recommendation of Pearl Meyer and based on our peer group practices, the maximum payout of the TSR award remained at 200%. Our NEOs can earn between 0% and 200% of target depending on our TSR performance relative to our peer group of companies at the completion of a three-year performance period.
The following table reflects the metrics for our three-year relative TSR performance-based cash awards:
Below ThresholdThresholdTargetMaximum
Relative TSR
< 25th percentile
25th percentile50th percentile≥ 90th percentile
Payout0%50%100%200%
The following grants were made under the Cash Plan on May 22, 2020 for each of our NEOs :
NEO
Performance-Based Cash Awards
(Target Payout)
Paul L. Howes$1,196,460 
Gregg S. Piontek$409,820 
Matthew S. Lanigan$296,990 
David A. Paterson$286,561 
E. Chipman Earle$378,781 
While navigating the cyclical nature of our industry, we remain focused on preserving stockholder value and preventing excessive dilution. During a downturn in our industry, our Compensation Committee considers varying incentive elements in order to create meaningful retention incentives for our employee talent. In the past, the Compensation Committee has employed time-based cash awards to encourage executive retention during a period in our sector when executive talent was being attracted to other industries due to the decline in value of unvested equity. In 2021, our Compensation Committee will consider all combinations and varieties of both cash and equity awards to create long-term retention value for our NEOs while being mindful of the dilutive effects on our stockholders.


LONG-TERM EQUITY INCENTIVES
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During a period of declining stock prices driven by market events in the oil and gas industry, the total number of equity incentives awarded to our NEOs and other employees increases in order to provide competitive long-term pay at median levels. In order to mitigate the dilutive effects caused by issuing shares at historically low stock prices, our Compensation Committee has tried to limit the use of equity in long-term performance-based incentives during such periods of market volatility. In 2020, we increased the percentage of performance-based cash awards to 50% from 40% in 2019 of our NEO total target compensation. However, consistent with our compensation philosophy, we continued to grant restricted stock units that our Compensation Committee believes provide NEOs with additional incentives to maximize stockholder value and provide clear alignment between NEO interests and the interests of our stockholders. In 2020, our Compensation Committee
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elected to reduce the value of equity awards issued to NEOs by 49% as compared to 2019, in order to reduce the dilution to our shareholders.

As an added measure to mitigate the dilutive effect associated with employee equity awards, the Company also repurchases shares on the open market. Since May 2019, when our shareholders approved the amendment and restated of our 2015 Plan, we have repurchased a total of 2,537,833 shares on the open market, and also acquired a total of 957,666 shares from employees, reflecting shares surrendered in lieu of taxes under vesting of restricted stock awards and shares forfeited due to employee terminations.

The Compensation Committee believes restricted stock unit grants facilitate the most direct long-term share ownership by our NEOs and alignment with our stockholders. These awards have been structured to vest ratably over a three-year period. Our practice of regular annual time-based grants provides for multi-year overlapping of grant periods, which enhances alignment with stockholders and encourages stability and retention of our core leadership team.
The following equity awards were granted on May 22, 2020:
NEO
May 2020
Restricted Stock Unit Grant
(# of shares)
(1)
Paul L. Howes415,437 
Gregg S. Piontek142,298 
Matthew S. Lanigan103,121 
David A. Paterson99,500 
E. Chipman Earle131,521 
(1)    The restricted stock units vest ratably over a three-year period.
In administering the long-term incentive plan, our Compensation Committee is sensitive to the potential for dilution of future earnings per share. In May 2020, in connection with our annual long-term incentive grant process, a total of 2,474,377 restricted stock units were granted to a total of 184 employees, including executive officers and employees, or roughly 11.1% of the Company’s employees. The awards were approximately 2.8% of our outstanding shares at the time of grant. For further information regarding the awards to the NEOs, see the “Grants of Plan-Based Awards in 2020” table that is included in the “Executive Compensation” section of this proxy.
As a general proposition, the higher-level positions have greater emphasis on longer-term incentives. The value of long-term incentive awards will vary from year to year to reflect current year performance of our Company and/or the individual and current market trends. The
Compensation Committee determines the award level, if any, for executive officers, on an annual basis usually in the first or second quarter each year.
All equity awards that have been granted to our employees are reflected in our consolidated financial statements at fair value on the grant date in compliance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation,” which we refer to as “ASC Topic 718.”
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OUR INDIRECT COMPENSATION ELEMENTS
Our employee benefits are designed to be competitive and to attract and retain employees. From time to time, the Compensation Committee reviews our benefit plans and recommends that the Board implement certain changes to existing plans or adopt new benefit plans.
Health and Welfare Benefits
We offer a standard range of health and welfare benefits to all employees, including executive officers. These benefit plans provide the same terms to all similarly situated employees. These benefits include: medical, prescription drug, vision and dental coverage, life, accidental death and dismemberment and travel accident insurance, short and long-term disability insurance, an employee assistance plan, health savings accounts and flexible spending accounts. In addition, we pay the cost of an annual physical for each executive officer, and executive officers have excess life insurance for which we pay the premiums. These costs are disclosed in the Summary Compensation Table.
Employee Stock Purchase Plan
We allow employees to purchase our common stock through payroll deductions under the Newpark Resources, Inc. Amended and Restated Employee Stock Purchase Plan. Our employees, including our executive officers, can set aside up to 10% of their paycheck to purchase up to a maximum of 2,000 shares at 85% of the fair market value of the stock on the first or last day of each six-month offering period, whichever is lower. None of our NEOs participated in this plan in 2020.
401(k) Plan
We offer a defined contribution 401(k) plan to our employees, including executive officers. The plan helps employees save for retirement, reduce current income taxes and defer income taxes on savings and investment income until retirement. The participants may contribute from 1% up to 50% of their base and cash incentive
compensation. We have historically made matching contributions of 100% on the first 3% of an eligible employee’s compensation and 50% on the next 3% of an eligible employee’s compensation. Our Compensation Committee elected to suspend our matching contributions under the 401(k) plan from April 1, 2020 until April 1, 2021 as a result of deteriorating business conditions.
Employees hired prior to 2017 vest immediately in all matching contributions. Beginning in 2017, new employees vest in matching contributions at a rate of 20% per completed year of service. New employees are auto-enrolled in our 401(k) plan at 6% of the employee’s compensation. During 2020, an employee could contribute up to $19,500, and employees age 50 or older were allowed to make additional catch-up contributions to the plan of up to $6,500.
Other Perquisites and Personal Benefits
We offer limited perquisites and personal benefits to our NEOs. Mr. Howes receives a $20,000 annual stipend in lieu of any car allowance or club memberships and each of our other NEOs receives a car allowance.
Retirement Policy & Severance Benefits
Our NEOs are eligible for the benefits provided under our Retirement Policy (as defined herein), which are available to all U.S. employees who reach age 60 and accumulate 70 points based on age and years of service. Further discussion on our Retirement Policy can be found in the “Executive Compensation” section of this Proxy Statement under the heading “Retirement, Disability and Death.

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AGREEMENTS WITH OUR NAMED EXECUTIVE OFFICERS
Each of our NEOs has an employment agreement with us that entitles the NEO to certain severance payments and benefits in connection with a termination of employment under certain circumstances. Our NEOs are also participants in the Newpark Resources, Inc. U.S. Executive Severance Plan (the “Severance Plan”), which provides for severance benefits to our executive officers under certain circumstances. Upon a termination triggering benefits under both an employment agreement and the Severance Plan, the NEO will not receive duplicative benefits, but instead will receive the better of the benefits set forth in the employment agreement or the Severance Plan. The benefits available under the Severance Plan are described below under “Severance Plan”. The employment agreements further include provisions requiring non-disclosure of confidential information as well as provisions restricting each NEO’s ability to compete with the Company or solicit employees, customers or potential customers for a period of time after termination of employment. We believe that these provisions are valuable to the long-term success of the Company. Each NEO’s employment agreement was amended on April 6, 2020 to reflect a reduction in the NEO’s base salary by 15% effective as of April 1, 2020 (with a further 10% reduction to the CEO’s base salary that was effective August 12, 2020 and reflected in an additional amendment to his employment agreement).

On August 11, 2020, the Compensation Committee adopted the Severance Plan, which provides for severance benefits for executive officers, including our NEOs, who enter into participation agreements. Participants may become entitled to severance benefits under the Severance Plan in the event they are terminated involuntarily by the Company or, if applicable, an affiliate of the Company, without cause or resign employment due to good reason (together, a “Qualifying Termination”). Cause and good reason have the meanings included in each NEO’s employment agreement. For more information on these benefits refer to the “Executive Compensation” section of this Proxy Statement under the heading “Employment Agreements; Change in Control Agreements; and Severance Plan.

With the recent adoption of the Severance Plan in August 2020, Change in Control Plan in November 2020, and the amendment to the Retirement Policy in February 2019 to include our executive officers, including our CEO, our Compensation Committee anticipates that future executive officers may not be offered employment agreements or change in control agreements.
Employment Agreement with
Paul L. Howes
On March 22, 2006, Mr. Howes entered into an employment agreement with us under which he currently serves as President and CEO, which has since been amended. As amended, the term of the employment agreement was through March 31, 2011, with automatic renewal thereafter for successive one-year periods ending on each March 31 of each year, unless Mr. Howes’ employment is terminated by either party giving 60 days’ prior written notice. Under his employment agreement, as amended, Mr. Howes is entitled to receive an annual base salary, which is currently $633,520 (as reduced effective August 12, 2020, from his salary of $703,800 that was in effect as of April 1, 2020, and $828,000 that was in effect immediately prior to such reduction, the “Original Howes Salary”), an opportunity under our executive incentive compensation plan to earn a cash bonus as a percentage of his annual base salary based on the satisfaction of performance criteria specified by the Compensation Committee and eligibility to participate in our long-term incentive plans as determined at the discretion of the Compensation Committee.
Mr. Howes’ employment with us may terminate pursuant to the terms of his employment agreement, as amended, (a) automatically upon his death or disability, (b) at Mr. Howes’ election upon 30 days’ prior written notice to us for “Good Reason” (as defined in Mr. Howes’ employment agreement) or Mr. Howes’ voluntary
resignation at his election and without Good Reason, (c) by us for “Cause” (as defined in Mr. Howes’ employment agreement), (d) by us without Cause or (e) with 60 days’ prior written notice given by us or Mr. Howes in advance of the expiration of the initial or any successive employment terms under Mr. Howes’ employment agreement.
In the event Mr. Howes terminates his employment with us for Good Reason or is terminated by us without Cause, his employment agreement, as amended, contemplates that Mr. Howes will be entitled to (i) an amount equal to two times the Original Howes Salary; (ii) an amount equal to two times the target bonus under the 2010 Annual Cash Incentive Plan; (iii) full vesting of all time-based restricted stock and options granted as an inducement to employment; (iv) continuation of medical and dental health benefits for him and any eligible dependents until the earlier of (A) eligibility under another group health insurance plan or (B) 18 months following the date of termination; and (v) payment of outplacement fees, within the two-year period after termination, of up to $20,000.
Mr. Howes’ Employment Agreement includes a change in control provision, which is discussed in the “Executive Compensation” section of this Proxy Statement under the heading “Employment Agreements and Change in Control Agreements.” Mr. Howes is not eligible to receive benefits under our Change in Control Plan which was adopted by our Board on November 16, 2020 (the “Change in Control Plan”). Mr. Howes is entitled to
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receive benefits under our Severance Plan, which is discussed in the “Executive Compensation” section of this Proxy Statement under the heading “Employment Agreements; Change in Control Agreements; and Severance Plan.” Mr. Howes is also eligible to receive benefits under our Retirement Policy, which is discussed in the “Our Indirect Compensation Elements” section of this Proxy Statement under the heading “Retirement Policy.”
Employment Agreement with
Gregg S. Piontek
On October 18, 2011, Mr. Piontek entered into an employment agreement with us under which he currently serves as Senior Vice President and Chief Financial Officer. The initial term of the employment agreement expired October 31, 2014, with automatic renewal thereafter for successive one-year periods, unless Mr. Piontek’s employment is terminated by either party giving 60 days’ prior written notice. Under his employment agreement, as amended, Mr. Piontek is entitled to receive an annual base salary, which is currently $372,555 (as reduced effective April 1, 2020, from his salary of $438,300 that was in effect immediately prior to such reduction, the “Original Piontek Salary”), an opportunity under our annual cash incentive compensation plan to earn an amount equal to a percentage of his annual base salary based on the satisfaction of performance criteria specified by the Compensation Committee and eligibility to participate in our long-term incentive plans as determined at the discretion of the Compensation Committee.
Mr. Piontek’s employment with us may terminate pursuant to the terms of his employment agreement, as amended, (a) automatically upon his death or disability, (b) at Mr. Piontek’s election upon 30 days’ prior written notice to us for “Good Reason” (as defined in Mr. Piontek’s employment agreement) or Mr. Piontek’s voluntary resignation at his election and without Good Reason, (c) by us for “Cause” (as defined in Mr. Piontek’s employment agreement), (d) by us without Cause or (e) with 60 days’ prior written notice given by us or Mr. Piontek in advance of the expiration of the initial or any successive employment terms under Mr. Piontek’s employment agreement.
In the event Mr. Piontek terminates his employment with us for Good Reason or is terminated by us without Cause, his employment agreement, as amended, contemplates that Mr. Piontek will be entitled to (i) a lump sum payment equal to the Original Piontek Salary plus target level annual bonus for the greater of the remaining initial term of the agreement or one year; (ii) full vesting of all options and restricted stock granted as an inducement to his employment; (iii) continuation of medical and dental health benefits, and disability benefits for the greater of the initial term of the employment agreement or 12 months (with a maximum benefit of 18 months); and (iv) payment of outplacement fees, within the one-year period after termination, of up to $20,000.
Mr. Piontek is also party to a separate Change in Control Agreement with the Company pursuant to which he is eligible to receive benefits in the event he is terminated in connection with a change in control, which is discussed in the “Executive Compensation” section of this Proxy Statement under the heading “Employment Agreements and Change in Control Agreements.” Mr. Piontek is not eligible to receive benefits under our Change in Control Plan. Mr. Piontek is entitled to receive benefits under our Severance Plan, which is discussed in the “Executive Compensation” section of this Proxy Statement under the heading “Employment Agreements; Change in Control Agreements; and Severance Plan.

Employment Agreement with
Matthew S. Lanigan
On April 22, 2016, Mr. Lanigan entered into an employment agreement with us under which he currently serves as Vice President and President of Industrial Solutions. The initial term of the employment agreement expired April 22, 2019, with automatic renewal thereafter for successive one-year periods, unless Mr. Lanigan’s employment is terminated by either party giving 60 days’ prior written notice. Under his employment agreement, as amended, Mr. Lanigan is entitled to receive an annual base salary, which is currently $359,975 (as reduced effective April 1, 2020, from his salary of $423,500 that was in effect immediately prior to such reduction, the “Original Lanigan Salary”), an opportunity under our annual cash incentive plan to earn an amount equal to a percentage of his annual base salary based on the satisfaction of performance criteria specified by the Compensation Committee and eligibility to participate in our long-term incentive plans as determined at the discretion of the Compensation Committee. As an inducement to accept employment with us, and in order to align his interests with those of our stockholders, an award of 50,000 shares of time-based restricted stock was granted, which vested over a four-year period: 50% on April 22, 2018 and the remaining 50% on April 22, 2020.
Mr. Lanigan’s employment with us may terminate pursuant to the terms of his employment agreement, as amended, (a) automatically upon his death or disability, (b) at Mr. Lanigan’s election upon 30 days’ prior written notice to us for “Good Reason” (as defined in Mr. Lanigan’s employment agreement) or Mr. Lanigan’s voluntary resignation at his election and without Good Reason, (c) by us for “Cause” (as defined in Mr. Lanigan’s employment agreement), (d) by us without Cause or (e) with 60 days’ prior written notice given by us or Mr. Lanigan in advance of the expiration of the initial or any successive employment terms under Mr. Lanigan’s employment agreement.
In the event Mr. Lanigan terminates his employment with us for Good Reason or is terminated by us without Cause, his employment agreement contemplates that
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Mr. Lanigan will be entitled to (i) a lump sum payment equal to the Original Lanigan Salary plus target level annual bonus for the greater of the remaining initial term of the agreement or one year; (ii) full vesting of all options and restricted stock granted as an inducement to employment; (iii) continuation of medical and dental health benefits, and disability benefits for the greater of the initial term of the employment agreement or 12 months (with a maximum benefit of 18 months); and (iv) payment of outplacement fees, within the one-year period after termination, of up to $20,000.
Mr. Lanigan is also party to a separate Change in Control Agreement with the Company pursuant to which he is eligible to receive benefits in the event he is terminated in connection with a change in control, which is discussed in the “Executive Compensation” section of this Proxy Statement under the heading “Employment Agreements and Change in Control Agreements.” Mr. Lanigan is not eligible to receive benefits under our Change in Control Plan. Mr. Lanigan is entitled to receive benefits under our Severance Plan, which is discussed in the “Executive Compensation” section of this Proxy Statement under the heading “Employment Agreements; Change in Control Agreements; and Severance Plan.

Employment Agreement with
David A. Paterson
Mr. Paterson was previously employed with us as President, Fluids Systems under an Employment Contract effective as of July 15, 2019 with Newpark Drilling Fluids S.p.A. This employment agreement was replaced with a new employment agreement directly with us on October 11, 2019 under which he currently serves as Vice President and President, Fluids Systems. The initial term of his new employment agreement is from July 15, 2019 through July 15, 2022, with automatic renewal thereafter for successive one-year periods, unless Mr. Paterson’s employment is terminated by either party giving 60 days’ prior written notice. Under his employment agreement, as amended, Mr. Paterson is entitled to receive an annual base salary, which is currently $369,750 (as reduced effective April 1, 2020, from his salary of $435,000 that was in effect immediately prior to such reduction, the “Original Paterson Salary”), an opportunity under our annual cash incentive compensation plan to earn an amount equal to a percentage of his annual base salary based on the satisfaction of performance criteria specified by the Compensation Committee and eligibility to participate in our long-term incentive plans as determined at the discretion of the Compensation Committee. As an inducement to accept employment with us and in order to align his interests with those of our stockholders, an award of 100,000 time-based restricted stock units was granted, which vest over a four-year period: 50% on July 15, 2021 and the remaining 50% on July 15, 2023.
Mr. Paterson’s employment with us may terminate pursuant to the terms of his employment agreement, as amended, (a) automatically upon his death or disability, (b) at Mr. Paterson’s election upon 30 days’ prior written notice to us for “Good Reason” (as defined in Mr. Paterson’s employment agreement) or Mr. Paterson’s voluntary resignation at his election and without Good Reason, (c) by us for “Cause” (as defined in Mr. Paterson’s employment agreement), (d) by us without Cause or (e) with 60 days’ prior written notice given by us or Mr. Paterson in advance of the expiration of the initial or any successive employment terms under Mr. Paterson’s employment agreement.
In the event Mr. Paterson terminates his employment with us for Good Reason or is terminated by us without Cause, his employment agreement, as amended, contemplates that he will be entitled to (i) a lump sum payment equal to the sum of the following: (A) the Original Paterson Salary for the greater of the remaining initial or any renewal term of the agreement or one year; (B) his target level annual bonus for the year in which the termination occurs; and (C) an amount equal to his target level annual bonus pro-rated to cover the greater of the number of months remaining in the initial or any renewal term and 12 months; (ii) full vesting of all restricted stock granted as an inducement to employment; (iii) continuation of medical and dental health benefits for the greater of the initial term of the employment agreement or 12 months (with a maximum benefit of 18 months); and (iv) payment of outplacement fees, within the one-year period after termination, of up to $25,000.
Mr. Paterson is also party to a separate Change in Control Agreement with the Company pursuant to which he is eligible to receive benefits in the event he is terminated in connection with a change in control, which is discussed in the “Executive Compensation” section of this Proxy Statement under the heading “Employment Agreements and Change in Control Agreements.” Mr. Paterson is not eligible to receive benefits under our Change in Control Plan. Mr. Paterson is entitled to receive benefits under our Severance Plan, which is discussed in the “Executive Compensation” section of this Proxy Statement under the heading “Employment Agreements; Change in Control Agreements; and Severance Plan.

Employment Agreement with
E. Chipman Earle
On August 15, 2018, Mr. Earle entered into an employment agreement with us under which he currently serves as Vice President, General Counsel, Chief Administrative Officer, Chief Compliance Officer and Corporate Secretary. The initial term of his employment agreement is from August 15, 2018 through August 14, 2021, with automatic renewal thereafter for successive one-year periods, unless Mr. Earle’s employment is
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terminated by either party giving 60 days’ prior written notice. Under his employment agreement, as amended, Mr. Earle is entitled to receive an annual base salary, which is currently $360,740 (as reduced effective April 1, 2020, from his salary of $424,400 that was in effect immediately prior to such reduction, the “Original Earle Salary”), an opportunity under our annual cash incentive compensation plan to earn an amount equal to a percentage of his annual base salary based on the satisfaction of performance criteria specified by the Compensation Committee and eligibility to participate in our long-term incentive plans as determined at the discretion of the Compensation Committee. As an inducement to accept employment with us and in order to align his interests with those of our stockholders, Mr. Earle was granted an award of 50,000 time-based restricted stock units, which vest over a four year period: 50% on August 15, 2020 and the remaining 50% on August 15, 2022.
Mr. Earle’s employment with us may terminate pursuant to the terms of his employment agreement, as amended, (a) automatically upon his death or disability, (b) at Mr. Earle’s election upon 30 days’ prior written notice to us for “Good Reason” (as defined in Mr. Earle’s employment agreement) or Mr. Earle’s voluntary resignation at his election and without Good Reason, (c) by us for “Cause” (as defined in Mr. Earle’s employment agreement), (d) by us without Cause or (e) with 60 days’ prior written notice given by us or Mr. Earle in advance of the expiration of the initial or any successive employment terms under Mr. Earle’s employment agreement.
In the event Mr. Earle terminates his employment with us for Good Reason or is terminated by us without Cause, his employment agreement, as amended, contemplates that he will be entitled to (i) a lump sum payment equal to the sum of the following: (A) the Original Earle Salary for the greater of the remaining initial or any renewal term of the agreement or one year; (B) his target level annual bonus for the year in which the termination occurs; and (C) an amount equal to his target level annual bonus pro-rated to cover the greater of the number of months remaining in the initial or any renewal term and 12 months; (ii) full vesting of all options and restricted stock granted as an inducement to employment; (iii) continuation of medical and dental health benefits, and disability benefits for the greater of the initial term of the employment agreement or 12 months (with a maximum benefit of 18 months); and (iv) payment of outplacement fees, within the one-year period after termination, of up to $20,000.
Mr. Earle is also party to a separate Change in Control Agreement with the Company pursuant to which he is eligible to receive benefits in the event he is terminated in connection with a change in control, which is discussed in the “Executive Compensation” section of this Proxy Statement under the heading “Employment Agreements and Change in Control Agreements.” Mr. Earle is not
eligible to receive benefits under our Change in Control Plan. Mr. Earle is entitled to receive benefits under our Severance Plan, which is discussed in the “Executive Compensation” section of this Proxy Statement under the heading “Employment Agreements; Change in Control Agreements; and Severance Plan.

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TAX AND ACCOUNTING IMPLICATIONS
Our Compensation Committee considers the financial compensation expense and tax deductibility, among other things, when deciding on the type, mix and amounts of awards to grant under our executive compensation program.
Accounting
We account for equity compensation expenses for our employees in accordance with ASC Topic 718, which requires us to estimate and record expense for each award of the requisite service period in an amount equal to the fair value of the awards granted.
Tax Deductibility of Pay
In designing our executive compensation program for 2020, the Compensation Committee considered the effects of Section 162(m) of the Internal Revenue Code, which disallows a tax deduction to public corporations for compensation greater than $1.0 million paid for any fiscal year to certain executive officers.
For awards granted on or after November 3, 2017, all taxable compensation paid to our NEOs, including compensation expense generated in connection with the exercise of options and performance-based restricted stock units granted under our 2015 Plan are not exempt from the Section 162(m) deduction limit. We have in the past, and may from time to time in the future, pay compensation amounts to our executive officers that are not deductible. Although our Compensation Committee considers tax deductibility in the design and administration of our executive compensation plans and programs, our Compensation Committee believes that our interests are best served by providing competitive levels of compensation to our NEOs, even if it results in the non-deductibility of certain amounts under the Internal Revenue Code.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed with our management the Compensation Discussion and Analysis included in this Proxy Statement. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Proxy Statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2020.
Compensation Committee of the Board of Directors
John C. Mingé (Chair)
G. Stephen Finley
Roderick A. Larson
Michael A. Lewis*
Rose M. Robeson

*Mr. Lewis was appointed to the Board and the Compensation Committee effective January 1, 2021.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information regarding the compensation of our NEOs during 2020, 2019, and 2018.
Name and
Principal Position
YearSalary
Bonus(1)
Stock
Awards(2)
Non-Equity Incentive Plan
Compensation(3)
All Other
Compensation(4)
Total
Paul L. Howes
President and Chief Executive Officer
2020$707,615 $432,912 $855,800 $1,149,255 $28,803 $3,174,385 
2019$821,001 $432,919 $1,484,801 $80,048 $33,614 $2,852,383 
2018$787,503 $206,254 $1,359,991 $794,438 $37,239 $3,185,425 
Gregg S. Piontek
Senior Vice President and Chief Financial Officer
2020$388,998 $135,390 $293,134 $351,046 $32,735 $1,201,303 
2019$434,601 $185,393 $508,574 $31,780 $28,084 $1,188,432 
2018$413,880 $57,751 $1,525,849 $313,144 $30,935 $2,341,559 
Matthew S. Lanigan
Vice President and President of Industrial Solutions
2020$375,867 $93,478 $212,429 $312,499 $29,276 $1,023,549 
2019$413,880 $243,480 $368,549 $154,422 $24,197 $1,204,528 
2018$376,257 $43,750 $828,369 $315,397 $30,985 $1,594,758 
David A. Paterson(5)
Vice President and President, Fluids Systems
2020$386,067 $— $204,970 $109,716 $35,730 $736,483 
2019$205,175 $6,995 $679,000 $104,446 $61,890 $1,057,506 
E. Chipman Earle
Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary
2020$376,659 $— $270,933 $82,394 $28,125 $758,111 
2019$420,804 $50,000 $470,061 $28,720 $30,915 $1,000,500 
2018$155,305 $— $487,500 $110,767 $8,505 $762,077 
(1)Reflects long-term time-based cash incentives vested and paid out to Messrs. Howes, Piontek and Lanigan. The amounts for Messrs. Piontek and Earle for 2019 include $50,000 that was paid to each of them in the form of a spot bonus in recognition of their contributions to the development of our long-term strategy as well as accepting additional responsibilities following certain organizational changes in 2019.
(2)Dollar amount reported reflects the aggregate fair value determined as of the date of award or grant, in each case calculated in accordance with ASC Topic 718. See Note 12, “Stock-Based Compensation and Other Benefit Plans,” in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for the relevant assumptions used in the calculation of these amounts.
(3)Reflects amounts under our 2010 Annual Cash Incentive Plan that were earned in 2020, 2019 and 2018. The amounts for 2020 also include the following long-term performance-based cash incentives granted in 2017 and vested and paid out in 2020 to Messrs. Howes, Piontek and Lanigan based on the Company’s relative TSR within a specified peer group over a three-year performance period (Messrs. Earle and Paterson were not employees of the Company in 2017 so they did not receive these performance-based cash incentives):
NamePerformance-Based Cash Awards ($)
Paul L. Howes$928,125 
Gregg S. Piontek$259,875 
Matthew S. Lanigan$196,875 
(4)The amounts shown for “All Other Compensation” are detailed in the table below. The amounts listed for matching contributions under our 401(k) plan are immediately vested, except Messrs. Earle and Paterson’s matching contributions under our 401(k) plan which will vest at a rate of 20% for each year of completed service. Other Personal Benefits include amounts paid by the Company for monthly car allowances or annual car stipends, as applicable pursuant to executive employment agreements, executive physicals, and travel and entertainment expenses.
Paul L.
Howes
Gregg S.
Piontek
Matthew S. LaniganDavid A. PatersonE. Chipman Earle
Life Insurance$2,443 $4,310 $4,200 $2,445 $4,208 
Matching Contributions under 401(k)$6,360 $12,825 $9,476 $9,594 $8,317 
Other Personal Benefits$20,000 $15,600 $15,600 $23,692 $15,600 
(5)Mr. Paterson’s employment with us commenced on July 15, 2019.
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GRANTS OF PLAN-BASED AWARDS IN 2020
The following table sets forth information with respect to plan-based awards granted to our NEOs during 2020.
  
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards
All Other
Stock
Awards:
Number of Shares of Stock or Units
Grant
Date Fair
Value of
Stock Awards(1)
Name
Grant
Date
ThresholdTargetMaximum
Paul L. Howes$212,285 $707,615 $1,415,230 (2)— — 
5/21/2020— — — 415,437 
(4)
$855,800 
$598,230 $1,196,460 $2,392,920 (3)— — 
Gregg S. Piontek$87,525 $291,749 $583,498 (2)— — 
5/21/2020— — — 142,298 
(4)
$293,134 
$204,910 $409,820 $819,640 (3)— — 
Matthew S. Lanigan$78,932 $263,107 $526,214 (2)— — 
5/21/2020— — — 103,121 
(4)
$212,429 
$148,495 $296,990 $593,980 (3)— — 
David A. Paterson$81,074 $270,247 $540,494 (2)— — 
5/21/2020— — — 99,500 
(4)
$204,970 
143,281 286,561 573,122 (3)
E. Chipman Earle$79,098 $263,661 $527,322 (2)— — 
5/21/2020— — — 131,521 
(4)
$270,933 
$189,391 $378,781 $757,562 (3)— — 
(1)    Dollar amount reported reflects the fair value on the date of award or grant, in each case calculated in accordance with ASC Topic 718. See Note 12, “Stock-Based Compensation and Other Benefit Plans,” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for the relevant assumptions used to determine the valuation of our stock awards.
(2)    Represents threshold, target and over-achievement payout levels under our 2010 Annual Cash Incentive Plan for 2020. Possible payout levels shown under this performance-based plan for 2020 were based on base salary actually paid for the year. See “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table and accompanying footnote for the amount actually earned by each NEO for 2020 performance. Note that performance is assessed separately for each metric included in the 2010 Annual Cash Incentive Plan for 2020.
(3)    Represents our performance-based long-term cash incentive awards, which may be earned in an amount equal to 0% to 200% of target based on our relative TSR performance against a specified peer group over the three-year performance period of May 2020 to May 2023.
(4)    Represents time-based restricted stock units granted under the 2015 Plan. The awards vest in equal amounts over three years.
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
The following table sets forth information regarding the outstanding stock options, restricted stock units, and restricted stock awards held by our NEOs at December 31, 2020.
 Option AwardsStock Awards
NameNumber of Securities Underlying Unexercised Options Exercisable (#)
Option Exercise Price
($/Sh)
Option Expiration DateNumber of Shares or Units of Stock That Have Not Vested (#)
Market Value of Shares or Units of Stock That Have Not Vested ($)(1)
Paul L. Howes139,225 $9.13 6/8/2021—  — 
200,000 $5.57 6/5/2022—  — 
107,518 $11.43 6/5/2023—  — 
124,496 $11.20 5/21/2024—  — 
156,514 $9.00 5/22/2025—  — 
274,593 $4.32 5/19/2026—  — 
— — — 25,000 (2)$48,000 
— — — 42,767 (3)$82,113 
— — — 134,859 (4)$258,929 
— — — 415,437 (5)$797,639 
Gregg S. Piontek19,246 $9.13 6/8/2021—  — 
83,171 $5.57 6/5/2022—  — 
28,336 $11.43 6/5/2023—  — 
33,365 $11.20 5/21/2024—  — 
41,945 $9.00 5/22/2025—  — 
73,590 $4.32 5/19/2026—  — 
— — — 14,649 (6)$28,126 
— — — 50,000 (7)$96,000 
— — — 46,192 (8)$88,689 
— — — 142,298 (9)$273,212 
Matthew S. Lanigan69,896 $4.32 5/19/2026— — 
— — — 6,410 (10)$12,307 
— — — 9,382 (11)$18,013 
— — — 25,000 (12)$48,000 
— — — 33,474 (13)$64,270 
— — — 103,121 (14)$197,992 
David A. Paterson— — — 100,000 (15)$192,000 
— — — 99,500 (16)191,040 
E. Chipman Earle— — — 25,000 (17)$48,000 
— — — 42,694 (18)$81,972 
— — — 131,521 (19)$252,520 
(1)The market value is based upon the closing price of our common stock of $1.92 as reported by the NYSE on December 31, 2020.
(2)The 25,000 restricted stock units vest on May 18, 2021.
(3)The 42,767 restricted stock units vest on June 1, 2021.
(4)The 134,859 restricted stock units vest as follows: 67,430 on June 1, 2021 and 67,429 on June 1, 2022.
(5)The 415,437 restricted stock units vest as follows: 138,479 on June 1, 2021, 138,479 on June 1, 2022, and 138,479 on June 1, 2023.
(6)The 14,649 restricted stock units vest on June 1, 2021.
(7)The 50,000 restricted stock units vest on June 1, 2022.
(8)The 46,192 restricted stock units vest as follows: 23,096 on June 1, 2021 and 23,096 on June 1, 2022.
(9)The 142,298 restricted stock units vest as follows: 47,433 on June 1, 2021, 47,433 on June 1, 2022, and 47,432 on June 1, 2023.
(10)The 6,410 restricted stock units vest on May 18, 2021.
(11)The 9,382 restricted stock units vest on June 1, 2021.
(12)The 25,000 restricted stock units vest on June 1, 2022.
(13)The 33,474 restricted stock units vest as follows: 16,737 on June 1, 2021 and 16,737 on June 1, 2022.
(14)The 103,121 restricted stock units vest as follows: 34,374 on June 1, 2021, 34,374 on June 1, 2022, and 34,373 on June 1, 2023.
(15)The 100,000 restricted stock units vest as follows: 50,000 on July 15, 2021 and 50,000 on July 15, 2023.
(16)The 99,500 restricted stock units vest as follows: 33,167 on June 1, 2021, 33,167 on June 1, 2022, and 33,166 on June 1, 2023.
(17)The 25,000 shares of restricted stock vest on August 15, 2022.
(18)The 42,694 restricted stock units vest as follows: 21,347 on June 1, 2021 and 21,347 on June 1, 2022.
(19)The 131,521 restricted stock units vest as follows: 43,841 on June 1, 2021, 43,840 on June 1, 2022, and 43,840 on June 1, 2023.

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OPTION EXERCISES AND STOCK VESTED
The following table sets forth information for the NEOs with respect to vesting of time-based restricted shares/units in 2020. There were no stock options exercised in 2020. Mr. Paterson did not have any stock awards vest in 2020 so he is not included in the table.
 Option AwardsStock Awards
Name
Number of Shares Acquired on
Exercise (#)
Value
Realized upon
Exercise
Number of Shares
Acquired on Vesting (#)
Value
Realized
on Vesting(1)
Paul L. Howes— — 163,081 $339,208 
Gregg S. Piontek— — 102,552 $213,308 
Matthew S. Lanigan— — 87,337 $153,946 
E. Chipman Earle— — 46,347 $96,652 
(1)Dollar values are calculated by multiplying the market price of our common stock on the vesting date by the number of shares vested and do not necessarily reflect the proceeds actually received by the NEO.
Risk Assessment of Compensation Programs
The Compensation Committee considers, in establishing and reviewing the employee compensation programs, whether the programs encourage unnecessary or excessive risk taking. As discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Compensation Committee, with the assistance of management and Pearl Meyer, undertook a risk assessment of our compensation programs in 2020. After reviewing and discussing the compensation programs with the Compensation Committee and reviewing the results of those discussions with the Audit Committee of the Board, we believe that the programs are balanced and do not motivate or encourage unnecessary or excessive risk taking. In reviewing the compensation programs with the Compensation Committee, Pearl Meyer did not identify any areas of potential excessive risk within the compensation programs and concluded that there were proper mitigations in place within each component of the compensation programs such that no component of the compensation programs was flagged for monitoring or of potential concern to Pearl Meyer. While some performance-based awards focus on achievement of short-term or annual goals, and short-term goals may encourage the taking of short-term risks at the expense of long-term results, these award programs represent a modest percentage of the executive employees’ total compensation opportunities and are balanced by other long-term incentives. We believe that these programs appropriately balance risk and the desire to focus employees on specific short-term goals important to our success, and that such programs do not encourage unnecessary or excessive risk taking.
A significant part of the compensation provided to employees is in the form of long-term equity awards that are important to help further align employees’ interests with those of our stockholders. We do not believe that
these awards encourage unnecessary or excessive risk taking since the ultimate value of the awards is tied to our absolute and relative stock price performance, and since awards are staggered and subject to long-term vesting schedules to help ensure that executives have significant value tied to long-term stock price performance on both an absolute and relative basis.
Employment Agreements; Change in Control Agreements; Severance Plan;
and Retirement Policy
We have entered into employment agreements with each of our NEOs. See the heading “Agreements with our Named Executive Officers” within the “Compensation Discussion and Analysis” section of this Proxy Statement for a summary of these employment agreements. We have also entered into change in control agreements with our NEOs, other than Mr. Howes, who receives his change in control benefits under his employment agreement. See “Potential Payments upon Change in Control” below for a summary of these benefits and agreements. As each of our NEOs is already receiving change in control benefits either pursuant to an employment agreement (in the case of Mr. Howes) or a separate change in control agreement (in the case of each of our other NEOs), none of our NEOs is eligible to participate in our Change in Control Plan. However, each of our NEOs is eligible to receive benefits under our Retirement Policy upon meeting the qualifying criteria. As of December 31, 2020, only Mr. Howes had met the qualifying criteria to receive benefits under our Retirement Policy. A description of our Retirement Policy is in the “Our Indirect Compensation Elements” section of this Proxy Statement under the heading “Retirement Policy.”
In addition, on August 11, 2020, the Compensation Committee adopted the Severance Plan, which provides payments and benefits to each of our NEOs, who have all executed participation agreements thereunder, in the
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event that payments and benefits under such plan would be greater than the benefits provided under the NEO’s employment agreements.

Potential Payments upon Change in Control
Our Compensation Committee believes a change in control benefit helps to motivate management to seek out change in control transactions that would be in the best interests of our stockholders, secure the continued dedication of our NEOs and management team prior to or following a change in control of our Company and promote continuity of management during a corporate transaction. Each of our NEOs are entitled to receive change in control benefits. Receipt of the benefits by the executives is conditioned on a change in control of our Company and the termination of employment of the executive under certain circumstances described below (often referred to as a “double-trigger”). Benefits to the executives under the agreements are described below:
Payment of accrued but unpaid salary and a prorated annual bonus (at the target level) through the date of termination.
A lump sum payment in an amount equal to a multiple of that executive’s (i) base salary, plus (ii) in the case of Mr. Howes, a bonus equal to the highest bonus he received under the 2010 Annual Cash Incentive Plan, and in the case of the other NEOs, a target bonus that will equal the higher of the bonus to which the NEO would be entitled under the 2010 Annual Cash Incentive Plan for the fiscal year preceding the termination or the highest bonus received by the NEO under the incentive plan in the two fiscal years immediately preceding the change of control event. The multiples established under the agreements are: 2.99 times for the CEO, two times for the other NEOs, and one time for the remaining designated key executives and employees.
Full vesting of all options, restricted stock (whether time or performance-based), and deferred compensation.
Payment of outplacement fees up to $25,000 for the CEO and from $5,000 to $25,000 for other NEOs and remaining employees.
Continuation of life insurance, medical and dental health benefits, and disability benefits for a period ranging from one year to three years. 
A change in control will be deemed to occur if:
There is a merger or consolidation of our Company with, or an acquisition by us of the equity interests of all or substantially all of our assets of, any other corporation or entity other than any transaction in which members of our Board immediately prior to the transaction constitute a majority of the board
of the resulting entity for a period of 12 months following the transaction;
Any person or group becomes the direct or indirect beneficial owner of 30% or more of our outstanding voting securities;
Any election of directors occurs and a majority of the directors elected are individuals who were not nominated by a vote of two-thirds of the members of the Board or the ESG Committee; or
We effect a complete liquidation of our Company or a sale of all or substantially all of our assets unless, immediately following any such sale or disposition, members of our Board immediately prior to the transaction constitute a majority of the resulting entity for a period of 12 months following the transaction.
Under the policy, an executive or employee is not entitled to those benefits unless such person’s employment is terminated during the period commencing upon the date when we first have knowledge that any person or group has become a beneficial owner of 30% or more of our voting securities or the date we execute an agreement contemplating a change in control and ending two years after the change in control, for any reason other than:
death;
disability;
cause; or
resignation without good reason.
The tables below reflect the amount of compensation payable to each of the NEOs as a result of a change in control and termination of that executive’s employment under the terms of the above-described policy or, with respect to Mr. Howes, under his employment agreement. The amount of compensation payable to each NEO upon voluntary termination for good reason or involuntary not-for-cause termination, termination following a change in control, and termination in the event of death or disability of the executive is shown below. The amounts shown assume that the termination was effective on December 31, 2020 and thus include amounts earned through that time and are estimates of the amounts that would have been paid to the executives upon their termination on such date. The amounts do not include compensation to which the NEO was otherwise entitled, such as previously vested equity awards. The value of the equity compensation awards was based on the closing price of our common stock of $1.92 on December 31, 2020. The actual amounts to be paid out can only be determined at the time of the executive’s separation from us. In the event of death or disability before the annual cash (short-term incentive) is paid, the Compensation Committee has the authority to pay (in full or on a prorated basis) the amount the employee would have received. We have assumed that the Compensation
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Committee would have authorized the payment of the full award for purposes of the tables below. As of December 31, 2020, Mr. Howes is the only NEO who is eligible for retirement under our Retirement Policy.
Severance Plan
Severance benefits under the Severance Plan are determined based on the officer’s tier of employment. Tier 1 includes only Mr. Howes, and Tier 2 includes each of our other NEOs. Upon a Qualifying Termination, the NEO will be entitled to receive the better of the severance benefits set forth in his employment agreement and the following severance benefits as set forth in the Severance Plan:
a.Cash Severance. A lump sum cash payment equal to two times or one times the sum of the participant’s base salary and target annual bonus as of the date of termination for a Tier 1 or Tier 2 participant, respectively.
b.Pro Rata Bonus. The participant’s target bonus under the Company’s annual bonus plan, pro-rated to reflect the participant’s base salary earned during the year in which the Qualifying Termination occurs.
c.Time-Based Incentives. Any time-based equity or long-term cash award that would have otherwise vested during the year following the termination of employment would vest pro-rata, based on the period the participant remained employed following the most recent vesting date, to the extent such awards would have otherwise vested during the twelve-month period following the date of termination. To the extent a time-based award was granted as an inducement grant, it would vest in full on the date of termination. The exercise period of any stock option, stock appreciation right or similar award would expire on the second anniversary of the date of termination or, if sooner, the original expiration date of the award.
d.Performance-Based Incentives. Any performance-based awards (excluding annual bonus awards) granted to the participant more than one year prior to the date of termination that remain outstanding as of the date of termination will vest based on actual performance results, to the extent they do not exceed the target performance level, and pro-rated to reflect the period the participant remained employed during the performance period. Performance-based incentive awards granted to the participant within one year prior to the termination date would be forfeited.
e.Health Benefits. A lump sum payment equal to eighteen (18) months of the COBRA cost of health and welfare coverage for such participant, based
on the level of coverage in effect as of the date of termination.
f.Outplacement Services. Outplacement services with a maximum value of $25,000.
Retirement, Disability and Death
An executive officer who retires will be entitled to pay through the last day worked as well as all vested and unvested 401(k) matching contributions from the Company. An executive officer who becomes disabled will be entitled to pay through the last day worked, disability benefits, all vested and unvested 401(k) matching contributions from the Company and accidental dismemberment benefits, if applicable. The listed beneficiary(ies) of an executive officer who dies will be entitled to pay through the executive’s last day worked, all vested and unvested 401(k) matching contributions from the Company, and life insurance proceeds.
The impact of an employee’s disability or death on outstanding options can vary depending on whether the employee was eligible for retirement at the time of death and the stock option plan under which the grants were made. Under our Amended and Restated 2006 Equity Incentive Plan (the “2006 Plan”) and our 2015 Plan, upon termination of employment by reason of death or permanent disability, all vested options outstanding may be exercised in full at any time during the 12-month period following termination of employment.
To help us attract and retain more experienced mid to late career talent, the Compensation Committee of the Board maintains a Retirement Policy (as amended, the “Retirement Policy”), applicable to all U.S. employees, including NEOs to provide for a retirement treatment that is advantageous for longer tenured employees who are nearing retirement. Eligibility for retirement under our Retirement Policy is determined based on a combination of metrics, including duration of employment and age. The Retirement Policy helps us better manage succession planning and provide career advancement opportunities for developing talent. If eligible, under our Retirement Policy, time-based restricted stock or restricted stock units and time-based long-term cash awards outstanding at the time of retirement will continue to vest according to the vesting schedule. Stock options granted will also continue to vest according to the original vesting schedule. Stock options granted under our 2015 Plan will remain exercisable from the date of retirement until the original expiration date of the option. Stock options granted under any plan prior to the 2015 Plan will remain exercisable for one-year post-retirement, except stock options outstanding for our NEOs that will remain exercisable until the earlier of the second anniversary of the retirement date or the original expiration date of the option. During the continued vesting period or while any stock options remain outstanding, the Company maintains the right to claw back unvested awards or immediately cancel any outstanding stock options in the event of a violation of a
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non-compete or non-solicitation agreement or other restrictive covenants.
For performance-based restricted stock units and performance-based cash awards, the award will be based on actual performance determined at the end of the performance period, but the number of units or amount of cash vesting will be prorated based on the number of full months in which the retiree was employed during the performance period.
Retirement eligibility under the Retirement Policy is defined as accumulating 70 or more “points,” calculated by adding the age of the employee to the employee’s full years of service. The minimum age for retirement eligibility under the Retirement Policy is 60 years. This same definition of retirement eligibility will be applied to the 2010 Annual Cash Incentive Plan, which refers to retirement benefits, but did not include, prior to the adoption of the Retirement Policy, a definition of retirement eligibility.



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Paul L. Howes
Executive Compensation
and Benefits
Voluntary
Termination for Good
Reason or Termination
without Cause on
12/31/20
Termination due to
Change in Control on
12/31/20
Termination due to Retirement on 12/31/20Termination
due to
Disability
on
12/31/20
Termination
due to
Death
on
12/31/20
Compensation:    
Base Salary$1,656,000 $2,475,720 — $414,000 — 
Short-term Incentive (100% of Base Salary)$1,656,000 $6,253,438 $221,130 $221,130 $221,130 
Long-term Incentives:    
Performance-Based Cash Awards$1,129,707 $3,002,540 $3,002,540 — $2,326,167 
Time-Based Cash Awards$188,893 $226,671 $226,671 — $226,671 
Time-Based Restricted Shares$262,729 $1,186,681 $1,186,681 — $1,186,681 
Benefits and Perquisites:    
Outplacement$25,000 $25,000 — — — 
Health & Welfare Benefits$17,078 $34,155 — — — 
Life Insurance— $7,329 — — — 
Life Insurance Proceeds(1)
— — — — $500,000 
Disability Benefits per year(2)
— — — $120,000 — 
Total$4,935,407 $13,211,534 $4,637,022 $755,130 $4,460,649 
(1)   The amount reflected is increased to $2.0 million if Termination due to Death while traveling for business purposes.
(2)    Long-term disability benefits per year until no longer disabled or Social Security retirement age.

Gregg S. Piontek
Executive Compensation
and Benefits
Voluntary
Termination for Good
Reason or Termination
without Cause on
12/31/20
Termination due to
Change in Control on
12/31/20
Termination
due to
Disability
on
12/31/20