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.   )

U.S. Silica Holdings, Inc.
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 26, 2020

Dear Fellow Stockholder:

We invite you to attend our Annual Meeting of Stockholders to be held on Thursday, May 7, 2020 at 9:00 a.m., Central Time, at The St. Regis Hotel, 1919 Briar Oaks Lane, Houston, TX 77027. We are currently monitoring the emerging public health impact of the coronavirus outbreak (COVID-19) and we may give notice in the future that the location of our Annual Meeting of Stockholders may change or we may hold the meeting in a virtual meeting format only. We will issue a press release no less than 10 days before the meeting date if the location or format of the meeting is changed. Our Proxy Statement for the annual meeting and our 2019 annual report accompany this letter.

The Notice of Annual Meeting of Stockholders and the Proxy Statement describe the items of business to be considered at the meeting. Please consider the items presented and vote your shares as promptly as possible.

We are utilizing a Securities and Exchange Commission rule that permits us to furnish proxy materials to stockholders over the Internet. We have delivered to our stockholders a Notice of Internet Availability of Proxy Materials, which indicates how to access our proxy materials on the Internet. By furnishing this Notice of Internet Availability of Proxy Materials in lieu of mailing our proxy materials, we are lowering the delivery costs and reducing the environmental impact of the meeting. If you prefer a paper copy of the proxy materials, you may request one by following the procedure set forth in the Notice of Internet Availability of Proxy Materials.

Your vote is important. Whether or not you plan to attend the Annual Meeting of Stockholders, please vote your shares by proxy via Internet, telephone or mail to ensure that your vote is counted. If you hold your shares through an account with a broker, bank or other nominee, please follow the instructions you receive from that nominee to vote your shares.

Thank you for your continued support of U.S. Silica.

Sincerely,

Charles W. Shaver	Bryan A. Shinn
Chairman of the Board	Chief Executive Officer

U.S. Silica Holdings, Inc.
24275 Katy Freeway, Suite 600, Katy, TX 77494

Notice of Annual Meeting of Stockholders

Date and Time

Thursday, May 7, 2020 at 9:00 a.m. Central Time

Place

The St. Regis Hotel
1919 Briar Oaks Lane
Houston, Texas

Record Date

March 9, 2020

Items to be Voted

The Board of Directors recommends a vote “FOR” each of the seven director nominees; approval of the compensation of our named executive officers; ratification of the appointment of our independent registered public accounting firm; approval of our Second Amended and Restated 2011 Incentive Compensation Plan, and a vote of “ONE YEAR” for the frequency of future advisory votes on executive compensation.

We discuss the above business matters in more detail in this Proxy Statement.

Only holders of record of our common stock at the close of business on March 9, 2020 will be entitled to vote. If you plan to attend the Annual Meeting in person, please note the admission procedures set forth in this Proxy Statement. We are currently monitoring the emerging public health impact of the coronavirus outbreak (COVID-19) and we may give notice in the future that the location of our Annual Meeting of Stockholders may change or we may hold the meeting in a virtual meeting format only. We will issue a press release no less than 10 days before the meeting date if the location or format of the meeting is changed.

	Stacy Russell
	Senior Vice President, General Counsel & Corporate Secretary

March 26, 2020

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 7, 2020:
The Proxy Statement and 2019 Annual Report are available at www.proxyvote.com and https://ussilica.gcs-web.com/annual-reports.

TABLE OF CONTENTS

PROXY SUMMARY

Annual Meeting of Stockholders

Only stockholders of record at the close of business on March 9, 2020 (the “Record Date”), will be entitled to vote at the Annual Meeting. As of the Record Date we had 73,755,692 shares outstanding. We initiated delivery of these Proxy Materials to stockholders on March 26, 2020.

We are currently monitoring the emerging public health impact of the coronavirus outbreak (COVID-19) and we may give notice in the future that the location of our Annual Meeting of Stockholders may change or we may hold the meeting in a virtual meeting format only. We will issue a press release no less than 10 days before the meeting date if the location or format of the meeting is changed.

About U.S. Silica

We are a global performance materials company and a leading producer of commercial silica used in a wide range of industrial applications and in the oil and gas industry. During our 120-year history, we have developed core competencies in mining, processing, logistics and materials science that enable us to produce and cost-effectively deliver over 400 diversified product types to customers across our end markets. Our wholly-owned subsidiaries include EP Minerals and SandBox Logistics. EP Minerals is an industry leader in the production of products derived from diatomaceous earth, perlite, engineered clays, and non-activated clays. SandBox Logistics is a state-of-the-art leader in proppant storage, handling and well-site delivery, dedicated to making proppant logistics cleaner, safer and more efficient. As of December 31, 2019, we operated 25 production facilities across the United States. We control 527 million tons of reserves of commercial silica, which can be processed to make 202 million tons of finished products that meet American Petroleum Institute frac sand specifications, and 59 million tons of reserves of diatomaceous earth, perlite, and clays.

We maintain an on-going commitment to research and business development efforts in order to enhance our existing products, develop new products, increase our presence and market share in certain specialty products end markets, and allow us to enter new markets.

With over 2,100 employees world-wide, we operate on a platform of ethics, safety and sustainability. As we change and grow, our core values remain constant:

Many of these efforts are described in our Corporate Sustainability Report which we expect to publish annually during the second quarter. Please visit our website at: www.ussilica.com/why-us-silica/sustainability.

Corporate Governance Highlights

Executive Compensation Highlights

We seek to apply a consistent philosophy to compensation for all executive officers and to pay EQUITABLY, COMPETITIVELY, and on PERFORMANCE.

Voting Matters

The following table summarizes the proposals to be considered at the Annual Meeting and the Board’s voting recommendation for each proposal.

Below are the proposals to be presented for voting during the U.S. Silica Holdings, Inc. (“we,” “us,” “our,” the “Company” or “U.S. Silica”) Annual Meeting of Stockholders on Thursday, May 7, 2020 (the “Annual Meeting”).

Proposal No. 1: Election of Directors

Each of the seven current members of our Board of Directors (referred to as the “Board of Directors” or the “Board”) (i) has been nominated by the Board for election as a director at the Annual Meeting to serve until the 2021 Annual Meeting of Stockholders and until his or her successor is elected and qualified, or if earlier, upon his or her death, resignation or removal, and (ii) has agreed to serve if elected. However, if for some reason one of them is unable or unwilling to serve, your proxy will vote for the election of another director nominee, unless the Board reduces the total number of directors on the Board. Biographical information, including a discussion of specific experience, qualifications, attributes and skills for each of the nominees, and other information about them, is presented beginning on page 6. The Board recommends a vote “FOR” each director nominee. See Proposal No. 1 starting on page 5.

Proposal No. 2: Advisory Vote to Approve Executive Compensation

This proposal is to approve the compensation of our named executive officers (referred to as “named executive officers” or “NEOs”) as disclosed in this Proxy Statement. See Proposal No. 2 on page 17. The Board recommends a vote “FOR” this proposal.

Proposal No. 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

This proposal is to approve how often we ask our stockholders to cast advisory votes on the compensation of our NEOs. The voting options include annual votes, votes every two years, or votes every three years. See Proposal No. 3 on page 18. The Board recommends a vote of “ONE YEAR” for this proposal.

Proposal No. 4: Ratification of Appointment of Grant Thornton LLP as our Independent Registered Public Accounting Firm for 2020

This proposal is to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2020. See Proposal No. 4 on page 48. The Board recommends a vote “FOR” this proposal.

Proposal No. 5: Approval of our Second Amended and Restated 2011 Incentive Compensation Plan

This proposal is to approve the adoption of our Second Amended and Restated 2011 Incentive Compensation Plan (the “Plan”). Our Board approved the Plan subject to stockholder approval. See Proposal No. 5 on page 51. The Board recommends a vote “FOR” this proposal.

Other Business Matters

The Board is not aware of any other business to come before the Annual Meeting. However:

then stockholders present at the meeting may vote on such items. If your shares are represented by proxy at the Annual Meeting, your proxy will vote your shares on any such business as recommended by the Board or, if no recommendation is given, using his discretion.

PROPOSAL NO. 1:

ELECTION OF DIRECTORS

Directors will be elected if the number of votes cast “for” a director nominee exceeds the number of votes cast “against” that nominee, assuming a quorum is present. Abstentions and broker non-votes have no effect on this proposal, except they will be counted as having been present for purposes of determining the presence of a quorum at the Annual Meeting.

If any director nominee who is a current director is not re-elected at the Annual Meeting by the standard set forth above, under Delaware law the director would continue to serve on the Board as a “holdover director” until the director’s successor is elected. However, we have implemented a majority voting standard in our Corporate Governance Guidelines (“Guidelines”), so any director who does not receive a majority of the votes cast at the Annual Meeting is expected to tender his or her resignation to the Board. The Nominating & Governance Committee would then act on an expedited basis to determine whether to accept the director’s resignation and would submit such recommendation for prompt consideration by the Board. A director who tenders a resignation will not participate in the Board’s decision.

DIRECTOR NOMINEES

The Board has determined that its current composition provides a balanced mix of expertise, including with respect to the energy and logistics sectors, public company management, financial acumen and other expertise and diversity of ideas. The Board also believes the nominees together provide the appropriate range and balance regarding director tenure. The Board believes that each director nominee possesses the leadership, experience, qualifications, attributes and skills to make significant contributions to the Board, our stockholders and the Company as whole. Additionally, the information detailed below specifies each nominee’s experience, qualifications, attributes and skills the Board considered in concluding that the nominee should serve as a director. There are no family relationships between any of our executive officers or directors.

Peter C. Bernard
Age: 58     Director Since: 2012     U.S. Silica Committees: Chair of Nominating and Governance Audit	Mr. Bernard has served as a member of the board of directors of Conquest Completion services, an oilfield services company, since September 2017; as a member of the board of directors of RS Energy Group, a reservoir engineering and consulting business, since February 2016; as Executive Chairman of Rubicon Oilfield International, an oilfield products and equipment company, since November 2015; as a consultant to Warburg Pincus, a private equity investing firm, since June 2014; and as managing member and owner of Pinion Energy Consulting, LLC, which provides advisory services to the energy sector, since July 2009. Additionally, he served as Executive Chairman of C&C Reservoirs, which provides data to the upstream petroleum industry, from September 2014 to October 2016; as Chairman of Tendeka, a global completions solutions company headquartered in the United Kingdom, from January 2011 until August 2016 and as a consultant to Kenda Capital from September 2010 through March 2015. From October 2010 until November 2014, Mr. Bernard served as the Chairman of Zeitecs, a specialized artificial lift technology company. Mr. Bernard served in various roles of increasing responsibility and seniority at Halliburton Company until his retirement in December 2008, including as a member of the Executive Committee from 2007 until December 2008 and as Senior Vice President of Business Development and Marketing from 2006 to April 2008. Additionally, Mr. Bernard served as Vice President and Global Account Executive for Royal Dutch Shell from 2003 to 2004 and President and CEO of Landmark Graphics from 2004 to 2006. Mr. Bernard received his B.S. degree in Petroleum Engineering from the University of Louisiana at Lafayette.
	Relevant Skills and Expertise: Mr. Bernard brings extensive breadth, depth and expertise in the oil and natural gas services sector of the energy industry that strengthens the Board’s collective qualifications, skills and experience.

CORPORATE GOVERNANCE

Our Board of Directors and management believe that a strong corporate governance program is essential to the long-term success of the Company. The Nominating & Governance Committee and our Board regularly review our corporate governance structure in light of changes in Securities and Exchange Commission (“SEC”) and New York Stock Exchange (“NYSE”) rules, as well as current best practices.

The Guidelines, along with other governance documents including the Code of Business Conduct & Ethics for Employees, (the “Code”), the Code of Conduct for the Board of Directors, each of the Audit, Compensation, Nominating & Governance, and Executive Committee charters, and other governance policies are available on our website at www.ussilica.com (see, Investors - Governance) and are available in print to any stockholder upon request by contacting our Investor Relations team via email at ir@ussilica.com; via post at: U.S. Silica Holdings, Inc., Attn.: Investor Relations, 24275 Katy Freeway, Suite 600, Katy, Texas 77494; or by calling (281) 258-2170.

Codes of Conduct

U.S. Silica has adopted a worldwide Code of Business Conduct & Ethics for Employees, which applies to all officers and other employees of the Company. This Code provides a broad set of legal and ethical principles intended to guide all of our employees in the performance of their duties, and covers topics such as conflicts of interest, gifts and gratuities, insider trading, anti-trust and fair competition, discrimination and harassment, confidentiality, anti-boycott laws, political activity, and

government investigations. We periodically review and, as necessary, revise the Code in accordance with good corporate governance practices. Additionally, the Board has adopted a Code of Conduct for the Board of Directors, which applies to all Directors and establishes specific standards they are expected to follow in carrying out their duties as directors. All Directors, officers and employees are expected to always act ethically and in compliance with Company policies and applicable codes of conduct.

Policy Against Lobbying

U.S. Silica believes it is in our interest to remain politically neutral and we have ingrained this culture in our Code. The Code prohibits contributions to any political party or candidate, or for any referendum or initiative. The Company may engage in dialogue with public policy decision makers, but we do not use lobbyists or seek to bring about particular outcomes or decisions. U.S. Silica also has not contributed and does not contribute corporate funds to Super PACs or for electioneering communications.

U.S. Silica does pay regular dues to mining or other trade associations which may have lobbying activities, but the Code prohibits payments to trade associations over which the Company officers have control or influence. U.S. Silica will request trade associations that received payments from the Company that total $20,000 or more in a given year to report the portion of dues used for expenditures or contributions that if made directly by the Company would

not be deductible under Section 162(e)(1)(B) of the Internal Revenue Code. All dues paid to such trade associations are annually reviewed by the Nominating and Governance Committee of the Board annually.

In 2019, U.S. Silica paid member dues of $5,000 or more to the following trade associations:

Policy Against Hedging

Our insider trading policy prohibits all employees, including the NEOs, from short selling Company securities as well as transacting in publicly-traded Company options, warrants, puts, calls or similar instruments. Additionally, all employees,

including NEOs, are prohibited from engaging in hedging or other monetization transactions related to our securities. This policy helps ensure that our NEOs and other executives remain subject to the risks, as well as the rewards, of stock ownership.

Transactions with Related Persons

The Board has adopted a Related Party Transactions policy, which provides for the review of all known transactions, arrangements, and relationships (or series of similar or related transactions) between U.S. Silica (or a subsidiary) and any (1) person who is a director or executive officer of, or a nominee to become a director of, U.S. Silica; (2) person who is known to be the beneficial owner of more than 5% of any class of our stock; or (3) immediate family member of any of the foregoing persons, in each case where the aggregate amount involved exceeds $ 120,000. We refer to such persons as “related persons” and such transactions as “Related Person Transactions.” The purpose of this review is to determine whether such related persons have a direct or indirect material interest in the applicable Related Person Transaction.

Under the policy, any Related Person Transaction must be approved or ratified by a majority of the Board’s disinterested Directors, or a designated sub-set of such Directors. Approval will be granted only if the disinterested directors determine that the transaction is on terms no less favorable to U.S. Silica in the aggregate than those generally available to an unaffiliated third party under similar circumstances. Other than compensation agreements and other arrangements that are described elsewhere in this Proxy Statement, since January 1, 2019, there have been no Related Person Transactions and none are currently proposed.

Determination of Independence

Our Guidelines require a majority of our Directors to qualify as “independent directors” according to NYSE listing standards. The Board determined that each of Messrs. Bernard, Kacal, and Shaver as well as Mss. Duren and Lind and Dr. Stice (collectively the “Outside Directors”), meets the NYSE’s definition of an independent director, representing a majority of current Board members. The Board’s independence determinations included a review of transactions that occurred since the beginning of 2017 with entities associated with our directors or members of their

immediate family. In making its independence determinations, the Board considered that Mr. Bernard served as a director at a company that received a payment from the Company in 2019. This payment was an ordinary course commercial transaction involving significantly less than $120,000.

Mr. Shinn, who is our Chief Executive Officer (“CEO”), is not independent.

Board Leadership Structure

U.S. Silica believes that independent board oversight is an essential component of strong corporate performance and enhances stockholder value. Our Guidelines provide that the roles of Chairman of the Board and CEO may be separate or combined at the Board’s discretion and is an element to regularly be considered as part of the succession planning process. The Board believes there is no single organizational model that is the best and most effective in all circumstances.

Consequently, the Board periodically considers whether the offices of Chairman and CEO should be combined and who should serve in such capacities. While the Board retains the authority to combine the positions of Chairman and CEO if it deems appropriate in the future, the roles of Chairman and CEO are presently separated, with Mr. Shaver serving as the independent Chairman and

Mr. Shinn serving as our CEO. The Board believes that this structure currently best serves the interests of stockholders because it allows Mr. Shinn to focus primarily on our business strategy and operations and most effectively leverages the experience of Mr. Shaver serving as Chairman. It also enhances the Board’s independent oversight, including risk oversight, of our senior management team and enables better communications and relations between the Board, the CEO and other senior management. In that regard, our independent Chairman presides over the executive sessions of the non-management and independent Directors on the Board. The Board will continue to reexamine its corporate governance policies and leadership structures on an ongoing basis to ensure that they continue to meet our needs.

Board’s Role in Risk Oversight

While our management team is responsible for the day-to- day management of risk, the Board, led by the Audit Committee, has broad oversight responsibility for our risk- management programs. In this role, the Board is responsible for satisfying

itself that the risk-management processes designed and implemented by management are functioning as intended, and that necessary steps are taken to foster a culture of prudent decision-making throughout the organization.

The Board performs its risk oversight function in part through its Committees, which, except for the Executive Committee, are comprised solely of independent Directors. Each such Board Committee’s risk oversight role is as follows:

our cybersecurity exposures and enhance our controls, monitoring and mitigation activities related to these risks. The Company and our corporate insurance broker continue to assess the availability of appropriate and cost-efficient cyber insurance as an additional cybersecurity risk management tool.

The Board believes that our current Board leadership structure appropriately considers the Board’s role in risk management oversight, including the appropriate delegation of risk management oversight responsibilities to the various Board Committees as described above. In addition to the specific risk oversight areas overseen by these Board Committees, the Board as a whole exercises its oversight function with respect to all other material risks to U.S. Silica, which are identified and discussed in our periodic reports and other public filings with the SEC.

Succession Planning & Leadership Development

Succession planning and leadership development are top priorities for the Board and management. On an ongoing basis, the Board plans for succession for the CEO and other senior management positions — a process overseen by the Compensation Committee, which reviews and makes recommendations to the Board regarding succession

strategies and leadership development initiatives. To assist the Board, the CEO periodically reports on individual senior executives and their potential to succeed to the position of CEO and provides an assessment of potential successors to other key positions. Our Human Resources team also assists in succession planning, as necessary.

Board & Director Evaluation Process

Our Board believes that a comprehensive evaluation process enhances the effectiveness of our Board and its Committees. Each year, the Board performs a rigorous full Board evaluation and each Director performs a self-evaluation. The evaluation process, managed by the Corporate Secretary’s office with

oversight by the Nominating & Governance Committee, assesses the Board and each Committee’s performance against the responsibilities listed in the Guidelines and the respective Committee charters.

Director Education

We encourage new Directors to participate in an orientation program that includes, among other things, discussions with senior management, site visits, and policy review. The Board expects the Company to provide at least one continuing education program each year and encourages Directors to attend other continuing education programs, which typically focus on issues and current trends affecting

directors of publicly-held companies. We reimburse our Directors for tuition and expenses associated with attending these programs. In addition, our legal team provides training programs related to corporate governance and the duties of directors at public companies to keep directors abreast of evolving issues, events and best practices.

Board Qualifications, Recruitment & Nominations

We believe our stockholders are best served by collaboration among different perspectives and consequently, the Board seeks nominees with a broad diversity of experiences, professions, viewpoints, skills, and backgrounds that will enable them to make a significant contribution to the Board, the Company and our stockholders. The Board believes that the backgrounds and qualifications of all of the current Director nominees, considered as a group, provide a broad diversity of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. We discuss each nominee’s specific experience, qualifications, attributes and skills above under “Director Nominees.”

The Nominating & Governance Committee annually reviews the qualifications and backgrounds of the Directors, as well as the overall composition of the Board, and recommends to the full Board the slate of Director candidates to be nominated for election at the next Annual Meeting of Stockholders. From time to time, the Nominating & Governance Committee may retain third-party search firms to assist the Board in identifying and evaluating potential candidates to serve on the Board. The Committee’s review of existing Directors and any new potential candidate is guided by the director qualifications listed in our Guidelines, including: the nominee’s contribution to diversity of gender, race, ethnicity, age, education, and cultural background, professional experiences, skills and expertise in the context of the needs of the Board; the nominee’s ability to represent all stockholders without a conflict of interest; the nominee’s ability to work in and promote a productive environment; whether the nominee has sufficient time and willingness to fulfill the substantial duties and responsibilities of a director; whether the nominee has demonstrated the high level of character and integrity expected by the Company; whether the nominee possesses the broad professional and leadership experience and skills necessary to effectively respond to the complex issues encountered by a publicly-traded company; and the nominee’s ability to apply sound and independent business judgment.

Additionally, the Guidelines provide that no Director should serve on more than three boards of public companies (including the Board); no Director should serve as Chair of more than two boards of public companies (including the Board); no Director should serve on more than three audit committees of public company boards (including the Audit Committee of the Board); no Director who is the chief executive officer of a public company should sit on more than two boards of public companies (including the Board); no Director may be nominated to a new term if he or she would be age 75 or older at the time of election, unless he or she is also the CEO; and no Director may serve as a director, officer or employee of a competitor of the Company.

A stockholder wishing to recommend a Director candidate should send the recommendation to our Corporate Secretary at: 24275 Katy Freeway, Suite 600, Katy, Texas 77494. If a stockholder would like its recommended Director candidate to be considered for election at an upcoming Annual Meeting of Stockholders, the stockholder should follow the timing and other requirements set forth in our bylaws for submitting Director nominations, including submission of the recommendation in writing between 90 and 120 days before the first anniversary of the preceding year’s Annual Meeting of Stockholders (in most circumstances, although different timing requirements would apply if the meeting is advanced or delayed by 30 days or more relative to the preceding year’s meeting or if no meeting was held in the preceding year) and delivery of certain specified information about the stockholder and the recommended director candidate. The Nominating & Governance Committee will consider such candidates using the same process and criteria used for candidates recommended by management, the Board or any other source.

Board Composition & Meetings

Currently, our Board consists of seven members. The affirmative vote of a majority of the number of authorized Directors is required to change the size of our Board. The Board exercised this authority in July 2019 in connection with the addition of Ms. Lind to the Board. The term of office for each Director is until his or her successor is elected at our next Annual Meeting of Stockholders or his or her death, resignation or removal, whichever is earliest to occur. Stockholders elect Directors each year at our Annual Meeting of Stockholders.

The Board met six times in 2019. Directors are expected to attend all or substantially all Board meetings and the

meetings for those Committees on which they serve. In 2019, each of the Directors nominated for re-election attended at least 85% of the meetings of the Board and for each Committee during the period for which he or she served.

The Board encourages each Director to attend each Annual Meeting of Stockholders. All of our Board members who were members at the time attended our 2019 Annual Meeting of Stockholders.

Members of the Committees of the Board of Directors as of March 1, 2020

	Audit Committee	Compensation Committee	Nominating and Governance Committee	Executive Committee
Charles Shaver				CHAIR
Peter Bernard			CHAIR
Diane K. Duren
William J. Kacal	CHAIR
Bonnie Lind
Bryan Shinn
J. Michael Stice		CHAIR

Board Committees

The Board has established the Committees set forth below. The charter for each committee is available on our website at www.ussilica.com under “Investors – Governance.”

Executive Committee: The duties of the Executive Committee are set forth in its charter. This Committee may exercise all of the powers of the Board to act upon matters which, in the opinion of the Chairman of the Board, should not be postponed until the next previously scheduled meeting of the Board, except that it may not amend the bylaws or approve or adopt, or recommend to stockholders, any action expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval. The Committee met four times in 2019. Mr. Shaver is the Chairman, and Mr. Shinn and Dr. Stice are members.

Audit Committee: The duties of the Audit Committee are set forth in its charter. This Committee is responsible for, among other things: assisting the Board with overseeing our financial reporting, accounting, and internal control

policies and procedures; qualifying and appointing our independent registered public accounting firm; overseeing our internal audit function; and overseeing our cybersecurity risk assessment.

The Audit Committee met seven times in 2019. Mr. Kacal is the Chairman, and Mr. Bernard, Mss. Duren and Lind are members. Each of the Audit Committee members is independent as prescribed by NYSE listing standards, SEC requirements and other applicable laws, rules and regulations. Each of the members of the Audit Committee is an “audit committee financial expert” as that term is defined in the applicable rules of the SEC and possesses the financial acumen required by NYSE listing standards.

Compensation Committee: The duties of the Compensation Committee are set forth in its charter. This Committee is responsible for, among other things: reviewing executive officer compensation goals, policies, plans and programs; reviewing and providing recommendations to the Board regarding the compensation of our Directors, CEO

and other executive officers; and overseeing incentive compensation plans and executive officer benefit programs and policies. Pursuant to its charter, the Compensation Committee may delegate any of its responsibilities to one or more subcommittees or individuals as it may deem appropriate to the extent allowed by applicable law and the rules of the NYSE. For 2019, the Committee delegated to Mr. Shinn the authority to award up to $2 million in stock awards annually for employees other than executive officers and business unit presidents.

The Compensation Committee met five times in 2019. Dr. Stice is the Chairman, Ms. Duren and Mr. Shaver are members. Each of the Compensation Committee members is independent as prescribed by NYSE listing standards, SEC requirements and other applicable laws, rules and regulations. Information on the roles of executive officers and compensation consultants in determining or recommending the amount or form of executive and Director compensation is provided under “Compensation Discussion and Analysis” and “Director Compensation” below.

Nominating & Governance Committee: The duties of the Nominating & Governance Committee are set forth in its charter. This Committee is responsible for, among other things: identifying individuals qualified to become members of the Board, consistent with criteria developed and recommended by the Committee and approved by the Board; overseeing the organization of the Board and its Committees to discharge the Board’s duties and responsibilities properly and efficiently; and identifying corporate governance best practices and recommending these or other corporate governance principles.

The Nominating & Governance Committee met four times in 2019. Mr. Bernard is the Chairman, and Messrs. Kacal and Shaver and Ms. Lind are members. Each of the Nominating & Governance Committee members is independent as prescribed by NYSE listing standards, SEC requirements and other applicable laws, rules and regulations.

Communications with the Board

Stockholders and interested parties may write, call or email our Board of Directors by contacting our Corporate Secretary as follows:

The Corporate Secretary reviews all mail directed to the Board and distributes all relevant communications to Mr. Shaver, the Board’s designated communications

Director, who in turn, will distribute them to the full Board or to individual directors, as appropriate. Any communication that is filtered out is available to any Director upon request.

PROPOSAL NO. 2:

ADVISORY VOTE ON EXECUTIVE COMPENSATION

At our 2019 Annual Meeting of Stockholders,approximately 95% of the votes cast on our say-on-pay proposal covering our 2018 executive compensation program were in favor of the proposal. We believe this represents a strong indication of our stockholders’ support for our compensation program as a whole.

As in 2018, the Compensation Committee designed our 2019 executive compensation program to directly link compensation to performance, in order to align the interests of the Company’s executive officers with those of its stockholders. A significant portion of the 2019 compensation of our CEO and other NEOs has been allocated among cash and equity incentive compensation contingent upon the achievement of financial performance or other specific goals.

We believe that the 2019 compensation of our NEOs was appropriate and aligned with our 2019 strategic objectives and performance. We encourage you to read the Compensation Discussion and Analysis section of this Proxy Statement beginning on page 19, which describes in more detail our compensation principles and the policies and procedures that have been designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables, notes and narrative, beginning on page 34 of this Proxy Statement, which provide detailed information on the compensation of our NEOs.

We are requesting stockholders to approve the following non-binding, advisory resolution in support of our 2019 executive compensation program at the Annual Meeting:

RESOLVED, that the stockholders of U.S. Silica provide their advisory approval of the compensation of U.S. Silica’s NEOs as disclosed in the Compensation Discussion and Analysis, the compensation tables and related notes and narrative contained in the Proxy Statement for U.S. Silica’s 2020 Annual Meeting of Stockholders.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of the NEOs as described in this Proxy Statement. We currently provide our stockholders the opportunity to vote on a say-on-pay proposal every year, and as a result, we expect the next such vote will occur at our 2021 Annual Meeting of Stockholders. This vote, required by Section 14A of the Securities and Exchange Act of 1934 (the “Exchange Act”), is advisory and therefore not binding on us or our Board. The Board, however, will review the outcome of this vote and will take it into account in making determinations concerning the compensation of our executive officers in the future.

PROPOSAL NO. 3:

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act, we are asking our stockholders to vote on whether future advisory votes on executive compensation of the nature reflected in Proposal No. 2 above should occur every year, every two years or every three years.

After careful consideration, our Board recommends that future advisory votes on executive compensation occur every year (annually). We believe that an annual advisory vote on executive compensation is the most appropriate option for us because it will allow our stockholders to provide frequent, direct input on our compensation policies and practices and the resulting compensation for our named executive officers. Stockholders will have the opportunity to consider our most recent compensation decisions and focus on increasing long-term stockholder value, and to provide feedback to us in a timely way. The Board also believes that an annual advisory stockholder vote promotes corporate transparency and accountability for the Compensation Committee.

In making this recommendation, the Board took into account that a majority of the votes cast at our 2014 Annual

Meeting of Stockholders voted in favor of holding an annual advisory vote on executive compensation. In addition, we are aware of the significant interest in executive compensation matters by investors and the general public, and value and encourage constructive dialogue with our stockholders on these matters. We understand that our stockholders may have different views as to what is the best approach for Board of Directors, and we look forward to hearing from our stockholders on this Proposal.

This advisory resolution is non-binding on our Board. Although we currently believe that holding an advisory vote on executive compensation every year would reflect the right balance of considerations in the normal course, we will continue to periodically reassess that view and may provide for an advisory vote on executive compensation on a less frequent basis if long-term stability in our executive compensation program or other circumstances suggest that such frequency would be more appropriate. It is expected that the next advisory vote on the frequency of future advisory votes on executive compensation wil occur at the 2026 Annual Meeting of Stockholders.

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis describes the foundation of U.S. Silica’s executive compensation philosophy, the principles and governance structure underlying our executive compensation program, the elements comprising total NEO compensation, and the Compensation Committee’s application of those elements for our NEO’s 2019 compensation. Our philosophy focuses on aligning executive pay with company performance – which means our NEO’s compensation should be consistent with achieving financial and operational performance goals, including relative total stockholder return (“TSR”), and diligently pursuing strategic initiatives. In order to maintain that strong link between pay and performance, a significant portion of our NEO compensation is “at-risk” pay.

Below is an overview of our performance, a summary of our executive compensation principles and governance, an explanation of benchmarking against our peers and the elements and application of our executive compensation program, including the material compensation decisions made for 2019 and reflected in the executive compensation tables provided elsewhere in this Proxy Statement.

Our NEOs for 2019 are as follows:

Our Performance

2019 was a difficult year for U.S. Silica, and for companies engaged in frac sand mining in general. Our common stock price suffered an approximately 40% decline year-over-year. This was very similar to the average year-over year share price decline of our publicly traded competitors, Covia Holdings Corporation, Smart Sand Inc., and Hi-Crush Inc. (our “Public Competitors”). Our results of operations, our stock price, and the stock price of our Public Competitors was strong in the first half of the year as companies in the oil and gas hydraulic fracturing industry increased completion activity and required additional proppant volumes from our Oil & Gas Proppants (“O&G”) segment. However, oil and gas completion activity slowed dramatically in the second half of the year, as exploration and production budgets became exhausted much earlier in the year than normal. This fact, coupled with an oversupply of in-basin sand from operations that came online in 2018, particularly in the Permian Basin, led to intense pricing pressure and margin degradation in our O&G segment. While our Industrial & Specialty Products (“ISP”) segment performed in line with our expectations in 2019, our overall results of operations suffered in the third and fourth quarters.

As a result of the decline in our share price, the performance share units with a performance period that ended on December 31, 2019 did not vest and our executive officers received no payout under these awards, underscoring the alignment between our shareholders’ experience and our executives’ take-home compensation.

Against this backdrop our senior management team took extraordinary steps to deliver strong operational results in 2019. Our cost-cutting measures included reducing our headcount by over 20% over the course of 2019, closing or idling 5 facilities and reducing shifts at other plants, and other actions that resulted in over $41 million of cost savings in the year. We continued our strategic plan to substantially grow our ISP segment by focusing on Specialty Minerals and Performance Materials product offerings. Finally, we focused on obtaining market share in our O&G segment as many of our competitors ceased operations. Our management in 2019 set a solid core foundation and well positioned us for 2020. Over the course of 2020 we expect to focus on generating cash flow and reducing leverage subject to market conditions, effectively deploying our oil and gas operations, and maintaining our safety and technology advantage.

Despite the exceedingly difficult environment, we outperformed our main competitors in 2019 in a number of important areas, and we were able to accomplish the following during the year.

next generation Sandboxes, conveyors, and trailers, and diatomaceous earth compositions. We also continued exploring additional markets, uses, and opportunities for our Sandbox technology.

Nevada facility which lowered our energy costs and saves over one million kilowatt hours of electricity annually, and we partnered with National Institute of Occupational Safety and Health (NIOSH) to identify unexpected dust sources and reduce exposure for our employees.

Our Executive Compensation Principles & Governance

The Board of Directors believes that the Company’s long-term success depends on the talents of our employees, and the Company’s executive compensation program plays a significant role in our ability to attract, retain and motivate the highest quality workforce. The Compensation Committee has designed our compensation program to directly link executive compensation to performance, in order to align the interests of the Company’s executive officers with those of its stockholders. At our 2019 Annual

Meeting of Stockholders, we received significant support from our stockholders for our 2018 executive compensation program, with approximately 95% of the votes cast in favor of an advisory vote to approve our executive compensation, which we refer to as a “say-on-pay” proposal. We believe this represents a strong indication of our stockholders’ support for our compensation program as a whole. In light of last year’s support, our 2019 executive compensation program is largely unchanged.

As reflected below, a significant portion of the 2019 compensation of our CEO and other NEOs has been allocated among cash and equity incentive compensation contingent upon the achievement of financial performance or other specific goals.

Consists of base salary paid in 2019 (as reported in the Salary column of the Summary Compensation Table), 2019 annual incentive awards paid in early 2020 (as reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table), long-term incentive awards granted in 2019 (as reported in the Stock Awards column of the Summary Compensation Table) and other compensation (as reported in the All Other Compensation column of the Summary Compensation Table).

In short, our compensation program for all executive officers is based on the following core principles:

Pay Competitively - We are committed to providing a total compensation package designed to retain our high-caliber performers and attract superior industry leaders to our Company. To achieve this goal, we compare our pay practices and overall pay levels with oil and gas, mining and logistics organizations as discussed below in Benchmarking Against Our Peers.

Pay Equitably - We believe that it is important to apply generally consistent guidelines for all executive officer compensation. In order to deliver equitable pay

levels, the Compensation Committee considers depth and scope of accountability, complexity of responsibility, qualifications and executive performance, both individually and collectively as a team. The table above demonstrates that we look at compensation for our NEOs consistently.

Pay for Performance - Individuals in leadership roles are compensated based on a combination of total company, segment or business unit and individual performance factors. The objectives and results for 2019 for our NEOs are discussed in more detail below in The Elements and Application of Our Executive Compensation Program.

The Compensation Committee believes it is important to complement these core compensation principles with good governance and executive compensation best practices to ensure our stockholder interests and business strategy are aligned and balanced and risks related to compensation levels and incentives are mitigated. The following is a summary of some of our executive compensation best practices and policies.

Benchmarking Against Our Peers

We believe that total compensation opportunities for our executive officers (including the NEOs) should be competitive with opportunities for executive officers in similar positions, with similar experience and with similar responsibilities in our marketplace. We generally seek to

align base pay for our executives with the median base pay for similar executives at a peer group of companies, and calibrate variable, or “at-risk,” compensation to provide compensation opportunities above this benchmark when Company and individual performance are strong, while

providing for consequences when performance targets are not met. The Compensation Committee engages its independent compensation consultant on executive compensation matters, including compiling and presenting comparative data and recommending compensation structures and levels. For that purpose, since 2013 the

Compensation Committee has retained Exequity LLP (“Exequity”) as its executive compensation consultant. The Compensation Committee determined Exequity’s engagement did not create any conflicts of interest in 2019 when applying the independence factors enumerated in applicable SEC and NYSE rules.

With the assistance of Exequity, the Compensation Committee established the following peer group for 2019 (the “2019 proxy peer group”) to benchmark the components of the total direct compensation of our NEOs. When the Compensation Committee established this peer group in July 2018, it sought to include companies it believed were competitors for talent, had a similar size, business mix and scope of operations as the Company.

Changes to Peer Group

The Compensation Committee removed 9 companies from the 2018 proxy peer group when creating the 2019 proxy peer group because: (i) Fairmount Santrol Holdings merged with Unimin Corporation in May 2018; (ii) Dril-Quip, Forum Energy Tech and Oil States International had revenues that were expected to be much lower than those of U.S. Silica; (iii) Knight-Swift Transportation Holdings Inc. and Old Dominion Freight Line had market capitalization that was no longer comparable to that of U.S. Silica, and because they were not impacted by the cyclical nature of the oil and gas industry; and (iv) Innospec, Ferro and PDC Energy were engaged in business lines that were not comparable to U.S. Silica.

For 2019, the Compensation Committee replaced the companies noted above with the following energy and oilfield services companies to create a peer group we believed would better reflect our evolving business mix, scope of operations and annual revenues: (i) C& J Energy

Services, (ii) Keane Group, Inc.; (iii) Mammoth Energy Services; (iv) Patterson-UTI Energy; (v) ProPetro Holding Corp.; (vi) Select Energy Services; and (vii) Superior Energy Services. Covia was added to the 2019 peer group to replace Fairmount Santrol.

As of October 2018, when Exequity completed its study of target total direct compensation levels for the 2019 proxy peer group, the median market capitalization and most recently-reported trailing four quarter revenues for these companies were approximately $1.50 billion and $1.59 billion, respectively. Our market capitalization and most recently-reported trailing four quarter revenues at the time the study was completed were $1.46 billion (43^rd percentile relative to the 2019 proxy peer group) and $1.50 billion (41^st percentile relative to the 2019 proxy peer group), respectively.

Analysis of Benchmark Data

Exequity provided market compensation data using the 2019 proxy peer group established by the Compensation Committee. Exequity then analyzed the benchmark data and provided advice and insight to the Compensation Committee regarding competitive pay levels for the NEOs. At the end of 2018 and the beginning of 2019, the Compensation Committee reviewed the benchmark data for the CEO, and the Compensation Committee and the CEO reviewed the benchmark data from those peer groups for the other NEOs,

at the 25^th, 50^th and 75^th percentiles as a reference for determining the 2019 base salary, 2019 performance-based cash incentive (the “ABIP”) target awards and 2019 long-term incentive (the “LTI”) target awards for our NEOs. Based on this analysis, in February 2019, our Board of Directors increased the base salary, ABIP target percentage, and LTI value for Mr. Shinn to bring his compensation in line with the median for chief executive officers at companies in the 2019 proxy peer group. The Board approved a 10% salary increase, a 33% ABIP

target increase, and a 16% increase in LTI value. After giving effect to these increases, Mr. Shinn’s compensation was at the 47^th percentile for chief executive officers in our 2019 proxy peer group and the average of our other NEO’s compensation was at the 52^nd percentile for comparable positions in our proxy peer group.

The Compensation Committee intended to provide target total compensation opportunities for our executives that were generally comparable to median target total

compensation opportunities among comparable executives in the 2019 proxy peer group and to calibrate variable compensation so that actual total compensation realized would be (i) higher than peer median pay opportunities in the event that performance was strong with respect to the Company and individual, and (ii) lower than peer median pay opportunities in the event that performance was weak with respect to the Company and individual.

CEO Realized Pay

In the course of the Compensation Committee’s review of our executive compensation program, the Compensation Committee noted that for the past several years, the realized pay of our CEO was much lower than his total compensation as reported in in the Summary Compensation Table of our proxy statements (his “reported pay”). This is because the largest element of our CEO’s pay consists of LTI awards, which are reported in the Summary Compensation Table based on their grant date fair value, and thus do not reflect the value that could be earned or is actually received from these grants. Realized pay, on the other hand (also known as take-home pay), is what Mr. Shinn actually received for a given fiscal year. We believe that it is useful to compare his realized pay for each year with his reported pay for the same period as illustrated in the chart below.

We calculate “realized pay” for a given year by adding together:

For the years 2015-2019, our CEO’s realized pay was 19.1%, 49.4%, 77.0%, 68.8% and 40.9% of his reported pay, respectively. Mr. Shinn did not exercise any stock options during the five-year period, so options are not addressed in the chart above. Mr. Shinn’s realized compensation has been far below his reported pay in each of 2018 and 2019 due to the Company’s negative TSR, which has resulted in below target, or in the case of 2019, zero payout of his performance share units (“PSUs”) which utilized TSR as a performance metric.

The following chart compares the realized pay of our CEO for the years 2015-2019 to both our TSR and Adjusted EBITDA over the same period. This graph demonstrates that our CEO's realized pay generally correlates to our TSR over that period, and that the trend in our stock price has generally been disconnected from strong results of operations.

The Elements & Application of Our Executive Compensation Program

The Compensation Committee sets each of the elements of our executive compensation program and the total compensation targets for each of our NEOs in order to achieve an appropriate balance for the benefit of our strategy, our stockholders and our retention objectives. As a result, the Compensation Committee generally reviews and evaluates each executive’s total compensation as a whole, and may determine to increase or decrease the level of compensation provided by one component based on the level of compensation provided by another component. In establishing compensation levels and assessing each NEO’s performance, the Compensation Committee may take into account, in its discretion, the objectives identified by each NEO at the beginning of the year, the CEO’s assessment of each NEO (other than himself) against those objectives after the end of the year, and the CEO’s pay recommendations for each such NEO in light of such assessment. This measured approach is designed so that each NEO’s total compensation reflects prevailing market practices and Company and individual circumstances.

Base Salary

The base salaries for our NEOs are established in large part based on the salaries for persons holding similar positions within the 2019 proxy peer group and the Compensation Committee’s review of other factors, including: (i) each individual’s performance, results, qualifications and tenure; (ii) the job’s responsibilities, pay mix (incentives and other executive benefits and similar companies’ compensation practices; and (iii) our ability to replace the individual with another qualified candidate. Base salaries are reviewed and benchmarked against the relevant proxy peer group annually, as well as at the time of a promotion or other change in level of responsibilities, or when competitive circumstances or business needs may require. The Compensation Committee generally views the purpose of base salary as recognizing the experience, skills, knowledge and responsibilities of our named executive officers and retaining our high-performing executives. Mr. Ussery joined the Company in early 2019 as the

chief operating officer of our SandBox business line, and received a significant salary increase with his promotion to become an executive officer of the Company and President of our Oil and Gas Proppants business line, but his salary remained below the median of similarly positioned

executives in our 2019 proxy peer group. In addition, Mr. Shinn received a salary increase to bring his compensation in line with the median for chief executive officers at companies in the 2019 proxy peer group.

The following table details base salary increases for 2019, as established by the Compensation Committee:

Performance-Based Cash Incentives.

Employees, including NEOs, are eligible for performance-based cash incentives under the ABIP to facilitate alignment of compensation with achievement of short-term performance goals. ABIP awards are based on achieving pre-established goals in each of the following performance components: (i) Company performance; (ii) relevant segment or business line performance (referred to as “business unit performance” for purposes of the ABIP); and (iii) personal performance. Each of the performance components is independent of the others and is eligible for

payout even if other performance component goals are not achieved; however, in no event would any payout exceed 200% of an employee’s overall 2019 ABIP target. The Compensation Committee believes that having the “at-risk” element in the ABIP and as part of the NEO’s equity-based incentives gives employees a financial stake in achieving our business objectives and motivates them to use their best efforts to realize our business goals. The tables below summarize the ABIP goals and components.

The following table shows each NEO’s performance-based cash incentive minimum, threshold, target and maximum payouts under the ABIP as of December 31, 2019, which were established by the Compensation Committee:

The following table shows, for each NEO, the weighted value of each of the three ABIP components:

ABIP Component Calculation – Company Performance

The Company Performance Component is based on Adjusted EBITDA for the year ended December 31, 2019. We define “Adjusted EBITDA” as our consolidated earnings before interest, taxes, depreciation and amortization, as audited, as adjusted by the Compensation Committee to take into consideration the following: (i) restructurings, discontinued operations, extraordinary items or events (including acquisitions and divestitures and related expenses), and other unusual or non-recurring charges, (ii) an event either not directly related to our operations or not within the reasonable control of our management, (iii) losses incurred as a result of any goodwill impairment, (iv) a change in tax law or accounting standards required by

GAAP, and (v) other adjustments permitted under our credit agreement. Our Compensation Committee selected Adjusted EBITDA because it is a key metric used by management, the Board and our investors to assess our operating performance, and because it is an objective metric that can be consistently measured and applied. Adjusted EBITDA is a non-GAAP measure. We provide a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure in How We Evaluate Our Business in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our 2019 Annual Report on Form 10-K. The Company Performance Component funded the 2019 ABIP as follows:

ABIP Component Calculation – Business Unit Performance

The Business Unit Performance Component is based on the relevant business unit’s contribution margin for the year ended December 31, 2019. “Business unit contribution margin,” a non-GAAP measure, is a key metric that management uses to evaluate our operating performance and to determine resource allocation between segments. Business unit contribution margin is the given business unit’s contribution to the company’s financials less certain corporate costs not directly related to the operations of the segment such as operations management, corporate purchasing, accounting, treasury, information technology, legal and human resources. Our Compensation Committee selected business unit contribution margin because it is a key metric used by management, the Board and our investors to assess our operating performance, and because it is an objective metric that can be consistently measured and applied. Business unit contribution margin is a non-GAAP measure. All of our officers used our ISP segment for the Business Unit Performance Component except for Derek Ussery, who used the O&G segment. Prior to his appointment as President of our Oil and Gas Proppants business line in November 2019, Mr. Ussery was the chief operating officer of our SandBox business line. In connection with Mr. Ussery’s promotion, the Compensation Committee adjusted Mr. Ussery’s 2019 goal such that 60% of his ABIP award would be tied to the business unit contribution margin of the entire O&G segment rather than only the SandBox business line. We provide a reconciliation of this measure to the most directly comparable GAAP financial measure in How We Evaluate Our Business in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our 2019 annual report on Form 10-K (in which this metric is referred to as “segment contribution margin” rather than “business unit contribution margin”). The Business Unit Performance Component was incorporated into the 2019 ABIP as follows:

ABIP Component Calculation – Personal Performance

The Personal Performance Component for each NEO is based on the following operational and performance objectives, in each case customized and established by the Compensation Committee for the applicable NEO based on his or her job responsibilities and other relevant factors:

As with the Company Performance Component and the Business Unit Performance Component, each NEO’s Personal Performance Component contribution to his ABIP payout is capped at 200% of the Personal Performance Component target.

ABIP Calculation – Combining the ABIP Components and Determining 2019 ABIP Payouts.

When determining each NEO’s 2019 ABIP payout, the Compensation Committee evaluated each of the following financial achievements in the context of pre-determined minimum target and maximum goals: (i) the Company’s Adjusted EBITDA of $286.3 million; (ii) the contribution margin for the O&G segment, comprised of the SandBox and Oil & Gas Proppants business lines, of $248.6 million; (iii) the contribution margin for the ISP segment, comprised of the Specialty Minerals and Performance Materials business lines, of $178.2 million. In establishing the goals for each of these financial measures, the Compensation Committee set minimum thresholds, targets and maximum payouts with an expectation to pay out at target. In making these determinations, the Compensation Committee considered the Company’s performance with respect to these metrics in recent periods; recent and known upcoming trends in the Company’s business that could affect its performance, including any planned business acquisitions or other extraordinary transactions; and industry and market trends that could impact these metrics. As part of this review of extraordinary transactions, the Compensation Committee determined that it was appropriate to reduce the Company’s Adjusted EBITDA by $12.9 million for the purpose of calculating ABIP payouts, as the Compensation Committee determined that the NEOs should only receive partial credit for shortfall penalties assessed to multiple customers according to contract terms which were realized in 2019.

For the purposes of the individual performance component, the Compensation Committee considered:

Based on the foregoing factors, the Compensation Committee determined that the following payouts should be made to the NEOs under the 2019 ABIP:

Equity-Based Incentives.

The Compensation Committee views the primary purpose of equity-based awards as aligning the long-term interests of our executives and our stockholders by incentivizing achievement of long-term performance goals. In addition, equity-based compensation is intended to retain our executives through extended vesting schedules and performance periods. For the most recent PSU cycles, beginning with the 2016-2018 cycle, the performance measure for awards of PSUs has been relative TSR over three years. In January 2019, the Compensation Committee decided to diversify the metrics for the PSU vesting to include a new metric called Adjusted Cash Flow, a non-gaap measure, due to our strategic focus on generating cash.

For 2019, each of our NEOs received equity awards consisting of the following performance-based component and service-based component:

With respect to the TSR PSUs, the number of PSUs earned by the NEOs will be based on our TSR, calculated as described below, over the period from January 1, 2019 through December 31, 2021, expressed as a percentage ranking as compared to the TSR for the same performance period of each of the companies in the TSR Peer Group listed below (our “TSR Ranking”), in accordance with the following schedule:

No PSUs will be earned if the threshold goal is not met. To the extent that the actual TSR Ranking for the performance period is between goals, the number of PSUs to vest will be determined on a pro rata basis using straight line interpolation.

For purposes of the TSR PSUs, the term “TSR” shall mean total stockholder return for a company, expressed as a percentage, determined by dividing (i) an amount equal to the sum of (x) the difference between the Beginning Stock Price and the Ending Stock Price and (y) the sum of all dividends paid on one share of such company’s stock during the performance period, provided that dividends shall be treated as reinvested

on the ex-dividend date at the closing price on that date, by (ii) the Beginning Stock Price, as calculated in good faith by the Compensation Committee. “Beginning Stock Price” for a company shall mean the average closing price on the applicable stock exchange of one share of the company’s stock for the 60 days immediately prior to the first day of the performance period. “Ending Stock Price” for a company shall mean the average closing price on the applicable stock exchange of one share of the company’s stock for the 60 days immediately prior to the last day of the performance period.

The Compensation Committee selected the companies in the TSR Peer Group in conjunction with Exequity by analyzing companies in the Russell 3000 who had similar historical performance results to U.S. Silica over the five years preceding October 2018. The Compensation Committee believes that this array of companies reflects an appropriate benchmark for Company TSR performance, while the Proxy Peer Group reflects competitors for executive talent among companies in similar industries and of similar size and scope of operations. The TSR peer group includes the following companies:

For purposes of the Cash Flow PSUs, “Adjusted Cash Flow” is calculated by subtracting capital expenditures, working capital, and other cash related items from Adjusted EBITDA. The absolute target for the Cash Flow PSUs will be selected each year based on our forecast for cash generation in February of that year through December 31. Performance relative to that target amount will be evaluated at the end of each respective year, and after December 31, 2021 the Cash Flow PSUs earned relative to target will be based on the average of the three annual performance results relative to their respective targets.

The Compensation Committee believes our long-term incentive program aligns the interests of our NEOs with our stockholders, provides our NEOs with incentives linked to long-term performance and creates an ownership culture. Additionally, the vesting feature of our long-term incentive program contributes to executive retention because this feature provides an incentive to our NEOs to remain in our employ during the vesting period.

In determining the mix of equity awards and the individual target award opportunities under the long-term incentive program, the Board and the Compensation Committee

exercised its judgment and discretion, in consultation with our CEO and the Compensation Committee’s compensation consultant, and considered, among other things, the roles and responsibilities of each NEO, competitive factors including a review of market data as discussed in Benchmarking Against Our Peers, the amount of stock-based equity compensation already held by the NEO, and the cash-based compensation received by the NEO.

The RSU awards granted to NEOs vest ratably over three years subject to each NEOs continued service for the

Company at each vesting date, while the PSU awards granted to NEOs will vest, if at all, only upon achievement of the performance criteria described above. We have included the RSU awards and PSU awards approved by the Board and the Compensation Committee in 2019 for each named executive officer in the Grants of Plan-Based Awards Table.

No Payout Under the 2017-2019 Performance Share Units

Performance share units with a performance period that began on January 1, 2017 and ended on December 31, 2019 were granted to our executive officers in 2017. These grants are included in the Outstanding Equity Awards at Fiscal Year-End table below. Based on our TSR Ranking during this 2017-2019 performance period, the Compensation Committee determined that our TSR Ranking was positioned at the bottom of the peer group comprising of the companies in the S&P SmallCap 600 Energy Sector Index that were part of such index at both the beginning and the end of the performance

period. As a result, the Compensation Committee determined that our NEOs would receive no payout under these PSUs. In reaching this determination, the Compensation Committee noted that several companies were dropped from the S&P SmallCap 600 Energy Sector Index and therefore excluded from the calculation due to declines in market capitalization, insolvency, or because they otherwise ceased to exist prior to the end of the performance period. The exclusion of these companies negatively impacted the Company’s TSR Ranking for the period.

Additional Executive Benefits, Perquisites and Policies

In addition to our three primary compensation components, we provide our NEOs limited additional benefits as described below. Some of these benefits, such as executive life insurance coverage and long-term disability insurance are provided for competitive reasons which the Board believes are reasonable and in the best interests of our Company and our stockholders. Consistent with our compensation philosophy, we intend to continue to maintain our current types and levels of benefits for our executive officers, including retirement plans, health and welfare benefits and life insurance and long-term disability insurance as described below. The Compensation Committee, in its discretion, may revise, amend or add to an officer’s executive benefits if it deems it advisable. We believe these benefits are generally equivalent to benefits provided by comparable companies. In return for these additional benefits, our officers are also subject to the policies discussed in this section.

Retirement Plan Benefits.

We sponsor a 401(k) plan covering substantially all eligible employees. Employee contributions to the 401(k) plan are voluntary. We contribute an amount equal to dollar for dollar of a covered employee’s eligible contribution up to 6% of a participant’s salary. There may be an additional discretionary match for eligible employees in the event the Company achieves the EBITDA performance threshold set by the Board for the given year. The discretionary match may pay a participant an additional twenty-five cents on the dollar up to the first 4% an employee contributed to the 401(k) plan. The contributions based on our achievement of the performance metric are paid during the spring of the following fiscal year. In the case of both the matching program and the discretionary matching program, an employee is immediately fully vested in our contributions. Contributions by participants are limited to their annual tax deferred contribution limit as allowed by the Internal Revenue Service.

None of our NEOs participate in or have account balances in our defined pension plan or in any other qualified or nonqualified defined benefit plans sponsored by us. Either our Board or our Compensation Committee may elect to adopt qualified or nonqualified benefit plans in the future if it determines that doing so is in our best interest.

Perquisites.

Perquisites for our NEOs are discussed in the footnotes to the Summary Compensation Table and were comprised of our employer contributions under the Company’s 401(k) plan and cash dividends paid on vested equity awards that were paid for periods in which such awards were unvested. We believe that the executive perquisites we provide are de minimis in amount and consistent in form to those offered to executives of our 2019 proxy peer group listed in Benchmarking Against Our Peers. We do not provide tax gross-up on perquisites that are provided to our executive officers, other than tax gross-ups on relocation benefits,

which we provide to all employees who receive relocation benefits and which we believe is a prevalent market practice.

Employment Agreement and CIC Plan

In March 2012, we entered into an employment agreement with Mr. Shinn, our CEO, which has been amended once since originally executed. The agreement specifies Mr. Shinn’s salary, benefits, and other employment terms, including severance benefits payable in the event of termination or change in control, which are described elsewhere in this Proxy statement. None of our other NEOs has an employment agreement with us.

Additionally, in February 2016, the Compensation Committee approved the CIC Plan, which provides certain severance benefits payable to our NEOs in the event of termination or change in control. The terms of the CIC Plan are discussed under Executive and Director Compensation Tables and Other Information—Potential Payments Upon Employment Termination or Change in Control below.

The Compensation Committee determined to provide the severance benefits set forth in the CEO’s employment agreement and the CIC Plan because it believes these benefits are an important tool for retaining the services of our NEOs in light of the competitive compensation landscape. Moreover, as discussed above, the severance benefits earned under the CEO’s employment agreement and the CIC Plan in the event of a change in control are based on a “double-trigger” standard, so that severance benefits will be paid only if both a change in control and a qualifying termination occur. The Compensation Committee determined this standard reflects current market practices, while still providing appropriate benefits to executives in the event of a termination in connection with a change in control.

Tax and Accounting Policies

The Tax Cuts and Jobs Act enacted in December of 2017 (“TCJA”) amended certain aspects of Section 162(m) of the Internal Revenue Code (“IRC”), including to repeal the exclusion under that section of certain performance-based compensation from the $1 million limit on tax deductibility for compensation paid to our NEOs in 2018 and future years. Accordingly, with respect to compensation granted or awarded after November 2017, the availability of the exclusion under Section 162(m) is no longer a consideration with respect to determining which elements of compensation are to be paid, and how they are weighted. For incentive awards that were outstanding prior to the effective date of the TCJA, to the extent they qualify as “grandfathered” awards under Section 162(m), we currently intend to administer them in accordance with Section 162(m)

to preserve their tax deductibility to the extent possible or desirable. Many other IRC provisions (including Section 409A), SEC regulations and accounting rules affect the payment of executive compensation and are generally taken into consideration as programs are developed.

Clawback Policy

The Board has adopted a clawback policy providing that the Compensation Committee may recoup any performance-based compensation (cash or equity) from any executive officer whom the Compensation Committee determines has engaged in fraud, willful misconduct or gross negligence that directly caused or contributed to a material restatement of the Company’s financial results. The policy allows the Compensation Committee to recoup annual and long-term performance-based incentive compensation paid within 12 months of a restatement if, in the Compensation Committee’s sole and reasonable discretion, the incentive compensation would not have been paid, or would have been paid at a lower amount, had it been based on the restated financial results. To date, no executive officer has been subject to any clawbacks under the policy.

Executive Stock Ownership Requirements

Our Stock Ownership Guidelines require executives to hold equity valued at a multiple of base salary, with a minimum of 1.5 x base salary for some executive management team members, 2 x base salary for the CFO and COO, and 4 x base salary for the CEO. The Compensation Committee reviews compliance with the guidelines annually. Employees have five years from the date they become subject to these guidelines to comply and may satisfy the requirements with shares owned directly, shares owned indirectly (e.g. by a spouse, in a trust, etc.) and/or time-vested restricted stock and RSUs. Unexercised stock options and unearned PSUs are not counted toward meeting the guidelines. In November 2019, due to the significant volatility in the value of our stock during the second half of 2019, the Compensation Committee amended our Stock Ownership Guidelines by exempting participants who were (1) subject to and in compliance with the Stock Ownership Guidelines in February 2019 and (2) had not made any sales of our stock from February 2019 to the evaluation of compliance in February 2020.

Taking into account the November 2019 amendment to the Stock Ownership Guidelines, as of February 2020, the Nominating and Governance Committee determined that all of our NEOs were in compliance with these Stock Ownership Guidelines.

REPORT OF COMPENSATION COMMITTEE

The Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and Analysis beginning on page 19 with management. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Proxy Statement for the 2020 Annual Meeting of Stockholders.

J. Michael Stice, Chairman
Diane Duren
Charles W. Shaver

This Compensation Committee Report shall not be deemed to be “soliciting material,” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act, other than as provided by applicable SEC rules, or to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically request that the information be treated as soliciting material or specifically incorporate it by reference into a document filed under the Securities Act or the Exchange Act. This Compensation Committee Report will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference.

COMPENSATION RISK ASSESSMENT

We have conducted a comprehensive analysis of the risk profile of our employee and executive compensation policies and programs and determined that the risks arising from our compensation policies and programs are not reasonably likely to have a material adverse effect on the Company. This comprehensive risk assessment was conducted by the Compensation Committee’s compensation consultant, with assistance from management, under the direction of the Compensation Committee. This risk assessment was finalized and presented to the Compensation Committee in March 2020.

EXECUTIVE AND DIRECTOR COMPENSATION TABLES AND OTHER INFORMATION

2019 Summary Compensation Table

The following table presents information concerning the total compensation for the last three years for our NEOs, consisting of (1) individuals who served as our principal executive officer or principal financial officer during 2019 and (2) our three most highly compensated executive officers, other than our principal executive officer and principal financial officer, who were serving as executive officers as of December 31, 2019.

The RSUs vest ratably over a three-year period beginning one year from the grant date. The amounts disclosed for the PSUs reflect the fair value as of the grant date based on an accounting valuation analysis. The PSUs are paid out only if we meet performance objectives established by the Compensation Committee at the beginning of the performance period. Actual payouts will range from 0% to 200% of the amounts shown in the table above. For more information on the performance objectives for these PSUs, see Compensation Discussion and Analysis—The Elements and Application of Our Executive Compensation Program—Equity-Based Incentives.

CEO Employment Agreement

As described in Compensation Discussion and Analysis, in March 2012, we entered into an employment agreement with our CEO. The agreement provides that Mr. Shinn is to serve as our CEO, with the normal duties, responsibilities, functions and authority of such positions, and that Mr. Shinn’s employment as such shall continue until the earlier of his resignation, death or disability or termination by us. Pursuant to the agreement, Mr. Shinn is entitled to an annual base salary of at least $400,000, which has been adjusted by the Board to $825,000 over the past six years. The agreement also provides that Mr. Shinn is eligible to earn a short-term, performance-based cash incentive payment for each year under the ABIP in which our other executive officers participate. For 2019, his target annual incentive has been established by the Board at 121% of his annual base salary. Pursuant to the agreement, Mr. Shinn also receives benefits in accordance with the health and welfare plans we provide to other members of our senior management, up to 25 days of paid time off annually and reimbursement for all reasonable business expenses that he incurs in the course of performing his duties and responsibilities and that are consistent with our policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to our requirements with respect to reporting and documentation of such expenses. Further, the agreement provides that Mr. Shinn is entitled to receive certain severance compensation in the event of termination or change of control, which is described under Potential Payments Upon Employment Termination or Change in Control below.

Grants of Plan-Based Awards

As described in Compensation Discussion and Analysis, we granted cash -based and equity awards to the NEOs in 2019 under our ABIP and long-term incentive plans, respectively. The following table sets forth the range of future payouts pursuant to plan-based awards granted in 2019: