SEC Filing | U.S. Silica Holdings, Inc.

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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. )

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Filed by a Party other than the Registrant ☐

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☐	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

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)

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CHARLES W. SHAVER Chairman of the Board			U.S. Silica Holdings, Inc. 24275 Katy Freeway Suite 600 Katy, TX 77494

BRYAN A. SHINN
Chief Executive Officer

March 29, 2022

Dear Fellow Stockholder:

We invite you to attend our Annual Meeting of Stockholders to be held on Thursday, May 12, 2022 at 9:00 a.m., Central Time, at The St. Regis Hotel, 1919 Briar Oaks Ln., Houston, TX 77027. Our Proxy Statement for the Annual Meeting and our 2021 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 a Notice of Internet Availability of Proxy Materials, which indicates how to access our proxy materials on the Internet to our stockholders. 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

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U.S. Silica Holdings, Inc.

24275 Katy Freeway, Suite 600, Katy, TX 77494

Notice of Annual Meeting of Stockholders

Date and Time

Thursday, May 12, 2022 at 9:00 a.m. Central Time

Place

The St. Regis Hotel

1919 Briar Oaks Ln.

Houston, Texas

Record Date

March 15, 2022

	YOUR VOTE IS IMPORTANT
	Even if you plan to attend the Annual Meeting in person, we encourage you to vote in advance by:
				visiting www.proxyvote.com
				mailing your signed proxy card or voting instruction form
				calling toll-free from the United States, U.S. territories and Canada to 1-800-690-6903

Items to be Voted

■	Election of six director nominees named in this Proxy Statement;

■	Advisory vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement;

■	Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2022;

■	Approval of our Fourth Amended and Restated 2011 Incentive Compensation Plan; and

■	Transaction of any other business that properly comes before the meeting, or any postponement or adjournment thereof.

The Board of Directors recommends a vote “FOR” each of the six director nominees; “FOR” approval of the compensation of our named executive officers; “FOR” ratification of the appointment of our independent registered public accounting firm; and “FOR” approval of our Fourth Amended and Restated 2011 Incentive Compensation Plan.

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 15, 2022 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.


			Stacy Russell
			Senior Vice President, General Counsel & Corporate Secretary

March 29, 2022

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 12, 2022:

The Proxy Statement and 2021 Annual Report are available at www.proxyvote.com and https://ussilica.gcs-web.com/annual-reports.

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	Proxy Summary			1
	Proposal No.1: Election of Directors			4
	Director Nominees			5
	Corporate Governance			9
	Codes of Conduct			9
	Policy Against Lobbying			9
	Policy Against Hedging or Pledging			10
	Transactions with Related Persons			10
	Determination of Independence			10
	Board Leadership Structure			10
	Board’s Role in Risk Oversight			11
	Succession Planning & Leadership Development			11
	Board & Director Evaluation Process			12
	Director Education			12
	Board Qualifications, Recruitment & Nominations			12
	Board Composition & Meetings			13
	Members of the Committees of the Board			13
	Board Committees			13
	Communications with the Board			14
	Proposal No. 2: Advisory Vote on Executive Compensation			15
	Compensation Discussion and Analysis			16
	Our 2021 Say-on-Pay Vote; Stockholder Outreach; Enhancements and Changes			17
	Overview of Compensation Decisions for 2021			19
	Our Performance			21
	Our Executive Compensation Principles & Governance			22
	Benchmarking Against Our Peers			24
	Changes to Peer Group			24
	Analysis of Benchmark Data			25
	The Elements & Application of Our Executive Compensation Program			25
	Payout Under the 2019-2021 Performance Share Units			35
	Additional Executive Benefits, Perquisites and Policies			35

	Report of Compensation Committee			37
	Compensation Risk Assessment			37
	Executive and Director Compensation Tables and Other Information			38
	2021 Summary Compensation Table			38
	CEO Employment Agreement			39
	Grants of Plan-Based Awards			40
	Outstanding Equity Awards at Fiscal Year-End			41
	Option Exercises and Stock Vested			43
	Retirement Plans			44
	Deferred Compensation			44
	Potential Payments Upon Employment Termination or Change in Control			44
	CEO Pay Ratio			48
	Director Compensation in 2021			48
	Stock Ownership			50
	Principal Stockholders			50
	Directors and Executive Officers			51
	Delinquent Section 16(a) Reports			51
	Proposal No. 3: Ratification of Grant Thornton LLP as Independent Registered Public Accounting Firm for 2022			52
	Audit Committee Report			54
	Proposal No. 4: Approval of our Fourth Amended and Restated Incentive Compensation Plan			55
	Summary of Key Terms			56
	New Plan Benefits			64
	Securities Authorized for Issuance Under Equity Compensation Plans			65
	Questions & Answers on Voting Procedures			66
	Submission of Stockholder Proposals For Next Year			70
	Householding			70
	Appendix A– Fourth Amended and Restated U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan			A-1
	Appendix B– Reconciliation of Net (Loss) Income to Adjusted EBITDA			B-1

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PROXY SUMMARY

Annual Meeting of Stockholders

	Date and Time:			Thursday, May 12, 2022 9:00AM, Central Time
	Place:			The St. Regis Hotel 1919 Briar Oaks Ln. Houston, Texas
	Record Date:			March 15, 2022

Only stockholders of record at the close of business on March 15, 2022 (the “Record Date”), will be entitled to vote at the Annual Meeting. As of the Record Date, we had 75,434,553 shares outstanding. We initiated delivery of these Proxy Materials to stockholders on March 29, 2022.

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. In addition, through our subsidiary EP Minerals, LLC ("EPM") we are an industry leader in the production of products derived from diatomaceous earth, perlite, engineered clays, and non-activated clays.

During our 122-year history, we have developed core competencies in mining, processing, logistics and materials science that enable us to produce and cost-effectively deliver over 600 diversified product types to customers across our end markets. As of December 31, 2021, we operated 24 production facilities across the United States. We control 503 million tons of reserves of commercial silica, which can be processed to make 206 million tons of finished products that meet American Petroleum Institute ("API") frac sand specifications, and 83 million tons of reserves of diatomaceous earth, perlite, and clays.

Our operations are organized into two reportable segments based on end markets served and the manner in which we analyze our operating and financial performance: (1) Oil & Gas Proppants and (2) Industrial & Specialty Products. We believe our segments are complementary because our ability to sell to a wide range of customers across end markets in these segments allows us to maximize recovery rates in our mining operations and optimize our asset utilization.

With over 1,800 employees world-wide, we operate on a platform of ethics, safety and sustainability. As we change and grow, our core values remain constant:

■	We ensure the safety of our people and the environment.

■	We act with honesty and integrity.

■	We treat each other with respect and dignity.

■	We operate in our communities as good neighbors.

Many of these efforts are described in our 2021 Sustainability Report which was published in March 2022. Please visit our website at: www.ussilica.com (see, Sustainability - Sustainability Report).

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PROXY SUMMARY

Corporate Governance Highlights

Director Independence	Stock Ownership Guidelines	Regular Independent Directors Executive Sessions
Limits on Board Service	Board Diversity	Director Communication
Succession Planning	Crisis & Risk Management Planning	Board Evaluation

Executive Compensation Highlights

We seek to apply a consistent philosophy to compensation for all executive officers and to pay equitably, competitively, and on performance.

	What We Do
	✔			Clawback Policy
	✔			Stock Ownership Guidelines
	✔			Independent Compensation Consultant
	✔			Double Trigger Change in Control
	✔			Compensation Risk Assessment
	✔			Minimum Award Vesting Period

	What We DON'T Do
	✕			No Excessive Perquisites
	✕			No Guaranteed Bonus
	✕			No Pension Plan
	✕			No Special Tax Gross-ups
	✕			No Option Repricing, Reloads or Buyouts
	✕			No Hedging or Pledging

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PROXY SUMMARY

Voting Matters

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

Proposal		Board Recommendation
#1	Election of Directors	FOR each nominee
#2	Advisory Vote to Approve Executive Compensation (Say-on-Pay)	FOR
#3	Ratification of Grant Thornton LLP as Independent Registered Public Accounting Firm for Fiscal Year 2022	FOR
#4	Approval of our Fourth Amended and Restated 2011 Incentive Compensation Plan	FOR

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 12, 2022 (the “Annual Meeting”).

Proposal No. 1: Election of Directors

Six current members of our Board of Directors (referred to as the “Board of Directors” or the “Board”) (i) have each been nominated by the Board for election as a director at the Annual Meeting to serve until the 2023 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) have each 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 5. See Proposal No. 1 starting on page 4. The Board recommends a vote “FOR” each director nominee.

Proposal No. 2: Advisory Vote to Approve Executive Compensation

This proposal is to approve on an advisory basis 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 15. The Board recommends a vote “FOR” this proposal.

Proposal No. 3: Ratification of Appointment of Grant Thornton LLP as our Independent Registered Public Accounting Firm for 2022

This proposal is to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2022. See Proposal No. 3 on page 52. The Board recommends a vote “FOR” this proposal.

Proposal No. 4: Approval of our Fourth Amended and Restated 2011 Incentive Compensation Plan

This proposal is to approve the adoption of our Fourth Amended and Restated 2011 Incentive Compensation Plan (the “Plan”). Our Board approved the Plan subject to stockholder approval. See Proposal No. 4 on page 55. 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, if any of the persons nominated to serve as a director is unable or unwilling to serve and the Board designates a substitute nominee, or if any matters are properly presented for action at the meeting, 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 or her discretion.

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PROPOSAL NO. 1:

ELECTION OF DIRECTORS

The Board has nominated each of its current members for election to serve on the Board until the 2023 Annual Meeting of Stockholders and until the successor of each is elected and qualified, or if earlier, upon his or her death, resignation or removal.

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.

In July 2019, our Board decided to fix the number of directors constituting the Board at seven, as permitted under our Articles of Incorporation. However, the Board is currently comprised of only six directors and those six directors have been nominated for election at the Annual Meeting.

Required Stockholder Vote

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.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THE NOMINEES. IF NOT OTHERWISE SPECIFIED, PROPERLY SIGNED AND SUBMITTED PROXIES WILL BE VOTED FOR EACH OF THE NOMINEES. IF YOU FAIL TO PROPERLY SUBMIT YOUR PROXY CARD, YOUR SHARES WILL NOT BE VOTED ON THIS PROPOSAL.

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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, industrial and specialty composition manufacturing processes, 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 a 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: 60 Director Since: 2012 U.S. Silica Committees: Chair of Nominating & Governance Audit Executive			Mr. Bernard has served as Executive Chairman of Datagration Solutions, Inc. an oilfield services and software company, since May 2020, and as Chairman and CEO since August 2021. He has served as managing member and owner of Pinion Energy Consulting, LLC, which provides advisory services to the energy sector, since July 2009. He previously served as a member of the board of directors of Conquest Completion Services LLC, an oilfield services company, from September 2017 to September 2019, as Executive Chairman of Rubicon Oilfield International, an oilfield products and equipment company, from November 2015 to February 2020 and as a consultant to Warburg Pincus, a private equity investing firm, from June 2014 to February 2020. Additionally, he served as a member of the board of directors of RS Energy Group, a reservoir engineering and consulting business, from February 2016 to May 2020, as Executive Chairman of C&C Reservoirs, which provides data to the upstream petroleum industry, from 2014 to 2016, and as Chairman of Tendeka, a global completions solutions company serving the oil and gas industry, from 2011 to 2016. Mr. Bernard served as the Chairman of Zeitecs, a specialized artificial lift technology company, from 2010 to 2014. Mr. Bernard served in various roles of increasing responsibility at Halliburton Company until his retirement in 2008, including as a member of the Executive Committee and as Senior Vice President of Business Development and Marketing. Additionally, Mr. Bernard served as President and CEO of Landmark Graphics, a supplier of software and services to the oil and gas industry, from 2004 to 2006 and as Vice President and Global Account Executive for Royal Dutch Shell from 2003 to 2004. 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.

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PROPOSAL NO.1: ELECTION OF DIRECTORS

	Diane K. Duren
	Age: 62 Director Since: 2017 U.S. Silica Committees: Chair of Compensation Audit			In February 2017, Ms. Duren retired from Union Pacific Corporation, the operator of one of North American’s premier railroad franchises, having served as Executive Vice President, Chief Administrative Officer and Corporate Secretary for four years, after serving as Vice President and General Manager–Chemicals in Marketing & Sales. After joining Union Pacific in 1985, she held a variety of positions in the Finance and Marketing & Sales departments, including Vice President and General Manager–Agricultural Products. In 2012, Ms. Duren was one of the honorees of the Women’s Center for Advancement Tribute to Women and in 2011 she was awarded the Creighton University College of Business Alumni Merit Award. Prior to her employment at Union Pacific, she was a certified public accountant with Deloitte, Haskins & Sells in Omaha. Ms. Duren has served as a director of Werner Enterprises (NASDAQ: WERN), a transportation and logistics company, since May 2017, and is currently the chair of the Compensation and a member of the Audit Committees of that company. In September of 2021, Ms. Duren joined the board of Savage Companies, a privately held transportation, logistics, materials handling, and industrial services company headquartered in Salt Lake City. She serves on the Audit and Compensation Committees of that company. She has been active on multiple community and industry boards including the American Red Cross, of which she served as chair of the Heartland Chapter in 2010 and 2011. In 2014, Ms. Duren was appointed by Omaha Mayor Jean Stothert and reappointed for another five-year term beginning May 2019 by the Omaha City Council to the Metropolitan Entertainment & Convention Authority Board of Directors and is the current Chairwoman of the Board. She also serves on the Board of Children’s Hospital and Medical Center where she was Chair of the Board from 2019 through 2021. Ms. Duren joined the Peter Kiewit Foundation as a community advisor in December 2018 and became a trustee of the foundation in September 2019. Ms. Duren holds a bachelor’s degree in Business Administration from Creighton University, and she was appointed to the Board of Trustees of that university in May of 2019. Other Current Public Company Boards: ■ Werner Enterprises (since 2017) Relevant Skills and Expertise: Ms. Duren’s vast experience in the transportation industry, multiple leadership roles, and accounting and financial experience strengthen the Board’s collective qualifications, skills and experience.

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PROPOSAL NO.1: ELECTION OF DIRECTORS

	William J. Kacal
	Age: 73 Director Since: 2012 U.S. Silica Committees: Chair of Audit Nominating & Governance Compensation			Mr. Kacal served as a director of Alon USA Energy, Inc. (NYSE: ALJ), an independent refiner and marketer of petroleum products until June 2017, at which time it was acquired and Integrity Bancshares, Inc., located in Houston, Texas, and its wholly-owned subsidiary, Integrity Bank SSB (“Integrity Bank”), until May 31, 2018, at which time it was acquired. He currently serves as a director for the National Association of Corporate Directors (“NACD”) — Texas Tri-Cities Chapter and Goodwill Industries of Houston (“Goodwill Houston”). Mr. Kacal previously served on the Audit Committee of Integrity Bank, the Audit Committee and Special Committee of Alon USA Energy, Inc. and served as the Chairman of the Audit Committee of Boy Scouts of America — Sam Houston Area Council, Goodwill Industries International and Goodwill Houston. Mr. Kacal has over 40 years of accounting and management experience with Deloitte & Touche LLP (“Deloitte”), most recently serving as a partner from 1981 until his retirement in May 2011, and prior to that serving as a member of the audit staff from 1970 to 1981. Mr. Kacal also served as a member of the board of directors of Deloitte from 2004 to May 2011 and as a member of the executive committee from 2004 to 2008. During his time with Deloitte, Mr. Kacal worked extensively with companies in the oil and natural gas industry. Mr. Kacal earned a B.B.A. in Accounting from Texas A&M University, is a licensed Certified Public Accountant in Texas and is a NACD Board Leadership Fellow. Former Public Directorships held during the past 5 years: ■ Alon USA Energy, Inc. (2016 to 2017) Relevant Skills and Expertise: Mr. Kacal possesses particular knowledge and experience in accounting, finance and capital structure; strategic planning and leadership of complex organizations; and board practices of other entities that strengthen the Board’s collective qualifications, skills and experience.

	Sandra R. Rogers
	Age: 57 Director Since: 2021 U.S. Silica Committees: Audit Nominating & Governance			Ms. Rogers was appointed to the Board in October 2021. Ms. Rogers has served as Vice President, Supply Chain of Hillrom Holdings, Inc., an American medical technology provider since 2016. She currently serves as Chair of the Policy Owner's Examining Committee at Northwestern Mutual. Ms. Rogers is also a member of the iMentor Chicago Area Board and the New Community Outreach Board of Chicago, IL. Sandra is a member of the Hillrom corporate Diversity, Inclusion & Belonging Council and executive sponsor for the African American employee resource group. She is a recipient of the Hillrom Driver Goal, Compliance Champion, and Diversity Inclusion & Belonging Awards. In 2019, Ms. Rogers was recognized by Savoy Magazine as one of the Most Influential Women in Corporate America. Prior to her role at Hillrom, Ms. Rogers held Vice President positions at NetJets, Inc. and Honeywell, Inc. Relevant Skills and Expertise: Ms. Rogers's brings valuable operations and supply chain experience in addition to a diverse perspective, which strengthens the Board’s collective qualifications, skills and experience.

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PROPOSAL NO.1: ELECTION OF DIRECTORS

	Charles W. Shaver
	Age: 63 Director Since: 2011 U.S. Silica Committees: Chair of Executive Compensation Nominating & Governance			Mr. Shaver is currently Chairman and CEO of Nouryon, a global specialty chemicals company located in Amsterdam. Mr. Shaver previously served as Chief Executive Officer of Axalta Coating Systems Ltd. (NYSE: AXTA), a global coatings company, from February 2013 until September 2018, and as Chairman from February 2013 until June 2019. Mr. Shaver serves as a member of the board of directors for Atotech, Inc. (NYSE: ATC), a public specialty chemicals company, and previously served as a member of the board of directors of Taminco Inc., a specialty chemicals company, until it was acquired and ceased to be a publicly traded company in 2014. Mr. Shaver currently serves as Chairman of the Board of Nobian, a privately-held commodity chemicals company located in the Netherlands. Prior to joining Axalta Coating Systems, Mr. Shaver was an Operating Partner of Golden Gate Capital from April 2011 until December 2012. Prior to joining Golden Gate Capital, Mr. Shaver served as the Chief Executive Officer and President of the TPC Group Inc. from 2004 to April 2011, as a Vice President and General Manager for Gentek, Inc. from 2001 to 2004 and as a Vice President and General Manager for Arch Chemicals, Inc. from 2001 to 2004. Mr. Shaver began his career with The Dow Chemical Company, where he held a series of operational and business positions from 1980 to 1996. Mr. Shaver earned a B.S. in chemical engineering from Texas A&M University. Other Current Public Company Boards: ■ Atotech, Inc. (since 2018) Former Public Directorships held during the past 5 years: ■ Axalta Coating Systems Ltd. (2013 to 2019) Relevant Skills and Expertise: Mr. Shaver possesses particular knowledge and experience in the chemical and coatings industry, including market knowledge and experience in all aspects of corporate functions and company operations that strengthen the Board’s collective qualifications, skills and experience.

	Bryan A. Shinn
	Age: 60 Director Since: 2012 U.S. Silica Committees: Executive			Mr. Shinn has served as our Chief Executive Officer since January 2012. He also served as our President from March 2011 to January 2020. Prior to assuming this position, Mr. Shinn was our Senior Vice President of Sales and Marketing from October 2009 to February 2011. Before joining us, Mr. Shinn was employed by the E. I. du Pont de Nemours and Company from 1983 to September 2009, where he held a variety of key leadership roles in operations, sales, marketing and business management, including Global Business Director and Global Sales Director. Mr. Shinn earned a B.S. in Mechanical Engineering from the University of Delaware. Relevant Skills and Expertise: Mr. Shinn possesses particular knowledge and experience in operations, sales, marketing, management and corporate strategy that strengthen the Board’s collective qualifications, skills and experience.

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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 and 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) or visit https://ussilica.gcs-web.com/corporate-governance/highlights 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 281-505-6011.

Codes of Conduct

U.S. Silica has adopted a worldwide Code of Business Conduct and 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, antitrust 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 Company 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 & Governance Committee of the Board annually.

In 2021, U.S. Silica paid member dues of over $5,000 to the following trade associations:

■	International Diatomite Producer’s Association

■	Association of Independent Oil Distributers

■	Nevada Mining Association

■	4-County Electric Power Association

■	Islamic Food & Nutrition Council of America

■	Pershing County 4-H Leader’s Council

■	International CIO Leadership Association

■	Oklahoma Aggregates Association

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CORPORATE GOVERNANCE

Policy Against Hedging or Pledging

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.

The Insider Trading Policy also prohibits all employees, including our NEOs, from pledging our securities as collateral without seeking pre-clearance from the General Counsel.

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, 2021, 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 Ms. Duren and Ms. Rogers (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 2019 with entities associated with our directors or members of their immediate family. 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.

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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:

■	Audit Committee. The Audit Committee oversees management of risks related to our financial reporting and disclosure processes, any related party or conflict-of-interest transactions, and cybersecurity matters.

■	Financial Risks. The Audit Committee regularly discusses with management our policies governing our risk assessment and risk-management programs, including major financial and regulatory exposures and management’s efforts to monitor and control these exposures.

■

Related Party Transactions Risks. The Audit Committee is also responsible for reviewing with management and our independent auditors all related party transactions or dealings between parties related to the Company. The Board has also adopted a Related Party Transactions policy to assist in the management of these risks, as described under “Transactions with Related Persons” above.

■

Cybersecurity Risks. Cybersecurity risk has been identified as a key consideration related to our operational risk management efforts. Accordingly, the Audit Committee regularly reviews risk assessments from management with respect to cybersecurity, including the adequacy and effectiveness of the Company’s internal controls regarding cybersecurity, emerging

cybersecurity developments and threats, and the Company’s strategy to mitigate cybersecurity risks. Given the nature of our operations and business, including our reliance on relationships with various third-party providers, cybersecurity risk may manifest itself through various business activities and channels, and thus is considered an enterprise-wide risk that is subject to control and monitoring at various levels of management throughout the Company. As a result, we have implemented an information security management program, which is subject to oversight by and reporting to the Audit Committee. In addition, the Company periodically engages outside cybersecurity experts to assess 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.

■	Compensation Committee. The Compensation Committee oversees management of risks related to our compensation policies and practices and determines whether those risks are reasonably likely to have a material adverse effect on us.

■	Nominating & Governance Committee. The Nominating & Governance Committee oversees management of risks related to Board processes and composition, including director independence, as well as corporate governance matters.

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

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successors to other key positions. Our Human Resources team also assists in succession planning and development

for senior leadership positions and throughout the organization.

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. In 2021, the Company provided for each of our directors to be members of the National Association of Corporate Directors (“NACD”) in order for our directors to have access to training materials, online courses, and certification processes that NACD provides.

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 public company boards (including the Board); no director shall serve as Chair of more than two public company boards (including the Board); no director should serve on more than two 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 public company boards (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

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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 six members. The affirmative vote of a majority of the number of authorized directors is required to change the size of our 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 five times in 2021. Directors are expected to attend all or substantially all Board meetings and the meetings for those Committees on which they serve. In 2021, each of the directors nominated for re-election

attended 100% of the meetings of the Board and of each Committee during the period for which he or she served, except for Ms. Rogers. Ms. Rogers, who was appointed to the Board in October 2021, attended at least 75% of the meetings of the Board and of each Committee during the period for which she served. She was unable to attend one Audit Committee meeting due to a pre-existing conflict of which she made the Board aware prior to her appointment.

The Board encourages each Director to attend each Annual Meeting of Stockholders. All of our Board members attended our 2021 Annual Meeting of Stockholders in person or via teleconference.

Members of the Committees of the Board of Directors as of March 1, 2022

Charles Shaver

CHAIR

Peter Bernard

CHAIR

Diane K. Duren

CHAIR

William J. Kacal

CHAIR

Sandra Rogers

Bryan Shinn

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 (see, 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 three times in 2021. Mr. Shaver is the Chairman, and Mr. Shinn and Mr. Bernard 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 financial reporting, related party transaction, and cybersecurity risk assessments.

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The Audit Committee met eight times in 2021. Mr. Kacal is the Chairman, and Mr. Bernard, Ms. Duren and Ms. Rogers 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. Mr. Kacal, Mr. Bernard and Ms. Duren is each an “audit committee financial expert” as that term is defined in the applicable rules of the SEC and each member of the Audit Committee 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 2021, 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 seven times in 2021. Ms. Duren is the Chairperson, and Mr. Shaver and Mr. Kacal

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 2021. Mr. Bernard is the Chairman, and Mr. Kacal, Mr. Shaver and Ms. Rogers 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.

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PROPOSAL NO. 2:

ADVISORY VOTE ON EXECUTIVE

COMPENSATION

We are asking our stockholders to approve the compensation of our NEOs as disclosed in this Proxy Statement.

We believe that the 2021 compensation of our NEOs was appropriate and aligned with our 2021 strategic objectives and performance. We encourage you to read the Compensation Discussion and Analysis section of this Proxy Statement beginning on page 16, 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 38 of this Proxy Statement, which provide detailed information on the compensation of our NEOs.

In accordance with Section 14A of the Securities and Exchange Act of 1934 (the “Exchange Act”), and as a matter of good corporate governance, we are requesting stockholders to approve the following non-binding,

advisory resolution in support of our 2021 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 2022 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 2023 Annual Meeting of Stockholders. This vote 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.

Required Stockholder Vote

The proposal will be approved if it receives the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the subject matter. 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.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR APPROVAL OF THIS PROPOSAL. IF NOT OTHERWISE SPECIFIED, PROPERLY SIGNED AND SUBMITTED PROXIES WILL BE VOTED FOR APPROVAL OF THIS PROPOSAL. IF YOU FAIL TO PROPERLY SUBMIT YOUR PROXY CARD, YOUR SHARES WILL NOT BE VOTED ON THIS PROPOSAL.

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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 NEOs’ 2021 compensation. Our philosophy focuses on aligning executive pay with company performance – which means our NEOs’ 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 2021 and reflected in the executive compensation tables provided elsewhere in this Proxy Statement.

Our NEOs for 2021 are as follows:

	2021 Named Executive Officers
	Name
	Bryan Shinn			Chief Executive Officer
	Donald Merril			Executive Vice President and Chief Financial Officer
	Michael Winkler			Executive Vice President and Chief Operating Officer
	Stacy Russell			Senior Vice President, General Counsel and Corporate Secretary
	Zach Carusona			Senior Vice President and President, Specialty Minerals

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COMPENSATION DISCUSSION AND ANALYSIS

Our 2021 Say-on-Pay Vote; Stockholder Outreach; Enhancements and Changes

Prior to our 2020 Annual Meeting of Stockholders, we received very high levels of stockholder support for our executive compensation program, which we refer to as a “say-on-pay” proposal. For example, we received stockholder support of approximately 95%, 97% and 85% in our Annual Meetings of Stockholders in 2019, 2018 and 2017, respectively. In 2020, only 30% of the votes cast voted in favor of our say-on-pay proposal. In the Fall of 2020 and in the Spring of 2021, prior to our Annual Meeting of Stockholders, we engaged in significant stockholder outreach. At that meeting, the resulting say-on-pay proposal vote was 55% in favor.

As we had not materially modified our executive compensation program in 2019, we determined that we should better understand our stockholders’ concerns and opinions. In the Fall of 2020, senior members of our management team engaged in stockholder outreach discussions at the direction of our Compensation Committee and our Board prior to the filing of the 2021 Proxy Statement and the 2021 annual stockholders meeting. The then Chair of our Compensation Committee, Dr. Stice, also participated on a number of these calls. We also then re-engaged with several stockholders in the Spring of 2021 following the release of our proxy and received supporting votes from all but one of those who engaged in those calls.

In addition, in late 2021, we continued our shareholder outreach program. We contacted our 20 largest

stockholders, representing more than 62% of our outstanding common stock, to obtain their views on our executive compensation program. We met with 3 stockholders, representing approximately 17.5% of our outstanding common stock. Going forward, we plan to continue our yearly shareholder outreach program to maintain a strong connection to our stockholders and their perspectives.

The feedback from the stockholders that we spoke to was positive, with most saying that they approved of the structure of our compensation program and asked us not to make major changes to the structure of the program. The topic of ESG was also top of mind and gave us the opportunity to gain stockholder feedback on our focus here as well as our path forward. We received positive feedback on our planned approach for continued enrichment of disclosures and reporting in this space through our 2021 Sustainability Report.

Based on our stockholders’ feedback over these two years, our Compensation Committee approved changes to our executive compensation program, changes to corporate governance policies, and authorized additional disclosures in our 2021 Proxy Statement. Some of these changes were implemented in 2020, the rest were implemented in 2021 and the full impact of these decisions are reflected in 2021 pay as set forth in this 2022 Proxy Statement. These changes are summarized below.

Compensation Program Changes

	WHAT WE HEARD						WHAT WE DID
	Increase Rigor of TSR Targets. Several stockholders requested that we implement more rigorous targets in the TSR related components of our compensation program. The methods they suggested to do this were numerous and varied widely.			➞			Sustainable Increase to Rigor of TSR PSUs. Previously, our performance stock units (“PSUs”) that used relative total stockholder return (“TSR,” and such award the “TSR PSUs”) vested at target if our annual TSR was equal to the 50^th percentile of the peer group for those awards over a three year performance period. In order to create a systemic, rather than one-year, increase to the rigor of a target compensation measure, TSR PSUs in 2021 and beyond will require the company to be in the 55^th percentile of the peer group over the performance period in order for the TSR PSUs to pay out at target.

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WHAT WE HEARD		WHAT WE DID
Create Safeguards to Limit Compensation in Years of Stockholder Loss. Some stockholders wanted to see a greater connection between the pay of our NEOs and stockholders in years of negative TSR, even if macroeconomic forces outside of management control affected TSR.	➞	Cap on TSR PSU payout if Company TSR is negative. For TSR PSUs granted in 2021 and beyond, we have implemented a cap on achievement at 150% of target, rather than the maximum payout opportunity of 200% of target, if our absolute TSR is negative for the performance period, regardless of the extent to which we outperform our peers. In May 2021, the Compensation Committee took note of the rapid recovery of the oil and gas industry. In order to incentivize our management to convert the recovery to stockholder value we capped ABIP payouts at 100% of target unless our 2021 share value appreciation exceeded +50% or payouts were capped at 150% unless our 2021 share value appreciation exceeded +100%.
Additional Considerations for Peer Group Constitution. Our stockholders provided alternative peer groups that they use to evaluate our performance and asked that we consider additional factors when we create our peer group.	➞	A Broader Lens for Determining our Benchmarking Peer Group. We referenced additional peer groups as part of a broader view when we benchmarked our pay going forward in setting compensation for 2021 and beyond. The Committee reviewed its traditional peer groups based on oil and gas and industrial companies with specific market capitalization and revenues, and also reviewed additional reference peers to provide broader context for the Committee’s executive pay-related decisions. These peers included companies in the 2020 Institutional Shareholder Services report, as well as a supplemental comparator group of over 200 companies across multiple industries with revenues of a reasonable range around U.S. Silica’s. We have provided disclosure regarding these additional groups and considerations in this Proxy Statement.
Maintain Structure of Executive Compensation Program. Most of the stockholders that we spoke to said that they approved of the structure of our executive compensation program. These shareholders wished to see specific, incremental changes, increased disclosure, or more insight around target setting. However, they requested that we not make major changes to the structure of our program.	➞	Incremental Changes to our Compensation Program. We implemented the discrete changes that you see in this section, while maintaining the overall structure of our program. Increased Target in Response to Industry Recovery. Recognizing the more rapid recovery of the oil and gas industry in 2021, the Compensation Committee increased the Adjusted EBITDA target for our ABIP program by approximately 31% in May 2021 to ensure rigorous and appropriate targets for incentives. Context for One-Time Compensation Decisions. Stockholders we engaged with in the Spring of 2021 after our proxy filing were approving of our structure and complimentary of the responsive changes this far. In our discussions, we also provided the business context for our one-time decisions and our stockholders understood our rationale, having no issue. In the event any unique separation arrangement occurs in the future, we agree to provide enhanced disclosure around such arrangement.

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COMPENSATION DISCUSSION AND ANALYSIS

Additional Disclosures

WHAT WE HEARD		WHAT WE DID
Considerations Regarding our Peer Group Composition. Our stockholders requested we provide additional disclosure regarding how we set our peer group, and the considerations of the Board during the process.	➞	Better Disclosure of Peer Group Formulation. We have enhanced our disclosure in the CD&A of our peer group selection process, including disclosure regarding additional peer groups the Compensation Committee reviewed in determining 2021 compensation opportunities. Please see page 24.
Adjusted EBITDA targets and Adjustments. Some stockholders requested enhanced disclosure related to the Adjusted EBITDA results as they pertain to incentive compensation, and the specific targets set for this measure in our ABIP program.	➞	Disclosure of Adjusted EBITDA Targets. In the portion of this CD&A that describes the 2021 ABIP, we have provided enhanced disclosure of not only the exact threshold, target, and maximum values set for 2021, but also the considerations of the Compensation Committee when selecting such targets. Please see pages 27-28.
	➞	Adjustments to EBITDA. We have included the rationale for the adjustments we make to EBITDA as part of the ABIP calculations in the proxy statement, in addition to the previously disclosed location in our 2021 Annual Report on Form 10K. Please see page 30.

Changes to Corporate Governance Policies

WHAT WE HEARD		WHAT WE DID
Stock Ownership Guideline Rigor. Some stockholders and advisors suggested that we increase the stock holding requirement for our CEO.	➞	Increased Requirements for CEO Stock Ownership Guidelines. We increased the stock ownership requirement for our CEO from 4x to 5x his base salary.
Clawback Policy Enhancement. Our stockholders suggested that we increase the look back period for our Clawback Policy after a restatement.	➞	Implemented a 36 Month Recoupment Period. We amended our Clawback Policy to allow the Compensation Committee to seek recoupment of incentive compensation for 36 months after a financial restatement, up from 12 months.

Overview of Compensation Decisions for 2021

We delivered strong financial and operational results in 2021 as both of our business segments benefitted from increased demand resulting from the global economic recovery. The West Texas Intermediate (WTI) price of crude oil increased 55% and ended the year at $75.21 per barrel. This resulted in strong well completions activity and improved pricing for our products and services in our Oil & Gas Proppants (“O&G”) Segment. Similarly, our Industrial and Specialty Products (“ISP”) Segment experienced higher demand and reported a 16% year over year increase in sales volumes due to the broad market recovery and

strong demand across all end markets. Despite the second half of 2021 being impacted by headwinds from global supply chain and logistics constraints, cost inflation, and higher natural gas prices, we proactively addressed these issues through the implementation of numerous price increases and surcharges and realized a 6% year over year increase in contribution margin. Notwithstanding the logistics and inflationary pricing challenges of 2021, we outperformed our main competitors and TSR over the course of 2021 (based on 30 trading day trailing averages for both year-end 2020 and year-end 2021) was +60.5%.

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COMPENSATION DISCUSSION AND ANALYSIS

While some recovery signs were visible as we entered 2021, market uncertainty continued amidst global supply chain challenges and a continued pandemic. The Compensation Committee continued to focus on strengthening the link between pay and performance; retaining and motivating our top executives; appropriately rewarding our executives for outperforming our competitors in this challenging environment; and increasing long-term stockholder value. In this context, and as more fully discussed elsewhere in this CD&A, the Compensation Committee approved the following actions in 2021:

■	We held 2021 annual cash incentive opportunities flat for all NEOs, excepting continued alignment for performance and tenure for one role.

■	We held 2021 LTI grant values flat for all NEOs, excepting continued alignment for performance and tenure for one role.

■

We again exercised negative discretion with regard to the annual incentive program for our NEOs to enhance stakeholder alignment for 2021. Though market and industry forecasts and dynamics were reviewed and updated multiple times, even as late as February 2021, the market recovery in Oil & Gas was more rapid than

anticipated. As a result, the Committee felt it appropriate to adjust targets upward in alignment with the updated outlooks prior to mid-year, assuring a rigorous and appropriate target for management incentives. The overall corporate Adjusted EBITDA target was increased by 31% and the O&G segment performance target was increased by 58%.

■

In addition, to ensure a strong linkage to stockholder value in a year of volatility and uncertain outlooks following the start of the pandemic and coinciding oil market crisis, the Committee implemented stock price targets as additional factors to achieve above target incentive compensation, ABIP payouts were capped at 100% of target unless 2021 share value appreciation exceeded +50%, and capped at 150% unless 2021 share value appreciation exceeded +100%.

■	We exercised negative discretion in the Company performance component of ABIP by reducing the Adjusted EBITDA used in 2021 ABIP calculations to exclude approximately $50 million related to the resolution of a customer dispute from the Adjusted EBITDA disclosed in our Form 10-K.

The graph below illustrates the original payout curve with the $130M Adjusted EBITDA target, and the revised, more rigorous payout curve at the $170M Adjusted EBITDA target and stock price governor/cap at 150%, given that our trailing average stock price as of year-end was in the range between $8.97 and $11.96 which reflected a TSR over the course of 2021 (based on 30 trading day trailing averages for both year-end 2020 and year-end 2021) of +60.5%.

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COMPENSATION DISCUSSION AND ANALYSIS

Our Performance

The management team at U.S. Silica successfully navigated a rebounding market in 2021. In addition, strong crude oil prices were supportive of increased well completions activity and the ISP segment proactively addressed supply chain, logistics and price inflation challenges, as discussed above.

Throughout the evolving growth environment, we were able to accomplish the following during the year:

■	We achieved our safest year in Company history with a Total Recordable Incident Rate (TRIR) of 0.67, a 13% improvement year-over-year, and a Lost Time Incident Rate (LTIR) of 0.1, a 9% improvement year-over-year.

■	We executed our strategic priorities in 2021: 1) prioritizing free cash flow, 2) repositioning the O&G Segment, and 3) growing the ISP Segment.

■	We introduced new products and gained greater customer adoption in our ISP segment that will provide sustainable, long-term growth by servicing critical industries such as food and beverage production, housing, automotive, glass manufacturing, biopharma, and energy.

■

We maintained our technology advantage by filing six new patents with the U.S. Patent and Trade office and 23 foreign patents in 2021. Six U.S. patents and 24 foreign patents filed in earlier years were granted in 2021. The Company has a pipeline of innovative new products to serve high growth, sustainable end uses including solar energy, wind power, green diesel, food safety and energy efficient buildings.

■

We continued to manage cash prudently during the year. In the second quarter, we settled a customer dispute and received $128 million of consideration, including $90 million in cash, which was used to pay down the $25 million revolver balance. We ended 2021 with $239.4 million in cash and cash equivalents and $77.8 million available under our credit facilities.

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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. Despite the lower than desired support we received for the say-on-pay proposal at our 2021 Annual Meeting of Stockholders,

during our stockholder engagement efforts in the Fall of 2020, Spring of 2021 and Fall of 2021, our stockholders overwhelmingly told us that they approved of the structure of our executive compensation program. Our 2021 executive compensation program structure was largely unchanged from our 2020 executive compensation program and due to the feedback we received from our stockholders, our 2022 program will also be largely the same as our 2020 program, except for the changes described above under “—Our 2021 Say-on-Pay Vote; Stockholder Outreach; Enhancements and Changes.”

As reflected below, a significant portion of the 2021 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 2021 (as reported in the Salary column of the Summary Compensation Table), 2021 ABIP annual incentive awards (as reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table), long-term incentive awards granted in 2021 (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 energy, industrial minerals and logistics industries and also reference pay practices for similarly-sized companies across a broader array of industries 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 previous charts demonstrate 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 2021 for our NEOs are discussed in more detail below in The Elements and Application of Our Executive Compensation Program.

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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.

WHAT WE DO		WHAT WE DON’T DO
✔	Clawback Policy. Our clawback policy allows us to recoup any performance−based cash or equity awards in certain situations.	✘	NO Excessive Perquisites. Perquisites for executives are limited and reviewed annually by the Compensation Committee.
✔	Stock Ownership Guidelines. Our CEO must own our stock valued at 5x his annual base salary; our COO and CFO must own at least 2x their annual base salary; and other executive officers must own at least 1.5x their annual base salary. This guideline was enhanced in 2020.	✘	NO Guaranteed Bonuses. We do not provide guaranteed annual bonuses to any of our executive officers.
✔	Independent Compensation Consultant. The Compensation Committee retains its own independent compensation consultant.	✘	NO Pension Plan. We do not provide any qualified or non-qualified defined benefit pension plans or other post-employment defined benefit plans to our executive officers.
✔	Double-Trigger Change in Control. We include a “double-trigger” change in control provision in our Change in Control Severance Plan (“CIC Plan”), so that participants will receive severance benefits only if both a change in control and a qualifying termination occur.	✘	NO Special Tax Gross-ups. We do not provide tax gross-ups on perquisites received by our executive officers, except for tax gross-ups on relocation benefits, which are provided to all employees.
✔	Compensation Risk Assessment. We annually conduct a comprehensive analysis of the risk profile of our employee and executive compensation policies and programs with assistance from our independent compensation consultant.	✘	NO Option Repricing, Reloads or Buyouts. We do not allow the repricing or cash buyout of stock options or stock appreciation rights, or reload provisions in stock option grants.
✔	Minimum Award Vesting Period. All of our equity awards are required to have at least a one-year vesting period.	✘	NO Hedging or Pledging. All employees, including the NEOs, are prohibited from engaging in hedging or other monetization transactions related to our securities, and are generally prohibited from pledging our securities.

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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 peer group. We generally seek to align pay for our executives with the median 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 2021 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 2021 (the “2021 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 2020, it sought to include companies it believed were competitors for talent, had a similar size, business mix and scope of operations as the Company.

2021 Proxy Peer Group
Compass Minerals International, Inc.	Core Laboratories N.V.	Covia Holdings Corporation
Eagle Materials, Inc.	Graco, Inc.	IDEX Corporation
Mammoth Energy Services, Inc.	Minerals Technologies Inc.	NexTier Oilfield Services, Inc.
Patterson-UTI Energy, Inc.	ProPetro Holding Corp.	Select Energy Services, Inc.
Summit Materials, Inc.	Superior Energy Services, Inc.	Tronox Holdings plc
U.S. Concrete, Inc.

Changes to Peer Group

The Compensation Committee made one change to the 2021 proxy peer group as compared to the peer group for 2020 compensation decisions. C&J Energy Services, Inc. and Keane Group, Inc. were proxy peers in 2020 and merged to create the combined company NexTier Oilfield Solutions, Inc, which was added to the 2021 proxy peer group. Prior to 2019, the Compensation Committee made significant changes to the peer group each year as the market capitalization and revenues of the Company changed significantly year-over-year. In 2019, the Compensation Committee determined that it would be in the best interest of the Company to determine a peer group that would be more consistent year-over-year, in order to mitigate the potential volatility in the findings of future executive pay studies. In 2020, the Compensation Committee decided to maintain this course of action by making minimal changes to the peer group.

During the discussion of this course of action, the Compensation Committee considered several other factors and companies that might be used to adjust the 2021 proxy peer group. These factors included: (1) the publicly disclosed peer groups of the Company’s peers; (2) the companies selected by Institutional Stockholder Services (“ISS”) as peers of the Company in 2020, and the parameters that ISS used to determine those companies; and (3) companies within the oil and gas services industry and other energy-related and industrial organizations that were subject to the same macro-economic influences as the Company. Ultimately, no potential peer company beyond the existing peers fits all of these criteria, and the Compensation Committee determined that it was more advantageous to maintain year-over-year consistency in the 2021 proxy peer group, rather than add a potential peer company that met only some of the criteria.

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In November 2020, Exequity presented its study of target total direct compensation levels for the 2020 proxy peer group to our Compensation Committee. As reported in that study, as of the end of September 2020, key peer group scoping statistics were as detailed in the table below:

	Trailing 4Q Revenues	Market Capitalization	Enterprise Value
2021 Proxy Peer Group Median	$1.5 billion	$606 million	$1.3 billion
U.S. Silica	$1.1 billion	$222 million	$1.5 billion
U.S. Silica Percentile Rank	18^th	17^th	54^th

ISS peer group methodology typically looks to include companies that have revenues between 40% and 250% and market capitalization between 25% and 400% of those of the subject company. Applying those ranges to the Company, six of the 16 proxy peer companies fell within both of those ranges, while one company fell below the revenue range (with none above), two companies fell below the market capitalization range, and seven companies fell above the market capitalization range. However, because the Committee also considers Enterprise Value as a key scoping factor in evaluating the appropriateness of potential peer companies, we also apply the market capitalization ranges to Enterprise Value, which indicates that 12 of the 16 proxy peer companies fell within both the revenue and Enterprise Value range, two companies fell below the Enterprise Value range, and just two companies fell above the Enterprise Value range.

To provide additional context for 2021 executive compensation-related discussions, and to assist in the review of the compensation of officers that are not NEOs,

the Compensation Committee reviewed a group of 32 companies in the energy, industrial materials, and logistics industries that participated in Equilar’s survey of compensation for key executive positions (“Equilar peers”), only some of which are part of the 2020 proxy peer group.

In addition, in response to feedback received from our shareholders during our engagement efforts, the Compensation Committee also considered as additional and supplemental reference points, compensation data collected from the Company’s ISS peers in 2020, and as well an array of 231 companies from multiple industries that were similar in size to the 2021 proxy peer group companies. Exequity’s analysis of these various peer groups indicated that the aggregate target total direct compensation (“TDC”) for the Company’s executives was below the median of the TDCs of both the 2021 proxy peer group companies and the Equilar peers, and very close to the TDC of the supplemental peer group medians.

Analysis of Benchmark Data

Exequity provided market compensation data using the 2021 proxy peer group. At the end of 2020 and the beginning of 2021, 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 2021 base salary, 2021 performance-based cash incentive (the “ABIP”) target awards and 2021 long-term incentive (the “LTI”) target awards for our NEOs.

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 2021 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.

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 pay philosophy, 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

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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.

Most of the stockholders we spoke to during our engagement efforts said that they approved of the structure of our compensation program and asked us not to make major changes to the structure of the program.

Base Salary

The base salaries for our NEOs are established in large part based on the salaries for persons holding similar positions within the 2021 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. In February 2021, Ms. Russell received an approximately 5% salary increase in order to position her compensation closer to the 50^th percentile for general counsels in our peer group, and because of her outstanding performance during her first year as general counsel during a particularly challenging year. In addition, the Committee considered issues of gender parity, as Ms. Russell is one of the few women who are executive officers of the Company. For 2021 we held salaries flat for our other NEOs as compared to 2020.

The following table details base salary decisions for 2021, as established by the Compensation Committee:

2021 Base Salary Increases
Officer	2020	2021	% Increase	Rationale
Bryan A. Shinn	$850,000	$850,000	0%
Donald A. Merril	$400,000	$400,000	0%
Michael L. Winkler	$400,000	$400,000	0%
Stacy Russell	$370,000	$390,000	5.4%	Market Adjustment & Performance Recognition
Zach Carusona	$370,000	$370,000	0%

Performance-Based Annual Cash Incentives (ABIP)

Employees, including NEOs, are eligible for annual 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 2021 ABIP target. The Compensation Committee believes that having the “at-risk” element in the ABIP and as part of the NEOs’ 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.

In February 2021, the Compensation Committee increased Ms. Russell’s ABIP opportunities by 20% in connection with the adjustment of her overall compensation. As a result, Ms. Russell’s ABIP opportunity represented 77% of her salary. We kept the ABIP opportunity of our other NEOS flat in 2021.

In May 2021, the Compensation Committee took note of the rapid recovery of the oil and gas industry and the performance of our O&G Segment which was outpacing expectations. In order to incentivize our executives to convert the improved business performance to stockholder value, the Committee:

■	Increased the Corporate Adjusted EBITDA performance level required for target payout by +31%

■	Increased the O&G Segment Contribution Margin performance level required for target

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payout (among executives whose ABIP is based on O&G Segment results, none of which are disclosed in this document) by +58%

■	Implemented caps on total ABIP payouts, subject to the Company’s absolute TSR performance (as measured using the 30 trading day trailing closing price average on each of December 31, 2020 and 2021), as follows:

■	Payouts capped at 100% of target payouts unless the Company’s TSR exceeded +50% in 2021

■	Payouts capped at 150% of target unless the Company’s TSR exceeded +100% in 2021, as measured using the 30 trading day trailing closing price average on each of December 31, 2020 and 2021

In order to incentivize our management to convert the oil and gas industry recovery to stockholder value, we increased the Corporate Adjusted EBITDA target by +31% and capped ABIP payouts at 100% unless our 2021 TSR exceeded +50% or capped ABIP payouts at 150% unless our 2021 TSR exceeded +100%.

The following table shows each NEO’s performance-based cash incentive minimum, threshold, target and maximum payouts under the ABIP as of December 31, 2021, which were established by the Compensation Committee:

Range of 2021 ABIP Payout Opportunity
Name	Minimum	Threshold	Target	Maximum
Bryan A. Shinn	$0	$500,000	$1,000,000	$2,000,000
Donald A. Merril	$0	$187,500	$375,000	$750,000
Michael L. Winkler	$0	$187,500	$375,000	$750,000
Stacy Russell	$0	$150,000	$300,000	$600,000
Zach Carusona	$0	$125,000	$250,000	$500,000

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

	% Weighting of 2021 ABIP Performance Components
	Company	Personal	ISP Segment
Bryan A. Shinn	60%	20%	20%
Michael L. Winkler	60%	20%	20%
Donald A. Merrill	60%	20%	20%
Stacy Russell	60%	20%	20%
Zach Carusona	20%	20%	60%⁽¹⁾

(1)	Mr. Carusona’s performance is tied to a subset of ISP performance for his specific business.

ABIP Component Calculation – Company Performance

The Company Performance Component is based on Adjusted EBITDA for the year ended December 31, 2021. We define “Adjusted EBITDA” as our consolidated earnings before interest, taxes, depreciation, depletion 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 2021 Annual Report on Form 10-K and in Appendix B to this Proxy Statement.

In February 2021, the Adjusted EBITDA target was determined by the Compensation Committee in direct relation to the Company’s expected financial results for 2021. In November 2020, Company management presented a proposed budget to the Board of Directors,

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commenting on the expected financial results, a low achievement scenario, and a high achievement scenario. This budget included possible capital expenditure projects for the Company, and market assumptions. The budget was updated in each of December 2020 and January 2021, and the expected financial results scenario included market assumptions including that WTI oil prices would fluctuate between $40 to $60 per barrel, that we would spend $36 million in capital expenses, that our ISP segment contribution margin would increase by approximately 7%, and that proppant demand would increase by 24% year over year, with the Company’s market share increasing approximately 11%. In February 2021, the Compensation Committee set a target for the 2021 ABIP using the expected financial results scenario, consistent with the budget. The target did not consider the resurgence of COVID-19 and the Delta and Omicron strains of the virus, instead focusing on news at the time that vaccine availability was increasing. It also included expectations related to regulatory developments under the new political administration. The Compensation Committee looked to incentivize management to take full advantage of the market recovery and set targets in excess of the forecasts published by third party industry groups at the time.

Due to the uncertainty in February 2021 as to the speed of the recovery of the oil and gas industry and the effects on our results of operations, the Committee decided to widen the Adjusted EBITDA performance range to account for this uncertainty by both decreasing the performance required for threshold payout from 80% to 70% of the Adjusted EBITDA target and increasing the performance required for maximum payout from 120% to 130% of the Adjusted EBITDA target. Subsequently, in May 2021, the Compensation Committee took note of the rapid recovery of the oil and gas industry and the performance of our O&G Segment was outpacing expectations. As a result, the Committee narrowed the Adjusted EBITDA performance range back to historical ranges of 80% of target performance at threshold and 120% of target performance at maximum. The Committee also increased the Adjusted EBITDA target by approximately 31% as detailed in the tables below.

Recognizing the rapid recovery of the oil and gas industry in 2021, the Compensation Committee increased the Adjusted EBITDA target for our ABIP program by +31% in May 2021 as shown in the graph on page 21.

The Company Performance Component set the 2021 ABIP targets as follows:

Less than 70% of Adjusted EBITDA Target

< $ 91.0 million

Less than 80% of Adjusted EBITDA Target

< $ 136.0 million

70% of Adjusted EBITDA Target

$91.0 million

80% of Adjusted EBITDA Target

$136.0 million

50% (Threshold)

100% of Adjusted EBITDA Target

$130.0 million

100% of Adjusted EBITDA Target

$170.0 million

100%

130% of Adjusted EBITDA Target

$169.0 million

120% of Adjusted EBITDA Target

$204.0 million

200% (Maximum)

(1)	There is a linear progression between the targets.

Results: $173.7 million of Adjusted EBITDA, resulting in 111% payout

for the Corporate component.

The Company’s TSR over the course of 2021 was +60.5%, and therefore exceeded the +50% threshold that would have capped payouts at 100% of target. However, the Company’s TSR did not reach the subsequent +100% threshold, so ABIP payouts were capped at 150% of target.

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, 2021. “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

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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. For all officers other than Zach Carusona, ISP segment performance represents a 20% weighting in their ABIP calculations. For Mr. Carusona, who is the President of Specialty Minerals, a subset of that Business Unit represents a 60% weighting in his ABIP calculation. We provide a reconciliation of this measure to the most directly comparable GAAP financial measure in Note U to the audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2021 (in which this metric is referred to as “segment contribution margin” rather than “business unit contribution margin”). The Specialty Materials Business Unit is a subset of the ISP Segment and is not publicly reported separately.

The Compensation Committee determined the targets for the Business Unit Performance Component in February 2021, using the same scenario and market assumptions as was used for the Company Performance Component. The Committee also recognized the stability of the ISP segment, and decided to narrow the threshold and maximum range for the ISP segment from 80% to 85% of the contribution margin target for minimum achievement and from 120% to 115% for maximum achievement.

As a result of greater stability in the ISP Segment, the Committee did not alter the Segment’s CM targets in May 2021, when it significantly increased the targets for the Corporate Adjusted EBITDA.

The ISP Segment Performance Component was incorporated into the 2021 ABIP as follows:

ISP Segment 2021 Targets	ISP Segment Contribution Margin Target	Percentage of ISP Segment Performance Component Target Paid⁽¹⁾
Less than 85% of Contribution Margin Target	< $135.7 million	0%
85% of Contribution Margin Target	$135.7 million	50% (Threshold)
100% of Contribution Margin Target	$159.6 million	100%
115% of Contribution Margin Target	$183.5 million	200% (Maximum)

(1)	There is a linear progression between the targets.

Results: $168.5 million of ISP Contribution Margin, resulting in 137% payout for

the ISP segment component.⁽¹⁾

(1)	We do not disclose the precise target and results for the Specialty Minerals Business Unit because that information is not publicly disclosed; however, Mr. Carusona achieved 112% of his target and thus a 183% payout for that component.

ABIP Component Calculation – Personal Performance

The Personal Performance Component for each NEO is based on 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 or her ABIP payout is capped at 200% of the Personal Performance Component target.

ABIP Calculation – Financial Result Calculation

When determining each NEO’s 2021 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 reported Adjusted EBITDA of $223.5 million; (ii) the contribution margin for the O&G Segment, comprised of the SandBox and Oil & Gas Proppants business lines, of $160.1 million; (iii) the contribution margin for the ISP

Segment, comprised of the Specialty Minerals and Performance Materials business lines, of $168.5 million. In establishing the goals for each of these financial measures, the Compensation Committee set minimum thresholds, targets and maximum performance levels with an expectation of reasonable difficulty to achieve target. In making these determinations, the Compensation Committee considered the Company’s performance with

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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.

In calculating Adjusted EBITDA, the Company made the following adjustments, as disclosed in our Annual Report on Form 10-K:

1)	$19.7 million of non-cash compensation expense (equity) was added;

2)	$1.9 million of net pension cost and net post-retirement costs were subtracted;

3)	$3.0 million of non-operational merger and acquisition related expenses including legal fees, consulting fees, bank fees, information technology integration costs and similar charges were added;

4)	$0.9 million of one-time plant capacity expansion expenses or plant start up projects were added;

5)	One-time impairment charges of $0.2 million were added;

6)	$0.1 million of costs incurred related to business optimization projects were added;

7)	$1.3 million of costs incurred related to idled sand facilities and closed corporate offices, including severance costs were added; and

8)	$6.4 million of other adjustments permitted under our credit facility were added.

However, for the purpose of calculating the ABIP compensation of our NEOs, the Compensation Committee decided to review extraordinary transactions and determined it was appropriate to reduce the Company’s Adjusted EBITDA by $49.8 million comprised of $50 million related to the customer settlement negotiated in 2021, net of $0.2 in related legal fees and expenses. As a result, the Compensation Committee calculated the company performance component of the ABIP as 111%, based on $173.7 million of Adjusted EBITDA. This adjustment was also reflected in the achievement of the business unit performance component of the ABIP and resulted in $111.2 million of contribution margin for the O&G Segment. The Compensation Committee exercised this negative discretion because this was a customer legal settlement and not a direct result of operations during the year.

Set forth in Appendix B to this Proxy Statement is a reconciliation of the Company’s 2021 net (loss) income, the most directly comparable GAAP financial measure, to Adjusted EBITDA as disclosed in our 2021 Annual Report on Form 10-K.

ABIP Calculation – Personal Performance Component Targets and Results

The 2021 Individual Performance Goals for Mr. Shinn included:

	GOAL	ACHIEVEMENT
■	Employee Safety Goals, including statistics such as Total Recordable Incident Rate (TRIR) and the Lost Time (or Lost Workday) Incident Rate (LTIR).	■	Achieved Company Record.
■	Increasing stockholder and debtholder engagement with the Company.	■	Achieved.
■	Positioning the Company for long-term growth through new product offerings and product diversification.	■	Achieved.
■	Financial and cash creation goals.	■	Achieved.
■	Focus on diversity, inclusion and belonging.	■	Achieved.
	In addition to the above objectives, Mr. Shinn was evaluated against strategic personal objectives such as talent retention and mentoring, succession planning, and crisis response.
Based on the achievement of his goals, the Compensation Committee determined that Mr. Shinn earned 125% of the individual performance component of his ABIP.

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The 2021 Individual Performance Goals for Mr. Merril included:

	GOAL	ACHIEVEMENT
■	Financial and cash creation goals.	■	Achieved.
■	Maintaining financial regulatory compliance with efficient staffing levels.	■	Achieved.
■	Leadership in our diversity, inclusion and belonging journey.	■	Achieved.
■	Focusing on, and building capabilities around, the enhancement of ESG strategy and visibility to stakeholders.	■	Achieved.
	In addition to the above objectives, Mr. Merril was evaluated against strategic personal objectives such as talent mentoring, succession planning, and improving business unit accounting team capability.
Based on the achievement of his goals, the Compensation Committee determined that Mr. Merril earned 110% of the individual performance component of his ABIP.

The 2021 Individual Performance Goals for Mr. Winkler included:

	GOAL	ACHIEVEMENT
■	Employee Safety Goals, including statistics such as Total Recordable Incident Rate (TRIR) and the Lost Time (or Lost Workday) Incident Rate (LTIR).	■	Achieved Company Record.
■	Continued successful management of Covid-19 response.	■	Achieved
■	Financial and cash preservation goals.	■	Achieved.
■	Effectively managing a more focused capital expenditure budget while maintaining appropriate maintenance.	■	Achieved.
■	Focus on diversity, inclusion and belonging.	■	Achieved.
	In addition to the above objectives, Mr. Winkler was evaluated against strategic personal objectives such as overseeing cost reduction programs, operational software improvements, cybersecurity, and environmental, social and governance reporting.
Based on the achievement of his goals, the Compensation Committee determined that Mr. Winkler earned 125% of the individual performance component of his ABIP.

The 2021 Individual Performance Goals for Ms. Russell included:

	GOAL	ACHIEVEMENT
■	Manage and successfully resolve customer dispute.	■	Achieved.
■	Successful management and leadership of Board activities and continued development of Board relationships.	■	Achieved.
■	Enterprise level management of strategic process.	■	Achieved.
■	Focus on diversity, inclusion and belonging.	■	Achieved.
	In addition to the above objectives, Ms. Russell was evaluated against strategic personal objectives related to ongoing litigation and the Company’s COVID-19 crisis response.
Based on the achievement of her goals, the Compensation Committee determined that Ms. Russell earned 150% of the individual performance component of her ABIP.

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COMPENSATION DISCUSSION AND ANALYSIS

The 2021 Individual Performance Goals for Mr. Carusona included:

	GOAL	ACHIEVEMENT
■	Employee Safety Goals, including statistics such as Total Recordable Incident Rate (TRIR) and the Lost Time (or Lost Workday) Incident Rate (LTIR).	■	Achieved Company Record.
■	Financial and cash creation goals.	■	Achieved.
■	Accelerate new product development and achieve specific new product financial contribution goals.	■	Achieved.
	In addition to the above objectives, Mr. Carusona was evaluated against strategic personal objectives such as business unit succession planning and securing new long-term customer contracts.
Based on the achievement of his goals, the Compensation Committee determined that Mr. Carusona earned 125% of the individual performance component of his ABIP.

Based on the foregoing factors, the Compensation Committee determined that the following payouts should be made to the NEOs under the 2021 ABIP:

Name	Target ABIP ($)	Performance Payout by Component			Total Payout
Name	Target ABIP ($)	Corporate	ISP	Individual	% of Target	Payout ($)
Bryan A. Shinn	$1,000,000	111%	137%	125%	119%	$1,190,290
Donald A. Merril	$375,000	111%	137%	110%	116%	$435,109
Michael L. Winkler	$375,000	111%	137%	125%	119%	$446,359
Stacy Russell	$300,000	111%	137%	150%	124%	$372,087
Zach Carusona⁽¹⁾	$250,000	111%	183%	125%	150%	$375,000

(1)	Mr. Carusona’s payout was capped at 150% of target due to share price governor. Mr. Carusona’s performance was tied to a subset of the ISP segment for his specific business.

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 PSU cycles prior to the 2019-2021 cycle, the performance measure for awards of PSUs had 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 (described below), due to our strategic focus on generating cash. In 2020 we did not make any change to our long-term incentive (“LTI”) compensation program. As part of our stockholder engagement program in 2020 and 2021, we asked our stockholders to comment on the structure of our LTI compensation program, and we received positive feedback regarding the type of awards and the proportion of each type of award in the program.

For 2021, each of our NEOs received equity awards consisting of the following performance-based component and service-based component:

■	15% of the target total award value was in the form of PSUs using TSR as compared to the TSR of the companies in the PSU peer group below (the “TSR Peer Group”) over the same performance period as the performance metric (the “TSR PSUs”);

■	40% of the target total award value was in the form of PSUs using Adjusted Cash Flow as the performance metric (the “Cash Flow PSUs”); and

■

45% of the target total award value was in the form of restricted stock units (“RSUs”) that vest ratably over three years, subject to continued service on each vesting date but without regard to any performance criteria (although the value realized on vesting depends on the share price on the vesting dates).

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COMPENSATION DISCUSSION AND ANALYSIS

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, 2021 through December 31, 2023, 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:

	TSR Ranking January 1, 2021 through December 31, 2023			Number of PSU’s Vested as Percentage of Target
	Below 30th Percentile			0%
	30th Percentile			50% (Threshold)
	55th Percentile			100%
	75th Percentile			150%
	Equal to or Greater than 90th Percentile			200% (Maximum)

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. In a change from previous years, based on stockholder feedback, to achieve target vesting our TSR Ranking is required to be at the 55^th percentile of the TSR Peer Group, rather than the 50^th percentile. In addition, also based on stockholder feedback, in 2021 we added an additional condition to our TSR PSUs, that stated that payouts will be capped at 150%, rather than 200%, if our absolute TSR is negative over the performance period.

As we described in our 2021 proxy statement, our 2021 equity grants target payout is tied to TSR achievement at the 55th percentile of the peer group, and achievement is capped at 150% if absolute TSR is negative.

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.

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COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Committee selected the companies in the TSR Peer Group in conjunction with Exequity by analyzing companies in the Russell 3000 that had similar historical performance results to U.S. Silica. The companies in this TSR Peer Group were all also selected from GICS sub industries that are influenced by the same macro-economic conditions as U.S. Silica, including: Oil and Gas Equipment and Services; Oil and Gas Drilling; and Oil and Gas Exploration and Production. The Compensation Committee believes that this array of companies reflects an appropriate benchmark for Company TSR performance, while the 2021 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 is unchanged from the previous year, except that 11 companies that were either acquired or filed for Chapter 11 bankruptcy before February 2021 were removed. The TSR Peer Group includes the following companies:

	Abraxas Petroleum Corporation			Nabors Industries Ltd.
	Apache Corporation			Newpark Resources, Inc.
	Callon Petroleum Company			NexTier Oilfield Solutions Inc.
	Continental Resources, Inc.			Oil States International, Inc.
	Devon Energy Corporation			Patterson-UTI Energy, Inc.
	Diamondback Energy, Inc.			PDC Energy, Inc.
	Forum Energy Technologies, Inc.			ProPetro Holding Corp.
	Helix Energy Solutions Group, Inc.			QEP Resources, Inc.
	Helmerich & Payne, Inc.			RPC, Inc.
	Laredo Petroleum, Inc.			Select Energy Services, Inc.
	Mammoth Energy Services, Inc.			SM Energy Company
	Marathon Oil Corporation			Smart Sand, Inc.
	Matador Resources Company			TETRA Technologies, Inc.
	Murphy Oil Corporation			Transocean Ltd.

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, 2023 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.

Setting annual targets within the three-year awards allows the Compensation Committee to set challenging but

achievable goals for our officers, based on better insight into economic conditions of our industry. It also alleviates some windfalls for our officers by allowing the Committee to increase the absolute targets during years of high commodity pricing. 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.

The following table depicts the calculation of the 2021 Cash Flow PSUs:

2021		2022		2023		Average Payout %, Results in # of PSUs Earned as % of Target
ACF as a % of Target	Payout as % of Target (to be averaged)	ACF as a % of Target	Payout as % of Target (to be averaged)	ACF as a % of Target	Payout as % of Target (to be averaged)
<70%	0%	<70%	0%	<70%	0%	Average of 2021, 2022, 2023 Payout Results
70%	50%	70%	50%	70%	50%
85%	75%	85%	75%	85%	75%
100%	100%	100%	100%	100%	100%
115%	150%	115%	150%	115%	150%
130%	200%	130%	200%	130%	200%

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COMPENSATION DISCUSSION AND ANALYSIS

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. Messrs. Shinn, Merril, and Carusona received awards in 2021 that were equal to the value of awards they received in 2020. Mr. Winkler received a long-term equity award that was valued at 23% less than the value of the award he received in 2020, in order to match the scope of his role as adjusted in 2020 and in order to achieve parity with Mr. Merril. Ms. Russell received an award in February 2021 that was valued at 32% greater than the award she received in February 2020 in connection with the adjustment of her overall compensation. We have included the RSU awards and PSU awards approved by the Board and the Compensation Committee in 2021 for each named executive officer in the Grants of Plan-Based Awards Table.

Payout Under the 2019-2021 Performance Share Units

Performance Share Units with a performance period that began on January 1, 2019 and ended on December 31, 2021 were granted to our executive officers in 2019. These grants are included in the Outstanding Equity Awards at Fiscal Year-End table below. Based on our TSR Ranking during this 2019-2021 performance period, the Compensation Committee determined that our TSR Ranking

was positioned at the 71^st Percentile of the selected peer group from the Russell 3000 as detailed in the table below.

	2019-2021 TSR Ranking			PSUs Earned as a % of Target
	71^st Percentile			143%

2019-2021 Cash Flow PSUs

With respect to the 2019-2021 Cash Flow PSUs, aggregate actual 2019-2021 ACF performance was $616.0 million as compared to aggregate target 2019-2021 ACF of $478.9 million. However, based on the annual averaging technique applied for the purposes of this calculation (as shown in the table above for the 2021 Cash Flow PSUs), performance within individual performance years that is above 130% is effectively capped at 130% so that any overperformance in one year does not influence the performance calculation for another year. Based on this approach, actual payouts for the 2019-2021 ACF PSUs were 178% of target.

	Sum of Target 2019, 2020, and 2021 ACF			Sum of Actual 2019, 2020, and 2021 ACF			PSUs Earned as a % of Target
	$478.9 million			$616.0 million			178%

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 benefits, such as life insurance coverage and long-term disability insurance, are the same as those benefits provided to all of our salaried employees. 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. 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 match an amount equal to a covered employee’s eligible contribution up to 6% of such covered employee’s salary. Employees are immediately fully vested in our contributions under the matching program. 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.

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COMPENSATION DISCUSSION AND ANALYSIS

Perquisites

Perquisites for our NEOs are discussed in the footnotes to the Summary Compensation Table and were generally comprised of 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 2021 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.

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 a termination in connection with a 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 a termination in connection with a change in control. The CIC plan was further updated in April 2020. 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 (“TCJA”) enacted in December of 2017 amended certain aspects of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “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 seek recoupment within 36 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 as set forth in the table below.

	Role/Level			Stock Ownership Guideline as a Multiple of Base Salary
	CEO			5x
	CFO and COO			2x
	Other Executive Officers			1.5x

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.

As of March 1, 2022, all of our NEOs were in compliance with these Stock Ownership Guidelines.

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REPORT OF COMPENSATION COMMITTEE

The Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and Analysis beginning on page 16 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 2022 Annual Meeting of Stockholders.

Diane Duren, Chair

Charles W. Shaver

William J. Kacal

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 2022.

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EXECUTIVE AND DIRECTOR COMPENSATION TABLES AND OTHER INFORMATION

2021 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 2021, 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, 2021.

Summary Compensation Table
Name & Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)⁽¹⁾	Option Awards ($)	Non-Equity Incentive Plan Compensation⁽²⁾ ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)⁽³⁾	Total ($)
Bryan Shinn Chief Executive Officer	2021	$850,000	—	$3,889,770	—	$1,190,290	—	$36,263	$5,966,323
	2020	$772,917	—	$3,713,261	—	$775,000	—	$39,215	$5,300,393
	2019	$806,250	—	$3,977,546	—	$1,387,461	—	$50,077	$6,221,334
Donald Merril Executive Vice President and Chief Financial Officer	2021	$400,000	—	$1,111,360	—	$435,109	—	$23,008	$1,969,477
	2020	$383,333	—	$1,060,935	—	$330,333	—	$25,425	$1,800,026
	2019	$396,650	—	$1,136,454	—	$520,298	—	$26,067	$2,079,469
Michael L. Winkler Executive Vice President and Chief Operating Officer	2021	$400,000	—	$1,111,360	—	$446,359	—	$24,739	$1,982,458
	2020	$390,417	—	$1,379,206	—	$313,176	—	$23,822	$2,106,621
	2019	$449,300	—	$1,477,393	—	$624,357	—	$29,846	$2,580,896
Stacy Russell⁽⁴⁾ Senior Vice President, General Counsel and Secretary	2021	$386,667	$25,000⁽⁵⁾	$733,500	—	$372,087	—	$15,952	$1,533,206
	2020	$349,583	—	$738,962⁽⁶⁾	—	$230,222	—	$9,511	$1,328,278