Solaris is committed to conducting its business with the highest legal and ethical standards. Our reputation for integrity and fair dealing is vitally important in building and retaining trust amongst all our stakeholders. To support accountability, Solaris has appointed an ESG Governance Committee to oversee measurement, reporting and compliance of ESG metrics that are regularly made publicly available.

Our Leadership Team »

Corporate Governance

Board Composition

Solaris’ Board consists of 8 directors, of which 6 are non-employee, independent directors, and in March 2019, a Lead Independent Director was appointed. We have one female director, Cindy Durrett. As of April 1, 2021, when we published our 2021 Proxy, our average director tenure  was 3.2 years, and 25% of our directors had served for less than three years. In 2020, our Board met nine times with an overall attendance rate of 97%.

 
 

Female Board Representation

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Board Committees 

The Board of Directors also maintains three committees comprised of entirely independent directors: the Audit Committee, Compensation Committee and Nominating and Governance Committee. Our Board committees’ attendance rates were all 100% in 2020. More information about our Board and committees can be found in our 2021 Proxy. Committee charter documents can be found on our website.

 
 

Board Independence

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Communication with the Board 

Interested parties can contact the Board, or the non-management Directors as a group, at the following address:
Board of Directors or
Non-Management Directors
c/o Solaris Oilfield Infrastructure, Inc.
9811 Katy Freeway Suite 700
Houston, Texas 77024

Communications may also be sent to individual Directors at the above address.

Average Board Tenure = 2.2 Years

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Board Experience and Committees

Inside Ownership

At Solaris, our top priority is maximizing value for our shareholders. As of July 2021, management and employees owned approximately 15% of the company, which directly aligns our interest with shareholders. All employees are owners of Solaris’ stock. 

Capital Stewardship

We began paying a quarterly dividend in December 2018 and raised it once in December 2019. Since the initiation of the dividend, we have paid 12 consecutive quarterly dividends. Since 2018, the company has returned more than two-thirds of all free cash flow to shareholders in the form of dividends and share repurchases.

During the COVID-19 pandemic, directors, management and senior employees took pay reductions  but  the  dividend was maintained.

Executive Compensation

We are currently considered an “emerging growth company” for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table in our proxy statement, as well as limited narrative disclosures regarding executive compensation for our last completed fiscal year. These tables and further information are available starting on page 18 of our 2021 Proxy.

Over 50% of our CEO’s 2020 executive compensation was equity based, which we believe further creates strong shareholder alignment.

Inside Ownership at July 2021

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Cumulative Free Cash Flow Uses

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2020 CEO Compensation

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Business Ethics and Compliance

Ethics and Compliance

One of our core values is to operate with integrity, fairness and transparency. Our Board, management and employees are also expected to abide by our Corporate Code of Business Conduct and Ethics, and our Employee Handbook is also provided to all employees.

Solaris provides employees and the public the ability to report violations of the Company’s Code, policies or law as well as ethical violations anonymously. Our anonymous whistleblower hotline is available anytime by phone at:
USA: 800-916-7037
Para Español: 855-765-7249
En Français: 877-591-3211
Canada: 800-916-7037
UK: 800-652-3673
Germany: 800-180-2137
France: 080-091-4677
China: 400-120-0690
Japan: 053-112-2792

Web-based reports can also be made on our website.

Ethics Training

Our ethics training program is designed to teach employees how to conduct business with integrity, fairness, and transparency. We aim to conduct comprehensive training of our workforce every other year. In 2018, 100% of our 382 employees received ethics training, and signed a certification acknowledging that they read and understood our Code of Business Conduct and Ethics. In 2019, about two-thirds of our 245 employees received ethics training. Although we did not conduct ethics training due to COVID-19 in 2020, we provide regular guidance every year regarding ethical compliance, and we annually ask our employees to review and acknowledge our Code of Business Conduct and Ethics.

Anti-Hedging Policy

Solaris specifically prohibits its employees from engaging in any hedging transactions involving Company securities or initiating any “short sale” of Company securities.

Supplier Code of Conduct

Directors, officers and employees associated with enterprises not controlled by Solaris, including vendors, suppliers and contractors, must be guided in their conduct by provisions in our Code of Business Conduct and Ethics. Such persons must attempt to influence those enterprises to conduct their activities in conformity with all applicable laws and this Code and must report violations of this Code to the Company’s Chief Administrative Officer or General Counsel, as applicable.

Oversight of ESG Program

Solaris has appointed an internal ESG Committee consisting of our Chief Administrative Officer, who is also a board member, our Chief Legal Officer, our Senior Vice President of Finance and Investor Relations, and our Manager of Finance and Analytics as its members. The goal of the ESG Committee is to understand the relevant ESG issues and propose ideas to both management and the Board for  ESG  integration into our everyday operations. The Committee participates in external ESG trainings sharing best practices, and is also responsible for oversight in ensuring the appropriate ESG metrics for our business are measured and shared so that we can maximize transparency with all our stakeholders.