Smart Sand (SND) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on June 2, 2026, with online voting and Q&A available to shareholders.

• Shareholders of record as of April 10, 2026, are entitled to vote on key proposals, including director elections and compensation matters.

• Proxy materials and the annual report are accessible online, with multiple voting methods available.

Voting matters and shareholder proposals

• Proposals include electing two Class I directors, ratifying Grant Thornton LLP as auditor, advisory vote on executive compensation, approval of the 2026 Equity Incentive Plan, and approval of the 2026 Employee Stock Purchase Plan.

• Shareholders can submit proposals for the 2027 meeting by December 23, 2026, and communicate directly with the board.

• Voting requires a majority or plurality depending on the proposal, with broker non-votes and abstentions affecting outcomes as specified.

Board of directors and corporate governance

• The board consists of five members divided into three classes, with two Class I directors up for election to serve until 2029.

• Three directors are independent under Nasdaq standards; the CEO is not the board chair.

• Committees include audit, compensation, and nominating/governance, all with independent members and written charters.

• The board oversees risk, including cybersecurity, and prohibits hedging and pledging of company stock.

• A code of conduct and insider trading policy are in place for all directors, officers, and employees.