Target Hospitality (TH) Proxy Filing summary

Executive summary

• 2024 marked another year of strong financial performance, with $386M in revenue, $197M in adjusted EBITDA, and $131M in discretionary cash flow, supporting strategic growth and a robust capital structure.

• The company expanded service offerings, established new customer relationships, and maintained a focus on premium solutions for world-class customers.

• A virtual annual meeting is scheduled for May 22, 2025, to enhance accessibility and participation.

Voting matters and shareholder proposals

• Shareholders will vote on: election of six directors, ratification of Ernst & Young LLP as auditor, advisory approval of executive compensation, and approval of the second amendment to the 2019 Incentive Award Plan.

• The board recommends voting FOR all proposals.

• Shareholder proposals and director nominations for the 2026 meeting must comply with specified deadlines and procedures.

Board of directors and corporate governance

• The board will be reduced from eight to six members after the annual meeting, with all nominees being current directors.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all with independent directors.

• Regular board refreshment, director education, and annual self-evaluations are emphasized.

• Majority voting policy, prohibition on hedging/pledging, and stock ownership guidelines for directors and officers are in place.

• TDR Capital, via Arrow and MFA Global, is the largest shareholder, holding over 65% of shares.