Select Water : 2025 Proxy Statement (Select Water Solutions 2025 Proxy Statement vF Website 3 18 25)

Published: 2025-04-04 17:07:09 ET WTTR

2025

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

LETTER FROM OUR CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER

Dear Fellow Stockholder:

It is my pleasure to invite you to attend the 2025 Annual Meeting of Stockholders of Select Water Solutions, Inc. (the "Annual Meeting") to be held on Friday, May 2, 2025, at 1:00 p.m. Central Time, at Select Water Solutions, Inc., 1820 N I-35, Gainesville, TX 76240.

The following Notice of Annual Meeting describes the business to be conducted at the Annual Meeting. We encourage you to review the materials and vote your shares.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU CAST YOUR VOTE "FOR"

PROPOSALS 1, 2, AND 3, AS DESCRIBED IN THE PROXY STATEMENT.

The Board has fixed the close of business on March 6, 2025 as the record date (the "Record Date") for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Accordingly, only stockholders of record at the close of business on the Record Date are entitled to notice of, and shall be entitled to vote at, the Annual Meeting or any postponement or adjournment thereof. Attendance is limited to stockholders of the Company, their proxy holders, and our guests. Stockholders holding stock in brokerage accounts must bring a legal proxy or other evidence of share ownership as of March 6, 2025 to be admitted to the meeting.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. You can ensure that your shares are represented and voted at the meeting by submitting your proxy card or voting instruction form over the Internet or by telephone. If you received your proxy materials by mail, you may also submit your proxy card or voting instruction form by mail by using the traditional proxy card or voting instruction form that was included. Instructions for these convenient ways to vote are set forth on both the Notice of Internet Availability of Proxy Materials and the proxy card or voting instruction form.

If the Annual Meeting is postponed or adjourned, your proxy will still be valid and may be voted at the rescheduled meeting. You may change or revoke your proxy until it is voted. If you are planning to attend the Annual Meeting, please check the website one week prior to the meeting date. To ensure your vote is counted, we encourage you to vote your shares prior to the Annual Meeting.

Thank you for your continued support of Select Water Solutions, Inc.

Sincerely,

John D. Schmitz

Chairman of the Board, President, and

Chief Executive Officer

WHO CAN VOTE

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Stockholders of record as the close of business on March 6, 2025 will be entitled to notice of, and to vote at, the 2025 Annual Meeting of Stockholders (the "Annual Meeting"), or any postponement or adjournment thereof

VOTING ITEMS

PROPOSALS

BOARD VOTE RECOMMENDATION FOR FURTHER DETAILS

1. To elect the eight director nominees named in the Proxy Statement to our Board

"FOR" each director nominee Page 14

2. To ratify the appointment, by the Audit Committee of the Board, of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year 2025

"FOR"

Page 28

3. To conduct a non-binding, advisory vote to approve Named Executive Officer compensation

"FOR"

Page 30

Stockholders will also transact any other business that may be properly presented at the Annual Meeting. The accompanying Proxy Statement is dated March 18, 2025 and will be made available to stockholders beginning on or about March 18, 2025. The accompanying Proxy Statement more fully describes these matters. At this time, we have not received notice of any other matter that may be properly presented at the Annual Meeting.

Only holders of common stock of record at the close of business on March 6, 2025, are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. For security purposes, you may be required to present evidence of your share ownership and a valid, government-issued photo identification, such as a driver's license or passport, to gain admission to the Annual Meeting. The use of cameras, sound recording equipment, communication devices or other similar equipment is prohibited. Packages, boxes, handbags, briefcases, and other items are subject to inspection.

Your vote is important - Please submit your proxy card or voting instruction form over the Internet or by telephone by following the instructions on the Notice of Internet Availability of Proxy Materials about how to view the proxy materials. If you received your proxy materials by mail, you may submit your proxy card or voting instruction form over the Internet or by telephone or by completing, signing, dating, and promptly mailing your proxy card or voting instruction form that was included. A postage-paid return envelope was provided. If you attend the Annual Meeting, you may vote in person.

By Order of the Board of Directors,

Christina M. Ibrahim

Senior Vice President, General Counsel,

Chief Compliance Officer and Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 2, 2025

The Notice, Proxy Statement and Annual Report are available atwww.proxyvote.com.

TABLE OF CONTENTS

LETTER FROM OUR CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT SUMMARY

CORPORATE GOVERNANCE

PROPOSAL 1 - ELECTION OF DIRECTORS

Board of Directors' Nominees

SUSTAINABILITY AND CORPORATE RESPONSIBILITY

PROPOSAL 2 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Principal Accountant Fees and Services Pre-Approval Policies and Procedures Report of the Audit Committee

PROPOSAL 3 - NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

INFORMATION ABOUT OUR EXECUTIVE OFFICERS COMPENSATION DISCUSSION AND ANALYSIS

PAY VERSUS PERFORMANCE

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

ANNUAL MEETING INFORMATION

OTHER MATTERS

22 28 28 28 29

FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES

This document may contain "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements, other than statements of historical fact included in the Proxy Statement are forward-looking statements, including statements about the Company's Board of Directors, corporate governance practices, executive compensation program, equity compensation utilization and sustainability initiatives. In some cases, you can identify forward-looking statements by terms such as "may," "might," "will," "objective," "intend," "should," "could," "can," "would," "expect," "believe," "design," "estimate," "predict," "potential," "plan" or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements expressed or implied in the Proxy Statement. Such risks, uncertainties and other factors include those identified in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission ("SEC") and other subsequent documents we file with the SEC. The Company expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law. Any standards of measurement and performance made in reference to our sustainability plans and goals are developing and based on assumptions that continue to evolve, and no assurance can be given that any such plan, initiative, projection, goal, commitment, expectation, or prospect can or will be achieved. The inclusion of information related to our sustainability goals and initiatives is not an indication that such information is material under the standards of the SEC.

This document includes references to websites, website addresses and materials found on those websites. The content of any websites and materials named, hyperlinked or otherwise referenced in this document are not incorporated Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of the Proxy Statement into this document or in any other report or document we file with the SEC, and any references to such websites and materials are intended to be inactive textual references only.

PROXY STATEMENT SUMMARY

The Board of Directors (our "Board") of Select Water Solutions, Inc. (which we refer to as "Select Water Solutions," "Select Water," "Select," the "Company," "we," "our," or "us") is furnishing this Proxy Statement to you over the Internet or delivering this Proxy Statement to you by mail in connection with the solicitation of proxies by our Board and the solicitation of voting instructions, in each case for use at the Annual Meeting of Stockholders to be held on May 2, 2025, and at any adjournments or postponements thereof.

On or about March 18, 2025, we will commence mailing the Notice of Internet Availability of Proxy Materials to most of our stockholders, and we also will commence mailing to some of our stockholders, and make available electronically over the Internet to all of our stockholders: (1) the Notice of Annual Meeting of Stockholders and this Proxy Statement; and (2) our 2024 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2024 and our audited financial statements (the "Annual Report"). If you receive your proxy materials by mail, a proxy card or voting instruction form will be included.

The following summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Friday, May 2, 2025 1:00 p.m. Central Time

DATE AND TIME

Select Water Solutions, Inc.

LOCATION

1820 N I-35 Gainesville, TX 76240

RECORD DATE March 6, 2025

VOTING MATTERS

BOARD'S VOTE FOR FURTHER RECOMMENDATIONS INFORMATION

PROPOSAL 1 Election of eight director nominees named in this Proxy Statement

"FOR" each director nominee Page 14

PROPOSAL 2 Ratification the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year 2025

"FOR"

Page 28

PROPOSAL 3 Non-binding, advisory vote to approve Named Executive Officer compensation

"FOR"

Page 30

HOW TO VOTE

INTERNETwww.proxyvote.com

TELEPHONE Call 1-800-690-6903

MAIL

IN PERSON

Available until 11:59 p.m. Eastern time on May 1, 2025.

You must have the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy card or voting instruction form.

Complete, sign and date your proxy card or voting instruction form and mail in the postage-paid return envelope.

If you plan to attend to vote in person, you will need to present at the meeting evidence of your share ownership and a valid, government-issued photo identification.

Company Overview and Business Strategy

Select Water Solutions, Inc. is a leading provider of sustainable water-management solutions to the energy industry in the United States ("U.S."). As a leader in the water management industry, we place the utmost importance on safe, environmentally responsible management of water throughout the lifecycle of a well. Additionally, we believe that responsibly managing water resources through our operations to help conserve and protect the environment in the communities in which we operate is paramount to our continued success. With a diverse geographic footprint across the U.S., we operate through three primary segments:

1. Water Infrastructure,

2. Water Services, and

3. Chemical Technologies.

Water Infrastructure - Our Water Infrastructure segment develops, builds, and operates permanent and semi-permanent infrastructure solutions to support full life cycle water management and waste treatment solutions. These solutions incorporate both new oil and gas well development and ongoing production activity, including recycling and disposal of flowback and produced water and the associated logistics. As our customers transition from appraisal to full-field development, and also transition to treated produced water to complete new wells, our fixed infrastructure networks can provide environmental benefits by reducing the demand for water disposal, water hauling by truck and fresh water demand, while at the same time enabling economies of scale that help reduce customer capital expenditures and lease operating expenses over the life of the field. These water networks can also help balance water supply across regions and customers to promote greater water reuse.

Our Water Infrastructure operations are underpinned by a growing portfolio of long-term contractual agreements, and accompanying customer commitments, that encompass the delivery of water needed for the near-term development of new oil and gas wells but also provide the long-term solutions that manage produced water over the entire production life of a well. These agreements, which commonly entail higher operating margins over a longer contractual term, underscore our commitment to our customers and our role as primary environmental steward for these operations. Our infrastructure networks facilitate the gathering and takeaway of produced water, as well as the treatment, reuse and delivery of treated produced water. Our infrastructure assets include permanent pipeline infrastructure, semi-permanent pipeline infrastructure, fixed and mobile treatment and recycling facilities, water storage facilities, saltwater disposal wells ("SWDs") and landfill facilities.

We are actively expanding our portfolio of water recycling facilities across multiple regions, emphasizing water recycling opportunities as a cornerstone of our operations. We recognize produced water as an invaluable, sustainable non-potable water source, naturally generated from ongoing oil and/or gas production. Through our dedicated efforts in recycling, we aim to progressively reduce the proportion of produced water being reinjected into SWDs over time, thereby diminishing the industry's reliance on fresh water and reinforcing our commitment to responsible resource management.

Additionally, we are pursuing recycling solutions beyond traditional reuse for oil and gas operations that could enable the beneficial reuse of produced water for non-energy applications. This could enable substitution of treated produced water in general industry and agriculture, or other stewardship-oriented applications such as wildlife rehabilitation, carbon capture and sequestration, or drought mitigation, among other opportunities. Further advancements could preserve substantial fresh water sources and enable the industry to become a contributor to the water lifecycle.

Water Services - Our Water Services segment provides the complex services needed to support new well completions as well as ongoing production over the life of the well, including water transfer, water sourcing, flowback and well testing, water containment, fluids hauling, water monitoring and water network automation, as well as various on-site rental equipment and accommodation offerings. Through our patented WaterONE™ automation services and our proprietary AquaView® software platform, our Water Services segment provides extensive technology solutions that enable 24/7 monitoring and visibility for our customers into all of their water-related operations, including hydrographic mapping, water volume and quality monitoring, remote pit and tank monitoring, leak detection, asset and fuel tracking and automated-equipment services. We believe these technologies help our customers lower their operating costs, improve well productivity, increase safety, reduce the risk of spills and reduce the environmental footprint of their operations.

Chemical Technologies - Our Chemical Technologies segment develops, manufactures, manages logistics and provides a full suite of chemicals used in hydraulic fracturing, stimulation, cementing, pipelines and well completions. Our completion chemicals are sold primarily to leading integrated and independent E&P companies and pressure-pumping service companies in the U.S. to support well stimulation and completion. We also provide customized water treatment and flow assurance solutions across the completion and production lifecycle. Additionally, through our FluidMatch™ solutions, we provide comprehensive testing and analysis of our customers' application conditions, product chemistry and key performance requirements for oil and gas well completion fluid-system design. This process may include water profiling, application and fluid assessment, treatment assessment, product selection, optimization and customization.

Over the past decade, Select has become the premier water management company serving the energy industry, growing our organization and expertise, developing innovative solutions and advancing new technologies. Everything we do is connected by water, including our values & guiding principles. Working Safe, Accountability, Teamwork, Excellence and Respect are the foundation on which we successfully execute our mission to deliver operational excellence and develop sustainable water management and chemistry solutions every day.

Director Nominees

The following provides summary information about each director nominee.

COMMITTEE MEMBERSHIPS NAME AND OCCUPATION

INDEPENDENT OTHER PUBLIC

AGE

BOARDS Audit Compensation NG&S

JOHN D. SCHMITZ Chairman, President and CEO Select Water Solutions, Inc.

GAYLE L. BURLESON

Former SVP of Business Development and Land Concho Resources, Inc.

RICHARD A. BURNETT* President and CEO

Silver Creek Exploration III, LLC

BRUCE E. COPE

Former SVP, CAO and Controller

Hunt Consolidated, Inc. / Hunt Oil Company

LUIS FERNANDEZ-MORENO

Interim President and CEO Ingevity Corporation

ROBIN H. FIELDER

Former EVP, Low Carbon Strategy and Chief Sustainability Officer Talos Energy Inc.

TIMOTHY A. ROBERTS

Chief Executive Officer and Partner Iron Horse Midstream, LLC

DOUGLAS J. WALL Former President and CEO Patterson-UTI Energy, Inc.

✓ ✓ ✓ ✓ ✓ ✓ ✓

Audit - Audit Committee

Compensation - Compensation Committee

NG&S - Nominating, Governance, and Sustainability Committee

- Chair

- Member

* - Lead Independent Director

Corporate Governance Highlights

✓

Directors elected annually

✓

Director onboarding orientation program and

ongoing education initiatives

✓

Lead independent director

✓

Majority independent standing committees

✓

Average director tenure of 3.3 years

✓

Annual Board and committee self-evaluations

Select Water Solutions

CORPORATE GOVERNANCE

Board Composition

Under the Company's Bylaws, the number of members of our Board will be determined from time to time by resolution of our Board. Currently, the number of directors comprising our Board is set at nine. Our Board consists of a single class of directors, each serving one-year terms.

Director Independence

As a public company, we are subject to various requirements of Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley") and the rules of the NYSE and the SEC. Generally, these rules require that a specified number or percentage of directors serving on the board and certain committees meet applicable standards of independence. Our Board may increase the number of directorships to ensure that our Board includes the requisite number of independent directors pursuant to Sarbanes-Oxley and rules of the NYSE and the SEC.

In evaluating director candidates, we assess whether a candidate possesses the integrity, judgment, knowledge, experience, diversity, skills, and expertise that are likely to enhance the board's ability to manage and direct our affairs and business, including, when applicable, to enhance the ability of the committees of the board to fulfill their duties. Our Board has determined that, with the exception of Mr. Schmitz, all of our current directors (Mmes. Burleson and Fielder and Messrs. Burnett, Cope, Fernandez-Moreno, Roberts, Thacker and Wall) are independent under the independence standards of the NYSE. In making this determination, the Board affirmatively determined that each independent director has no material relationship with the Company.

Leadership Structure of the Board

The Bylaws and Corporate Governance Guidelines provide the Board with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer and/or to appoint a lead independent director (the "Lead Director") in accordance with its determination that utilizing one or the other structure would be in the best interests of our Company. Since January 2021, Mr. Schmitz has served as our President, Chief Executive Officer, and Chairman of the Board. He facilitates communications between members of the Board and works with management in the preparation of the agenda for each Board meeting. All of our directors are encouraged to make suggestions for Board agenda items or pre-meeting materials. Mr. Burnett was appointed in March 2023 as the Lead Director, effective following our 2023 Annual Meeting of Stockholders. As Lead Director, Mr. Burnett establishes the agenda for the meetings of the independent directors in executive sessions and presides over these gatherings. He offers guidance and feedback to our management team on behalf of the independent directors, while also contributing valuable input regarding the Board's structure. Additionally, when necessary, Mr. Burnett serves as the Board's representative in communications with stockholders and other stakeholders. Mr. Burnett's duties as Lead Director also include the following:

• Serve, as necessary, as a liaison between the Chairman and the independent directors.

• Review and approve information sent to the Board.

• Review, approve and help develop the agendas and scheduling for Board and committee meetings.

• Call, as necessary, meetings of the independent directors.

• Be available for consultation and communication with stockholders, as appropriate.

The Board has concluded that our current leadership structure is appropriate at this time. It will continue to periodically review Select's leadership structure and may implement changes in the future as deemed necessary. By meeting in executive sessions on a regular basis, the independent directors have the opportunity to identify and evaluate issues facing the Company, engaging in a frank and candid dialogue without management being present. The Board believes that its programs for overseeing risk, as described under "Role of Board in Risk Oversight Process," would be effective under a variety of board leadership frameworks. Accordingly, the Board's risk oversight function does not significantly impact its selection of the current leadership structure.

Role of Board in Risk Oversight Process

Risk assessment and oversight are an integral part of our governance and management processes. The Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing the Company. Throughout the year, senior management reviews these risks with the Board at regular Board meetings as part of management presentations that focus on business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole. The Board is responsible for monitoring and assessing strategic risk exposure, and the Audit Committee assists the Board in fulfilling its oversight responsibilities by overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The Audit Committee also monitors compliance with legal and regulatory requirements and considers and approves or disapproves any related-person transactions.

COMPENSATION

AUDIT COMMITTEE

COMMITTEE NOMINATING, GOVERNANCE, & SUSTAINABILITY COMMITTEE

• Reviews and discusses the Company's practices with respect to risk assessment and risk management, significant financial risk exposures and the actions management has taken to monitor and control such risk exposures. Oversee risks from cybersecurity threats and our cybersecurity practices.

• Oversees the assessment of the risks related to the Company's compensation policies and programs applicable to officers, employees and directors.

MANAGEMENT

• Oversees risks related to corporate governance, including sustainability and succession planning regarding the CEO and members of the Board.

Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Accounting Officer, and General Counsel, Chief Compliance Officer & Corporate Secretary and other members of management monitor and implement policies for managing the Company's risks, including those related to legal, accounting, and financial matters, and report periodically on these matters to the Board and its Committees.

Identification of Director Candidates

It is the responsibility of the Nominating, Governance, and Sustainability (NG&S) Committee to identify, evaluate, and recommend to the Board the director nominees for election at the annual meeting of stockholders, as well as to fill vacancies or additions on our Board that may occur between annual meetings. The NG&S Committee endeavors to recommend only director candidates who possess the highest personal values and integrity; who have experience and have exhibited achievements in one or more of the key professional, business, financial, legal and other challenges that face a U.S. oilfield services company; who exhibit sound judgment, intelligence, personal character, and the ability to make independent analytical inquiries; who demonstrate a willingness to devote adequate time to Board duties; and who are likely to be able to serve on our Board for a sustained period. The Board and the NG&S Committee are also committed to

Disclaimer

Select Water Solutions Inc. published this content on April 04, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 04, 2025 at 21:06 UTC.