Item 5.02(d)

On September 22, 2008, the Board of Directors (the "Board") of Flotek Industries, Inc. ("Flotek" or the "Company") increased the number of directors on the Board from seven to eight and elected Mr. James R. Massey to serve as a director on the Board. In addition, Mr. Massey will serve on Flotek's Governance Committee.

Mr. Massey recently retired from ExxonMobil after 36 years experience in the oil industry, both domestically and internationally. Mr. Massey served as Vice President of ExxonMobil Production Company from 1999 until March 1, 2008, where he was responsible for production operations. From 1998 to 1999, Mr. Massey was an Executive Vice President for Mobil Oil Corporation, where he was responsible for upstream operations in Europe and Africa. From 1997 to 1998, Mr. Massey was an Executive Vice President/Operating Officer for Mobil Oil Corporation, where he was responsible for upstream and downstream operations in Africa and the Middle East. From 1992 to 1997, Mr. Massey was an Executive Director followed by Managing Director for Mobil Producing Nigeria. From 1990 until 1992, he was a Planning Associate, Corporate Planning for Mobil Corp in Fairfax, Virginia. From 1972 until 1990, Mr. Massey held a variety of technical, planning and managerial positions, both domestically and abroad. Mr. Massey holds a Bachelor of Science degree in Chemical Engineering from Texas A&I University.

Mr. Massey will receive an annual Board retainer of $30,000, paid monthly, an attendance fee of $2,000 for each Board meeting attended, and an attendance fee of $1,000 for each committee meeting attended. Additionally, Mr. Massey received a grant of 1,760 shares of restricted stock and options to purchase 4,630 shares of Flotek common stock at an exercise price of $13.90. The shares of restricted stock and options vest in five equal annual installments beginning on September 22, 2008. The grants to Mr. Massey vest immediately if there is a change of control.

There are no related party transactions between Mr. Massey and the Company, or with management, and there are no arrangements or understandings between Mr. Massey with respect to his appointment, except for normal Board compensation as disclosed.

(d) Exhibits.

                 Exhibit
                 Number    Description
                 99.1      Press Release dated September 23, 2008