ProPetro Holding Corp

For the period ended Apr 23, 2024. Filed Mar 21, 2024.

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Apr 23, 2024 · Filed Mar 21, 2024

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Contents

PROXY STATEMENT SUMMARY

	Proxy Statement Summary

The following section is only a summary of key elements of this proxy statement, and is intended to assist you in reviewing this proxy statement in advance of the 2024 annual meeting. This summary does not contain all of the information you should consider, and you are encouraged to read this entire proxy statement before submitting your votes.

2024 Annual Meeting

When			Where			Record Date
April 23, 202410:00 a.m. Central Time			2518 FM 307Midland, Texas 79706			February 26, 2024


1 Election of nine director nominees to serve for a one-year term	FOR eachnominee	6
2 Approval, on an advisory basis, of the compensation of our named executive officers (Say-on-Pay)	FOR	27
3 Ratification of the Audit Committee’s selection of RSM US LLP as our independent auditors for 2024	FOR	61
4 Transaction of such other business as may properly come before the meeting or any adjournment thereof

Director Nominees

The Board of Directors (the “Board”) has nominated the nine director nominees shown below for a one-year term.

· · · · · · · · · · · · · · · · Committee Memberships ·
· Nominees · · · · · · Independent · · · Age · · · Director Since · · · Audit · · · Compensation · · · Nominating & Corporate Governance ·
	Spencer D. Armour III	70	2013	*
	Mark S. Berg	65	2019
	Anthony J. Best	74	2018
	Phillip A. Gobe	71	2019
	G. Larry Lawrence	72	2020	*


Nominees		Independent	Age	Director Since	Audit	Compensation	Nominating & Corporate Governance
	Jack B. Moore		70	2017	*
	Samuel D. Sledge		37	2021
	Mary P. Ricciardello		68	2023	*
	Michele Vion		64	2020
	Meetings in 2023			Board—7	9	7	4

				Committee Chair					Committee Member					Chairman of the Board					Lead IndependentDirector
	* Audit Committee financial expert

Corporate Governance Highlights

	Corporate Governance Best Practices
	Six of our nine director nominees are independent, including all Committee members Oversight in establishing and review of execution of the Company’s strategic objectives Lead Independent Director, with defined responsibilities Three of our nine director nominees are gender or ethnically diverse Balance of new and experienced directors Stock ownership guidelines for directors and executives Code of Business Conduct and Ethics			Annual director self-evaluation and committee assessment to ensure board effectiveness All directors serving in 2023 attended over 75% of 2023 meetings Regular executive sessions of independent directors Board review of company’s financial performance and succession plans Robust risk oversight Commitment to Corporate Social Responsibility

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	DIRECTOR ATTRIBUTES

Our nine directors nominated for reelection at the 2024 annual meeting comprise a well-balanced Board.

	BOARD EXPERTISE


Audit and financial reporting	● ● ● ● ● ● ● ● ●	8
Corporate governance and ethics	● ● ● ● ● ● ● ● ●	9
Executive leadership	● ● ● ● ● ● ● ● ●	9
Exploration & Production, energy industry	● ● ● ● ● ● ● ● ●	7
Finance and/or investment experience	● ● ● ● ● ● ● ● ●	7
Human capital management, sustainability, or environmental stewardship	● ● ● ● ● ● ● ● ●	7
Marketing, business development and investor relations	● ● ● ● ● ● ● ● ●	7
Other public company board service	● ● ● ● ● ● ● ● ●	8
Regulatory, government and compliance	● ● ● ● ● ● ● ● ●	5
Risk management	● ● ● ● ● ● ● ● ●	7
Strategic planning and operations	● ● ● ● ● ● ● ● ●	8
Technology, engineering	● ● ● ● ● ● ● ● ●	3

Sustainability Highlights

In October 2023, ProPetro published its inaugural ProPetro ProEnergy ProPeople Sustainability Report, advancing our goals of increased disclosure and transparency regarding our operations. The report, which may be accessed on our website, highlights our commitment and approach to sustainability, and it provides an overview of our governance, oversight, programs, policies, and performance around sustainability matters that are important to ProPetro and its stakeholders. The scope of the report includes all businesses, assets, and joint ventures that were owned and operated by ProPetro at the time of its publishing.

More details on our progress in this area will be disclosed in 2024 through the publication of our 2024 sustainability report. We expect to continue publishing sustainability reports annually.

			SUSTAINABLY COMPETING							COMMUNITY INVESTMENT						SAFETY FOCUS
In 2023, we saw results from our efforts to transition our fleet to more efficient and lower emissions equipment, closing the year with approximately 60% of our fleets utilizing next generation FORCESM electric equipment or Tier IV DGB equipment. We also continued our efforts to support the implementation of an electric fleet solution for our customers and placed our first two FORCESM electric fleets into service with two additional FORCESM electric fleets expected to be delivered and placed into service in the first half of 2024. During 2023, the impact of these investments was reflected in our performance, as our Tier IV DGB equipment displaced almost 20 million gallons of diesel over the last three quarters of the year, resulting in an 8.1% reduction in CO2e emissions for operations with this equipment. We believe these investments and our focus on continued improvements in operating performance for these assets will support our continued competitiveness, while fostering a reduced emissions profile for our services. Moreover, the initial success and continued deployment of our FORCESM electric fleet solutions reflect the collaborative approach we take with our customers towards the increasing industrialization and electrification of the oilfield.				We aspire to play a role in shaping the future of the Permian Basin by: • investing in education, • donating to first responders and veterans, • supporting health and wellness related organizations, and • focusing on charities that support local children. We do this through various charities and other organizations that are heavily involved in the Permian Basin communities where we live and work. The employee-created Positive United Morale Partners (“P.U.M.P.”) committee continued its charitable endeavors throughout 2023 by organizing and participating in: • wellness events, • monthly events at our regional food bank, • quarterly blood drives, • Thanksgiving meal drives, • school supply donation drives, and • Habitat for Humanity building projects.				Our safety record demonstrates the close collaboration between our customers and our employees in completing each job safely. 2023 saw consistent performance, and we continue to pride ourselves on our commitment to safety and our commitment to each other, which we demonstrate and support through operational initiatives like our: • dedicated heavy haul team to reduce driving hazards, • culture of training, accountability, and consistent improvement, and • long-term relationships with teammates, customers, and stakeholders.

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2023 Performance Highlights

During 2023, we improved upon our outstanding performance in 2022, by again, realizing excellent operational efficiencies, enhancing our commercial architecture, and continuing our fleet transition to natural gas-powered equipment. Importantly, we deployed our first two FORCESM electric fleets to customers under committed contracts. These successful deployments mark an important step in our continued fleet evolution as we deploy next generation equipment to better serve our customers. Additionally, we executed on our strategy of making accretive acquisitions that increase our free cash flow generation with our acquisition of Par Five Energy Services LLC, a provider of cementing services located solely in the Delaware Basin area of the Permian Basin, expanding the service offering we can provide to our customers and creating a leading cementing services company in the greater Permian Basin. We generated $1.63 billion in revenue, $86 million in net income and $375 million of operating cash flow.

Our operations continue to be focused almost entirely in the Permian Basin, where we provide pressure pumping, cementing and wireline services. Our team was able to accomplish these achievements amid continued dynamic market conditions. Moreover, our reputation for providing high-quality service and our sustained performance for our customers resulted in continuing strong demand for our services despite the challenging market. These achievements are a function of our employees’ commitment to excellence in efficient operations and safety.

	$1.63 Billion			$86 Million
	Total Revenue			Net Income

	$375 Million			5.8 Million
	Net Cash Provided by Operating Activities			Shares Repurchased and Retired

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