ProPetro Holding Corp

For the period ended May 20, 2025. Filed Apr 8, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 20, 2025 · Filed Apr 8, 2025

Use the contents to explore the available documents and sections.

PUMP$6.39+6.3%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

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 2025 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.

2025 Annual Meeting

When			Where			Record Date
May 20, 202510:00 a.m. Central Time			2518 FM 307Midland, Texas 79706			March 24, 2025

Voting Agenda	Board Recommendation	For More Information, See Page
1 Election of nine director nominees to serve for a one-year term		FOR each nominee	**
2 Approval, on an advisory basis, of the compensation of our named executive officers (Say-on-Pay)		FOR	**
3 Approval, on an advisory basis, of the frequency of future advisory votes on compensation of our named executive officers (Say-on-Pay Frequency)		ONE YEAR	**
4 Approval of the Second Amended and Restated 2020 Long-Term Incentive Plan (LTIP)		FOR	**
5 Ratification of the Audit Committee’s selection of RSM US LLP as our independent auditors for 2025		FOR	**
6 Transaction of such other business as may properly come before the meeting or any adjournment thereof		FOR	**

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(1) ·
	Spencer D. Armour III	71	2013	*
	Mark S. Berg	66	2019
	Anthony J. Best	75	2018


Nominees		Independent	Age	Director Since	Audit	Compensation	Nominating & Corporate Governance(1)
	Phillip A. Gobe		72	2019
	G. Larry Lawrence		73	2020	*
	Samuel D. Sledge		38	2021
	Mary P. Ricciardello		69	2023	*
	Michele Vion		65	2020
	Alex V. Volkov		52	2024
	Meetings in 2024			Board—10	10	5	4

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

(1)

During 2024, Jack B. Moore served as the chair of the Nominating and Corporate Governance Committee. He is expected to continue in that role until the expiration of this term as a member of the Board effective as of the conclusion of the Annual Meeting. We intend to decrease the size of the Board from ten to nine directors following Mr. Moore’s retirement at the end of the Annual Meeting.

Corporate Governance Highlights

	Corporate Governance Best Practices
	Seven of our nine director nominees are independent 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 2024 attended over 75% of 2024 meetings (held during the period for which he or she was a director) Regular executive sessions of independent directors Board review of company’s financial performance and succession plans Robust risk oversight Commitment to Corporate Social Responsibility

2| ir.propetroservices.com

	DIRECTOR ATTRIBUTES

Our nine directors nominated for reelection at the 2025 annual meeting comprise a well-balanced Board.

	BOARD EXPERTISE


Audit and financial reporting	● ● ● ● ● ● ● ● ●	7
Corporate governance and ethics	● ● ● ● ● ● ● ● ●	8
Executive leadership	● ● ● ● ● ● ● ● ●	9
Exploration & Production, energy industry	● ● ● ● ● ● ● ● ●	7
Finance and/or investment experience	● ● ● ● ● ● ● ● ●	8
Human capital management, sustainability, or environmental stewardship	● ● ● ● ● ● ● ● ●	5
Marketing, business development and investor relations	● ● ● ● ● ● ● ● ●	4
Other public company board service	● ● ● ● ● ● ● ● ●	7
Regulatory, government and compliance	● ● ● ● ● ● ● ● ●	5
Risk management	● ● ● ● ● ● ● ● ●	7
Strategic planning and operations	● ● ● ● ● ● ● ● ●	9
Technology, engineering	● ● ● ● ● ● ● ● ●	3
Cybersecurity risk management	● ● ● ● ● ● ● ● ●	3

Sustainability Highlights

In October 2024, ProPetro published its second 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.

			SUSTAINABLY COMPETING							COMMUNITY INVESTMENT						SAFETY FOCUS
In 2024, we saw continued results from our efforts to transition our fleet to more efficient and lower emissions equipment, closing the year with approximately 75% of our fleets utilizing next generation FORCE® electric equipment or Tier IV DGB equipment. We now have four FORCE® electric fleets in service with customers under contract with at least one additional FORCE® fleet expected to be placed into service in 2025. During 2024, the impact of these investments was reflected in our performance, as our FORCE® electric and Tier IV DGB equipment displaced almost 63 million gallons of diesel through the use of natural gas. Additionally, in 2024, we established our new PROPWRSM power generation business, which we expect to continue to drive progress in this area, while also filling a need to supply reliable, dispatchable electric power services to support our customers’ operations. We believe these investments and our focus on continued improvements in operating performance for these assets will support our competitiveness, while fostering a reduced emissions profile for our services.				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 2024 by organizing and participating in: • wellness events, • monthly events at our regional food bank, • quarterly blood drives, • Thanksgiving meal drive, • school supply donation drive, and • Christmas in Action renovation project.				Our approach to safety is based on close collaboration between our customers and our employees in completing each job safely. 2024 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.

4| ir.propetroservices.com

2024 Performance Highlights

2024 was a pivotal year for ProPetro. Despite a challenging market environment, we gained market share in our hydraulic fracturing and cementing segments, provided strong operational performance for our customers, and continued the implementation of our fleet transition—finishing 2024 with four FORCE® electric fleets operating under contract with customers. Our FORCE® electric fleets, along with our Tier IV DGB Dual-fuel fleets, now represent approximately 75% of our hydraulic fracturing capacity. The Company also demonstrated the flexibility of its dynamic capital allocation strategy by opportunistically executing on its share repurchase program, completing the strategic AquaProp SM acquisition and starting its new PROPWRSM business line. Importantly, the Company’s accomplished these goals while significantly reducing capital expenditures as compared to 2023.

As of the end of 2024, following the divestiture of our Vernal, Utah cementing operations, our operations are focused in the Permian Basin, where we provide pressure pumping, cementing and wireline services and power. Our team’s performance in 2024 was achieved despite market headwinds, including continued customer consolidation and capital discipline, pressure on pricing and lower activity across the broader oilfield services industry. Our reputation for providing high-quality service, our adoption of leading technologies such as our FORCE® electric fleets and our Tier IV DGB Dual-fuel equipment, and our sustained, top-tier 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 and we intend to use the same attributes to drive the development of our new PROPWRSM power generation business in 2025 and beyond.

	$1.4 Billion			140 Megawatts
	Total Revenue			Mobile Power Generation EquipmentOrdered for PROPWRSM

	$252 Million			7.2 Million
	Net Cash Provided by Operating Activities			Shares Repurchased and Retired

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.