PATTERSON UTI ENERGY INC
For the period ended Dec 31, 2024. Filed Apr 10, 2025.
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Dec 31, 2024 · Filed Apr 10, 2025
Contents
Summary Compensation Table
| Name and Principal Position(s) · Year · Salary($) · Bonus($)(1) · StockAwards($)(2) · Non-equityIncentive planCompensation($)(3) · All OtherCompensation($)(4) · Total($) | ||||||||
|---|---|---|---|---|---|---|---|---|
| William Andrew Hendricks, Jr. | 2024 | 1,300,000 | — | 9,004,376 | (5) | 1,733,000 | 13,800 | 12,051,176 |
| President & Chief | 2023 | 1,000,000 | — | 5,930,679 | 1,340,129 | 13,200 | 8,284,008 | |
| Executive Officer | 2022 | 1,000,000 | — | 7,768,767 | 2,187,500 | 12,200 | 10,968,467 | |
| C. Andrew Smith | 2024 | 680,000 | 360,000 | 2,225,112 | (6) | 798,000 | 13,800 | 4,076,912 |
| Executive Vice President & | 2023 | 450,000 | — | 2,076,670 | 603,058 | 13,200 | 3,142,928 | |
| Chief Financial Officer | 2022 | 450,000 | — | 2,718,489 | 984,375 | 12,200 | 4,165,064 | |
| Kenneth N. Berns | 2024 | 590,000 | 300,000 | 1,853,888 | (7) | 629,000 | — | 3,372,888 |
| Executive Vice President & | 2023 | 450,000 | — | 1,976,893 | 603,058 | — | 3,029,951 | |
| Chief Commercial Officer | 2022 | 450,000 | — | 2,588,724 | 984,375 | — | 4,023,099 | |
| James M. Holcomb | 2024 | 670,000 | 1,000,000 | 2,118,692 | (8) | 700,000 | 13,800 | 4,502,492 |
| Executive Vice President & | 2023 | 513,635 | 250,000 | 1,694,098 | 536,051 | 13,200 | 3,006,984 | |
| Chief Business Officer | 2022 | 465,000 | 224,000 | 1,553,892 | 651,000 | 12,200 | 2,906,092 | |
| Seth D. Wexler | 2024 | 650,000 | 460,000 | 1,907,098 | (9) | 693,000 | 13,800 | 3,723,898 |
| Executive Vice President, General | 2023 | 475,000 | — | 1,531,624 | 407,399 | 13,200 | 2,427,223 | |
| Counsel & Secretary | 2022 | 475,000 | — | 2,007,723 | 665,000 | 12,200 | 3,159,923 | |
(1)The bonuses paid to Messrs. Smith and Berns in 2024 were synergy milestone payments, as described in "Other Bonuses" above. The bonuses paid to Mr. Holcomb in 2024 and 2023 were retention payments pursuant to his letter agreement entered into in connection with the NexTier merger, as described in "Employment-Related Agreements and Other Matters–Holcomb Letter Agreements" above. The 2024 bonus paid to Mr. Wexler comprised $100,000 in connection with his promotion and $360,000 of synergy milestone payments as described in "Other Bonuses" above. Additionally, for Mr. Holcomb, the bonus amount for 2022 represents the incremental increase to his 2022 bonus approved in connection with his promotion to Chief Operating Officer on January 1, 2023.
(2)Amounts include the fair value of awards at the date of grant as determined in accordance with FASB ASC Topic 718 with respect to restricted stock units and performance units awarded to the Named Executive Officers in the fiscal years ended December 31, 2024, 2023 and 2022. For additional information related to the assumptions used in the valuation of restricted stock units and performance units, see Note 12 to the consolidated financial statements in Patterson-UTI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The fair value of performance unit awards was determined based on a Monte-Carlo simulation model, which is consistent with the valuation used by Patterson-UTI for the recognition of compensation expense under FASB ASC Topic 718. The Monte-Carlo simulation model takes into account expected price movement of Patterson-UTI stock as compared to the applicable peer group and, for the 2022 and 2023 performance unit awards, the S&P 500 Index. The Monte-Carlo simulation model assigned a higher value to each 2024 performance unit award than the closing price of Patterson-UTI’s stock on the grant date. Therefore, the value reflected in the 2024 Summary Compensation Table does not reflect the target award values shown in the 2024 Long-Term Incentive Grants section of the "Compensation Discussion and Analysis" in this proxy statement.
(3)Amounts represent annual cash bonuses earned for the fiscal years ended December 31, 2024, 2023 and 2022.
(4)Amounts reflect contributions to the Company's 401(k) plan by Patterson-UTI.
(5)The 2024 amount includes $4,164,912 related to an annual award of restricted stock units and $4,839,464 related to an award of performance units during 2024. Assuming maximum performance, the value of the performance unit award would be $8,669,088 (calculated using the closing price of Patterson-UTI’s common stock on the grant date and assuming maximum payout of two times the target number of shares).
(6)The 2024 amount includes $1,028,952 related to an annual award of restricted stock units and $1,196,160 related to an award of performance units during 2024. Assuming maximum performance, the value of the performance unit award would be $2,142,720 (calculated using the closing price of Patterson-UTI’s common stock on the grant date and assuming maximum payout of two times the target number of shares).
(7)The 2024 amount includes $857,088 related to an annual award of restricted stock units and $996,800 related to an award of performance units during 2024. Assuming maximum performance, the value of the performance unit award would be $1,785,600 (calculated using the closing price of Patterson-UTI’s common stock on the grant date and assuming maximum payout of two times the target number of shares).
(8)The 2024 amount includes $979,848 related to an annual award of restricted stock units and $1,138,844 related to an award of performance units during 2024. Assuming maximum performance, the value of the performance unit award would be $2,040,048 (calculated using the closing price of Patterson-UTI’s common stock on the grant date and assuming maximum payout of two times the target number of shares).
(9)The 2024 amount includes $881,640 related to an annual award of restricted stock units and $1,025,458 related to an award of performance units during 2024. Assuming maximum performance, the value of the performance unit award would be $1,836,936 (calculated using the closing price of Patterson-UTI’s common stock on the grant date and assuming maximum payout of two times the target number of shares).
The following table sets forth information concerning grants of plan-based awards during the fiscal year ended December 31, 2024 to the Named Executive Officers:
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