ProPetro Holding Corp DEF 14A, filed Mar 30, 2023

ProPetro Holding Corp. (PUMP)

DEF 14A 2023-03-30

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Added on June 12, 2026

About this DEF 14A

ProPetro Holding Corp filed this DEF 14A on March 30, 2023.

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Permian Focus	Blue Chip Customers	Superior Performance	Sustainable Future
Positioned in the low-cost basin with sector-leading operating scale	Large drilling inventories and sizeable rig programs	Consistently outperforming the competition on location and efficient completions partner	Investing in lower emissions equipment to reduce our carbon footprint


Capital Discipline	Safety Culture	Technology	Social & Governance
Strong balance sheet; disciplined capital allocation and asset deployment	Full year 2022 Total Recordable Incident Rate of 0.67	Focused on technological improvements to optimize our performance	Investing in our community and commitment to strong governance

	1			PROXY STATEMENT SUMMARY
	2			CORPORATE GOVERNANCE AND BOARD MATTERS
	5			Proposal 1―Election of Directors
	6			Nominees
	11			Director Independence
	11			Board Leadership Structure
	12			Board of Directors and Risk Oversight
	12			Sustainability and ESG Initiatives
	13			Communicating with Our Board of Directors
	14			Annual Meeting Attendance
	14			Compensation Committee Interlocks and Insider Participation
	14			Board and Committee Activity and Structure
	16			Role of the Board, Compensation Committee and Our Executive Officers
	16			Role of External Advisors
	17			Director Nominations Process
	17			Director Orientation and Education
	18			Certain Relationships and Related Party Transactions
	19			Director Compensation
	20			Non-Employee Director Stock Ownership Guidelines
	21			EXECUTIVE OFFICERS
	23			EXECUTIVE COMPENSATION
	23			Proposal 2―Advisory Vote to Approve Named Executive Officer Compensation
	24			Compensation Discussion and Analysis
	43			Report of the Compensation Committee
	44			Executive Compensation Tables
	44			Summary Compensation Table

	48			Grants of Plan-Based Awards Table
	49			Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
	49			Outstanding Equity Awards at Fiscal Year End
	50			2021 Options Exercises and Stock Vested
	50			Pension Benefits
	50			Nonqualified Deferred Compensation
	51			Potential Payments Upon Termination or Change in Control
	57			Pay Versus Performance
	60			CEO Pay Ratio
	69			Equity Compensation Plan Information
	61			Proposal 3―Approval of The Amended and Restated Long-Term Incentive Plan
	70			AUDIT MATTERS
	70			Proposal 4―Ratification of Appointment of Independent Registered Public Accounting Firm
	72			Auditor Fees for Fiscal Years 2022 and 2021
	72			Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm
	72			Report of the Audit Committee
	74			STOCK OWNERSHIP INFORMATION
	74			Security Ownership of Certain Beneficial Owners and Management
	76			ADDITIONAL INFORMATION
	76			Information about the Annual Meeting and Voting
	81			Information about Stockholder Proposals
	81			Annual Report on Form 10-K
	82			Other Matters
	A-1			APPENDIX A—AMENDED AND RESTATED LTIP

When			Where			Record Date
May 11, 2023 10:00 a.m. Central Time			2518 FM 307 Midland, Texas 79706			March 20, 2023

				OPTIMIZE AND INDUSTRIALIZE
				CAPITAL LIGHT ASSET TRANSITION
				STRATEGIC EXECUTION

Record Date
Stockholders who owned our common stock at the close of business on March 20, 2023 are entitled to notice of, and to vote at, the annual meeting, or any continuation, postponement or adjournment thereof.

		Items of Business
		1 Election of nine director nominees to serve for a one-year term 2 Approval, on an advisory basis, of the compensation of our named executive officers 3 Approval of the Amended and Restated Long-Term Incentive Plan (LTIP) 4 Ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 5 Transaction of such other business as may properly come before the meeting

How to Vote
YOUR VOTE IS IMPORTANT. We urge you to review the accompanying proxy statement carefully and to submit your proxy as soon as possible so that your shares will be represented at the meeting. You may revoke your proxy if you so desire at any time before it is voted. Have your Notice, proxy card or voting instruction form with your 11-digit control number and follow the instructions.


		This proxy statement and our 2022 Annual Report on Form 10-K to stockholders are each available at http://www.viewproxy.com/propetro/2023

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	5
2 Approval, on an advisory basis, of the compensation of our named executive officers (Say-on-Pay)		FOR	23
3 Approval of the Amended and Restated Long-Term Incentive Plan (LTIP)		FOR	61
4 Ratification of the Audit Committee’s selection of RSM US LLP as our independent auditors for 2023		FOR	70
5 Transaction of such other business as may properly come before the meeting or any adjournment thereof

					Committee Memberships
Nominees		Independent	Age	Director Since	Audit	Compensation	Nominating & Corporate Governance
	Phillip A. Gobe		70	2019
	G. Larry Lawrence		71	2020	*
	Jack B. Moore		69	2017	*
	Samuel D. Sledge		36	2021
	Mary P. Ricciardello		67	2023	*
	Michele Vion		63	2020
	Meetings in 2022			Board—7	8	5	4

	Corporate Governance Best Practices
	Six of our nine director nominees are independent, including all Committee members 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 2022 attended over 75% of 2022 meetings Regular executive sessions of independent directors Robust risk oversight Board review of company’s financial performance, strategy and succession plan Commitment to Corporate Social Responsibility

Director Skills and Experience
	Audit and financial reporting	● ● ● ● ● ● ● ● ●	7
	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	● ● ● ● ● ● ● ● ●	8
	Marketing, business development and investor relations	● ● ● ● ● ● ● ● ●	7
	Other public company board service	● ● ● ● ● ● ● ● ●	8
	Regulatory, government and compliance	● ● ● ● ● ● ● ● ●	6
	Risk management	● ● ● ● ● ● ● ● ●	8
	Strategic planning and operations	● ● ● ● ● ● ● ● ●	8
	Technology, engineering	● ● ● ● ● ● ● ● ●	4

	$1.3 Billion			$300 Million
	Total Revenue			Net Cash Provided by Operating Activities

				ProPetro Board Committees
Name	Age	Director since	Independent	Audit	Compensation	Nominating & Corporate Governance
Phillip A. Gobe(1)	70	2019
Samuel D. Sledge(2)	36	2021
Spencer D. Armour III	69	2013		*
Mark S. Berg	64	2019
Anthony J. Best(3)	73	2018
G. Larry Lawrence	71	2020		*
Jack B. Moore	69	2017		*
Mary P. Ricciardello	67	2023		*
Michele Vion	63	2020
Number of Meetings in 2022		Board—7		8	5	4

				Committee Chair						Committee Member
	* Audit Committee financial expert

		PHILLIP A. GOBE			Phillip A. Gobe began serving as our Chairman of the Board in July of 2019 and as Executive Chairman in October 2019. Mr. Gobe was appointed as our Chief Executive Officer on March 13, 2020 and served in that role until August 31, 2021, at which point he was re-appointed as Executive Chairman. Mr. Gobe stepped down as Executive Chairman on March 31, 2022, and continues serving the Company as Chairman of the Board. Mr. Gobe has served as a director of Pioneer since July 2014. Mr. Gobe also serves as a director of Pantheon Resources plc and previously served as a director of Scientific Drilling International and Pioneer Southwest Energy Partners L.P. Mr. Gobe joined Energy Partners, Ltd. as Chief Operating Officer in December 2004 and became President in May 2005, and served in those capacities until his retirement in September 2007. Mr. Gobe also served as a director of Energy Partners, Ltd. from November 2005 until May 2008. Prior to that, Mr. Gobe served as Chief Operating Officer of Nuevo Energy Company from February 2001 until its acquisition by Plains Exploration & Production Company in May 2004. Prior to that time, he held numerous operations and human resources positions with Vastar Resources, Inc. and Atlantic Richfield Company and its subsidiaries. Mr. Gobe has a Bachelor of Arts degree from The University of Texas and a Master of Business Administration degree from the University of Louisiana in Lafayette. Mr. Gobe’s extensive experience in the energy industry, including service as a director to public corporations in the industry, makes him well suited to serve as Chairman of the Board.
		AGE 70 CHAIRMAN OF THE BOARD DIRECTOR AND CHAIRMAN OF THE BOARD since July 2019

		SAMUEL D. SLEDGE			Samuel D. Sledge has served as our Chief Executive Officer and as a member of our Board since August 31, 2021. Mr. Sledge previously served as the Company’s President from April 2021 to August 2021, and prior to that, he served as Chief Strategy and Administrative Officer beginning in March 2020. Mr. Sledge has significant experience with ProPetro having joined the Company in 2011. Mr. Sledge has served in various capacities throughout his tenure such as a Frac Technical Specialist and Technical Operations Manager where his duties included quality control, planning and logistics, and the development of the engineering program. Mr. Sledge has also served as the Vice President of Finance, Corporate Development, and Investor Relations where his responsibilities included financial planning and analysis, strategic initiatives and investor relations. Mr. Sledge received a Bachelor of Business Administration and a Masters of Business Administration from Baylor University. We believe Mr. Sledge’s experience in the energy industry and his significant experience in management roles at the Company make him well suited to serve as a director.
		AGE 36 CEO AND DIRECTOR since August 2021

		SPENCER D. ARMOUR III			Spencer D. Armour III has served as a member of our Board since February 2013. Mr. Armour has over 30 years of executive and entrepreneurial experience in the energy services industry. Mr. Armour served as President of PT Petroleum LLC in Midland, Texas from 2011 to 2018. He was the Vice President of Corporate Development for Basic Energy Services, Inc. from 2007 to 2008, which acquired Sledge Drilling Corp., a company Mr. Armour co-founded and served as Chief Executive Officer from 2005 to 2006. From 1998 through 2005, he served as Executive Vice President of Patterson-UTI Energy, Inc., which acquired Lone Star Mud, Inc., a company Mr. Armour founded and served as President from 1986 to 1997. Mr. Armour also served on the board of Patterson-UTI Energy, Inc. from 1999 to 2001. He currently serves on the board of Viper Energy Partners, LP and the board of CES Energy Solutions Corp and is a partner at Geneses Investments. Mr. Armour received a B.S. in Economics from the University of Houston in 1977 and served on the University of Houston System Board of Regents from 2011 until 2018. We believe that Mr. Armour’s extensive experience in the energy services industry and his deep knowledge of industry dynamics within the Permian Basin make him well suited to serve as a director.
		AGE 69 DIRECTOR since February 2013 INDEPENDENT DIRECTOR since March 2020 COMMITTEES • Nominating and Corporate Governance

		MARK S. BERG			Mark. S. Berg has served as a member of our Board since February 2019, and he was appointed to the Board by Pioneer pursuant to the Investor Rights Agreement. Mr. Berg currently serves as the Executive Vice President, Corporate Operations for Pioneer, where he serves on the Executive Committee and oversees Business Development, Land, Water Management, Facilities and ESG. Mr. Berg has fifteen years of experience with Pioneer in various roles, including as Executive Vice President & General Counsel from April 2005 to January 2014, Executive Vice President, Corporate from January 2014 to August 2015, and as Executive Vice President, Corporate/Vertically Integrated Operations until assuming his current role. He began his career in 1983 with the Houston-based law firm Vinson & Elkins L.L.P. and served as a partner from 1990 through 1997. He served as Executive Vice President, General Counsel and Secretary of American General Corporation, a Fortune 200 diversified financial services company, from 1997 through 2001. Subsequent to the sale of American General to American International Group, Mr. Berg was appointed Senior Vice President, General Counsel and Secretary of Hanover Compressor Company, a NYSE company specializing in natural gas compression and processing. Mr. Berg received his Juris Doctor, with honors, from The University of Texas School of Law, and graduated magna cum laude and Phi Beta Kappa with a Bachelor of Arts in Public Policy from Tulane University. Mr. Berg served as a member of the board of directors of HighPoint Resources Corporation from March 2018 to June 2020. We believe that Mr. Berg’s experience in significant management roles with Pioneer and his broad experience in the energy industry make him well suited to serve as a director.
		AGE 64 DIRECTOR since February 2019 Mr. Berg was appointed to the Board by Pioneer pursuant to the Investor Rights Agreement

		ANTHONY J. BEST			Anthony J. Best has served as a member of our Board since January 2018 and was elected to serve as Lead Independent Director in October 2019. Mr. Best has over 43 years of experience in the energy industry. Mr. Best is currently the Chairman of the board of Newpark Resources. He was previously a director with Quantum Energy Partners’ (“Quantum”) portfolio company, ExL Petroleum, and served as Senior Advisor for Quantum since August 2015. Prior to joining Quantum, Mr. Best served in various roles with SM Energy Company, an oil and gas exploration company, commencing in 2006 as its President and Chief Operating Officer, and as its Chief Executive Officer from February 2007 through January 2015. From 2003 to 2005, Mr. Best served as President and Chief Executive Officer of Pure Resources, Inc., a Unocal development and exploration company. From 2000 to 2003, Mr. Best served as an independent consultant offering leadership and oil and gas consultation to energy companies and volunteer organizations, and from 1979 through 2000, Mr. Best served in various roles of increasing responsibility at Atlantic Richfield Company, culminating in the position of President, ARCO Latin America. Mr. Best holds a Master of Science in Engineering Management degree from the University of Alaska and a Bachelor of Science degree in Mechanical Engineering from Texas A&M University. Prior to beginning his business career, Mr. Best served five years as an engineering officer in the United States Air Force. We believe that Mr. Best’s experience in significant management roles with companies operating in the Permian Basin and his broad experience in the energy industry make him well suited to serve as a director.
		AGE 73 INDEPENDENT DIRECTOR since January 2018 LEAD INDEPENDENT DIRECTOR since October 2019 COMMITTEES • Audit (Chair) • Compensation

		G. LARRY LAWRENCE			G. Larry Lawrence was appointed to our Board in December 2020. Mr. Lawrence previously served as Audit Committee Chair of Legacy Reserves, LP’s Board of Directors, a role he held from 2006 to 2019. From January 2021 until June 2021, Mr. Lawrence served as the interim Chief Financial Officer of Natural Gas Services Group, a natural gas compression equipment provider, where he previously served as Chief Financial Officer for nine years. Prior to Natural Gas Services Group, Mr. Lawrence served as Chief Financial Officer for Lynx Operating Co. Inc., an oil and gas exploration company, for three years and as Chief Financial Officer for Pure Resources, Inc., an oil and gas exploration and production company, for two years. He has also held finance and management consulting positions for Parson Group, Atlantic Richfield Company and Crescent Consulting. Mr. Lawrence earned his bachelor’s degree with an accounting major from Dillard University in New Orleans. We believe that Mr. Lawrence’s broad experience in the energy industry, including his service as a director and executive officer with various companies, makes him well suited to serve as a director.
		AGE 71 INDEPENDENT DIRECTOR since December 2020 COMMITTEES • Audit

		JACK B. MOORE			Jack B. Moore has served as a member of our Board since March 2017. Mr. Moore most recently served as President and Chief Executive Officer of Cameron International Corporation (“Cameron”), an oil and gas industry equipment manufacturer and provider, from April 2008 to October 2015 and served as Chairman of the Board of Cameron from May 2011 until it was acquired by Schlumberger in April 2016. Prior to his employment with Cameron, Mr. Moore held various management positions at Baker Hughes Incorporated, where he was employed for 23 years. Mr. Moore currently serves on the board of directors of Occidental Petroleum Corporation, KBR Inc., and the University of Houston System Board of Regents. Mr. Moore previously served on the board of the American Petroleum Institute, the National Ocean Industries Association, Rowan Companies plc and the Petroleum Equipment Suppliers Association. Mr. Moore received a Bachelor of Business Administration from the University of Houston and attended the Advanced Management Program at Harvard Business School. We believe that Mr. Moore’s wealth of experience in the oilfield service sector, including service as a director and executive officer to various public corporations in the sector, makes him well suited to serve as a director.
		AGE 69 INDEPENDENT DIRECTOR since March 2017 COMMITTEES • Compensation • Nominating and Corporate Governance (Chair)

		Mary P. Ricciardello			Ms. Ricciardello currently serves as a director, Audit Committee member and Corporate Governance & Nominating Committee member at Eagle Materials Inc. Ms. Ricciardello previously served as a director at Devon Energy, Noble Corporation, Enlink Midstream, Midstates Petroleum and U.S. Concrete. Ms. Ricciardello enjoyed a distinguished, two-decade career at Reliant Energy, where she served in key roles including Chief Accounting Officer. She earned a Bachelor of Science degree from the University of South Dakota and an MBA from the University of Houston. She is also a Texas licensed CPA.
		AGE 67 INDEPENDENT DIRECTOR since January 2023 COMMITTEES • Audit • Nominating and Corporate Governance

		MICHELE VION			Michele Vion was appointed to our Board in February 2020. Ms. Vion previously served as Vice President, Human Resources at HighPoint Resources Corporation, a successor to the Bill Barrett Corporation, an oil and gas exploration and production company, from August 2010 to September 2019. Ms. Vion was previously employed at Level 3 Communications, Inc., an international communications company, starting in 2006 and ultimately as Group Vice President of Human Resources up to January 2010. Ms. Vion also previously served as Vice President of Human Resources for Sun Microsystems, Inc., a computer networking company, for seven years. She also previously held senior human resource and client account management positions at Prudential Financial, Inc., an insurance and investment management company and JP Morgan, a global financial services firm. Prior to joining JP Morgan, Ms. Vion served in an accounting position as a Regional Controller for the Eastern Region at Sony Corporation of America. Ms. Vion also served on the board and as Chair of the Compensation Committee and as member of the Audit Committee and Nominating and Corporate Governance Committee of Callidus Software Inc., a publicly-traded cloud-based software company, from 2005 to 2016. Ms. Vion has served as a director of Boingo Wireless Inc., a publicly-traded Wi-Fi company, since December 2018, and currently serves as Chair of the Compensation Committee and as a member of the Audit Committee. Ms. Vion holds a B.A. in East Asian Studies and Economics from Wesleyan University, has attended Stanford University’s Director’s College and participated in the Financial Times’ Director Exchange. We believe that Ms. Vion is well suited to serve as a director based on her executive leadership experience in human resources and accounting and public company board and committee experience.
		AGE 63 INDEPENDENT DIRECTOR since February 2020 COMMITTEES • Compensation (Chair) • Nominating and Corporate Governance

Name	Fees Earned or Paid in Cash(1) ($)		Stock Awards(2) ($)		Total ($)
Spencer D. Armour III		90,000		139,992		229,992
Mark S. Berg(3)		―		―		―
Anthony J. Best		125,000		139,992		264,992
Alan E. Douglas		90,000		139,992		229,992
G. Larry Lawrence		90,000		139,992		229,992
Jack B. Moore		100,000		139,992		239,992
Michele Vion		105,000		139,992		244,992

Name	Aggregate Number of Stock Awards (#)
Spencer D. Armour III		10,137
Mark S. Berg(1)		―
Anthony J. Best		10,137
Michele Vion		10,137
Alan E. Douglas		10,137
G. Larry Lawrence		10,137
Jack B. Moore		10,137

Name	Age	Position with ProPetro Holding Corp	Executive Officer since
Samuel D. Sledge	36	Chief Executive Officer and Director	2020
David S. Schorlemer	56	Chief Financial Officer	2020
Adam Muñoz	40	President and Chief Operating Officer	2020
John J. “Jody” Mitchell	40	General Counsel and Corporate Secretary	2023
Elo Omavuezi(1)	40	Chief Accounting Officer	2019

		DAVID S. SCHORLEMER			David S. Schorlemer began serving as a Special Advisor to the Chief Financial Officer on October 12, 2020 until his appointment as Chief Financial Officer on October 23, 2020. Mr. Schorlemer has two decades of experience in senior level positions in public and private companies. He most recently served as Executive Vice President, Chief Financial Officer, Treasurer and Secretary of Basic Energy Services, Inc., a Fort Worth, Texas based oilfield services company, from September 2018 until joining the Company. Prior to that, he served as the Chief Financial Officer of Gulf Island Fabrication, Inc. from January 2017 to August 2018. His work history also includes serving as Chief Financial Officer for three oilfield services companies: GR Energy Services Management, LP from January 2016 to December 2016, Stallion Oilfield Holdings, Inc., September 2004 to December 2015 and Q Services, Inc. from July 1997 until its merger with Key Energy Services, Inc. in July 2002. He also held the role of vice president, marketing and strategic planning for Key Energy Services, Inc. from July 2002 to September 2004. Prior to entering the energy services industry, Mr. Schorlemer was a technology consultant and project manager with Accenture’s Technology Practice where he worked on various domestic and international projects with Fortune 500 Companies in industries including: telecommunications, transportation, automotive and manufacturing and oil and gas. Mr. Schorlemer earned his Bachelor of Business Administration degree in finance from The University of Texas, and his Master of Business Administration from Texas A&M University.
		AGE 56 CHIEF FINANCIAL OFFICER since October 2020

		ADAM MUÑOZ			Adam Muñoz has served as our President and Chief Operating Officer since August 2021, and prior to that, he served as Chief Operating Officer since January 2021 and served as Senior Vice President of Operations since March 2020. Mr. Muñoz joined the Company in 2010 to initiate ProPetro’s Permian pressure pumping operation. Prior to joining ProPetro, Mr. Muñoz held sales and operations roles at Frac Tech Services and Weatherford International. Since joining ProPetro, Mr. Muñoz has served as the Director of Business Development and Technical Services where he was responsible for overseeing the growth of the hydraulic fracturing operations as well as managing the department’s day-to-day technical services. Mr. Muñoz has most recently served as the Vice President of Frac Services where his duties included leading the hydraulic fracturing division through specific efforts to increase operational efficiencies and maximize financial productivity. Mr. Muñoz received a Bachelor of Business Marketing from The University of Texas at the Permian Basin.
		AGE 40 PRESIDENT AND CHIEF OPERATING OFFICER since August 2021

		JOHN J. “JODY” MITCHELL			Jody Mitchell has served as our General Counsel and Corporate Secretary of the Company since January 2023. Prior to his appointment as General Counsel, Mr. Mitchell served as the Company’s Vice President and Deputy General Counsel since April 2021. Before joining the Company, Mr. Mitchell served in various roles at Concho Resources Inc., a hydrocarbon exploration company acquired by ConocoPhillips in 2021, from 2014 to 2021, including Director of Marketing and Midstream and, prior to that, Associate General Counsel. Before joining Concho, Mr. Mitchell served as counsel supporting the upstream and midstream businesses at Petrohawk Energy Corporation and at BHP Billiton following BHP Billiton’s acquisition of Petrohawk. Mr. Mitchell began his career as an associate at Locke Lord Bissell & Liddell LLP, where he concentrated on oil, gas and energy litigation and construction litigation. Mr. Mitchell holds a Bachelor of Arts from the University of Texas and a Juris Doctor from the University of Houston Law Center.
		AGE 40 GENERAL COUNSEL AND CORPORATE SECRETARY since January 2023

		ELO OMAVUEZI			Elo Omavuezi has served as our Chief Accounting Officer since October 2019. Mr. Omavuezi previously served as the Director of Financial Reporting and Technical Accounting of the Company from April 2017 to October 2019. Prior to that, Mr. Omavuezi had over 10 years of accounting, internal controls and management experience serving publicly listed companies in the oilfield service and construction industries during his time with Deloitte. Mr. Omavuezi was previously employed by Deloitte as an Audit Manager from June 2014 to April 2017 and an Audit Senior from January 2007 to April 2014. Mr. Omavuezi holds a Bachelor of Science in Accounting from the University of Benin and a Master’s degree in Finance and Investment with Distinction from Brunel University and is a Certified Public Accountant.
		AGE 40 CHIEF ACCOUNTING OFFICER since October 2019

				Proposal 2—Advisory Vote to Approve Named Executive Officer Compensation

	25			I. EXECUTIVE COMPENSATION HIGHLIGHTS
	25			Named Executive Officers for 2022
	25			2022 Company Performance
	25			Successful Execution of Our Leadership Succession Plan
	26			Fleet Transition Investments, Strategic Growth and ESG Advancement
	27			Guiding Principles
	27			Performance-Based Compensation Philosophy
	28			Compensation Policies and Practices
	28			Say on Pay Advisory Vote
	29			II. WHAT GUIDES OUR PROGRAM
	29			Philosophy and Guiding Principles of Our Compensation Program
	30			How We Make Compensation Decisions
	31			Use of Peer Compensation Data