ProPetro Holding Corp DEF 14A, filed Mar 21, 2024

ProPetro Holding Corp. (PUMP)

DEF 14A 2024-03-21 For: 2024-04-23

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Added on June 12, 2026

About this DEF 14A

ProPetro Holding Corp filed this DEF 14A on March 21, 2024.

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Permian Focus	Blue Chip Customers	Superior Performance	Sustainable Future
Positioned in a low-cost basin with sector-leading operating scale	Large drilling inventories and sizeable rig programs	Consistently outperforming the competition on location and serving as an 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 2023 Total Recordable Incident Rate of 0.68	Focused on technological improvements to optimize our performance	Continued investment in our community and commitment to strong governance

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

	46			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			2022 Options Exercises and Stock Vested
	50			Pension Benefits
	50			Nonqualified Deferred Compensation
	51			Potential Payments Upon Termination or Change in Control
	56			Pay Versus Performance
	60			CEO Pay Ratio
	60			Equity Compensation Plan Information
	61			AUDIT MATTERS
	61			Proposal 3―Ratification of Appointment of Independent Registered Public Accounting Firm
	63			Auditor Fees for Fiscal Years 2023 and 2022
	63			Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm
	63			Report of the Audit Committee
	65			STOCK OWNERSHIP INFORMATION
	65			Security Ownership of Certain Beneficial Owners and Management
	67			ADDITIONAL INFORMATION
	67			Information about the Annual Meeting and Voting
	72			Information about Stockholder Proposals
	72			Annual Report on Form 10-K
	73			Other Matters

When			Where			Record Date
April 23, 2024 10:00 a.m. Central Time			2518 FM 307 Midland, Texas 79706			February 26, 2024

				OPTIMIZE AND INDUSTRIALIZE
				CAPITAL LIGHT ASSET TRANSITION
				STRATEGIC EXECUTION

Record Date
Stockholders who owned our common stock at the close of business on February 26, 2024 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 Ratification of the appointment of RSM US LLP as our independent, registered public accounting firm for the fiscal year ending December 31, 2024 4 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 notice and the accompanying proxy statement, proxy card and our 2023 Annual Report on Form 10-K are first being mailed to stockholders on or about March 21, 2024. The proxy statement and our 2023 Annual Report on Form 10-K are also available at http://www.viewproxy.com/propetro/2024

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	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

					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	*

	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

Director Skills and Experience
	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

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

				ProPetro Board Committees
Name	Age	Director since	Independent	Audit	Compensation	Nominating & Corporate Governance
Phillip A. Gobe(1)	71	2019
Samuel D. Sledge(2)	37	2021
Spencer D. Armour III	70	2013		*
Mark S. Berg	65	2019
Anthony J. Best(3)	74	2018
G. Larry Lawrence	72	2020		*
Jack B. Moore	70	2017		*
Mary P. Ricciardello	68	2023		*
Michele Vion	64	2020
Number of Meetings in 2023		Board—7		9	7	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 previously served as Chairman of the Board for Pantheon Resources plc until his June 2023 retirement. He also 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 (“ARCO”) 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 71 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 ProPetro’s 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 37 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 boards of Viper Energy, Inc. and 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 70 DIRECTOR since February 2013 INDEPENDENT DIRECTOR since March 2020 COMMITTEES • Nominating and Corporate Governance

		MARK S. BERG			Mark Berg currently serves as the Executive Vice President, Corporate Operations for Pioneer Natural Resources Company (“Pioneer”), where he serves on the Executive Committee and oversees Business Development, Strategy, Land, Water Management, and Facilities. Mr. Berg has almost nineteen 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, focused on mergers, acquisitions and international project development. In 1997, he joined American General Corporation, a Fortune 200 diversified financial services company, as Executive Vice President, General Counsel and Secretary, and ultimately oversaw its merger with American International Group (“AIG”) in 2001. Following the AIG merger, Mr. Berg joined Hanover Compressor Company, a NYSE company specializing in natural gas compression and processing, as Senior Vice President, General Counsel and Secretary. 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 is the founding Vice Chairman of the Permian Strategic Partnership, established in 2019, a position in which he still serves, and he served as a member of the Board of Directors of HighPoint Resources Corporation from March 2018 to June 2020. Mr. Berg’s experience in significant management roles and his broad experience in the energy industry make him well suited to serve as a director.
		AGE 65 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 40 years of experience in the energy industry. Mr. Best retired as the Chairman of the board of Newpark Resources in May 2023. He was previously a director with Quantum Energy Partners’ (“Quantum”) portfolio companies, ExL Petroleum and Middle Fork Energy Partners, and also served as Senior Advisor for Quantum. 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 (“ARCO”), 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 74 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 E&P company, for two years. He has also held finance and management consulting positions for Parson Group, ARCO 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 72 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 70 INDEPENDENT DIRECTOR since March 2017 COMMITTEES • Compensation • Nominating and Corporate Governance (Chair)

		MARY P. RICCIARDELLO			Ms. Ricciardello has served as a member of our Board since January 2023. Ms. Ricciardello currently serves as a director, Audit Committee member and Corporate Governance, Nominating and Sustainability Committee member at Eagle Materials Inc. Ms. Ricciardello previously served as a director at Devon Energy from 2008 to 2021, Noble Corporation from 2003 to 2020, Enlink Midstream from 2014 to 2018, Midstates Petroleum from 2010 to 2013 and U.S. Concrete from 2003 to 2010. Beginning in 1982, Ms. Ricciardello enjoyed a distinguished, two-decade career at Reliant Energy Inc. (“Reliant”) and its predecessor, Houston Lighting & Power Company, an electricity generation and retail services company, where she held several roles of increasing responsibility in the financial services and treasury functions. In 1996, Ms. Ricciardello was appointed as Reliant’s Vice President and Comptroller and she served as its Senior Vice President and Chief Accounting Officer from 1999 until her retirement in 2002. Ms. Ricciardello earned a Bachelor of Science degree in Business Administration from the University of South Dakota and an MBA from the University of Houston. She is also a Texas licensed Certified Public Accountant and earned a CERT Certificate in Cybersecurity from Carnegie Mellon University. We believe that Ms. Ricciardello is well suited to serve as a director based on her accounting and financial expertise and public company board and committee experience.
		AGE 68 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 E&P 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 previously served as Compensation Committee Chair and as a member of the Audit Committee of Boingo Wireless, Inc.’s Board of Directors, roles she held from 2018 until Boingo’s acquisition by Digital Colony Management, LLC in June 2021. 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 holds a Bachelor of Arts 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 64 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		139,999		229,999
Mark S. Berg(3)		―		―		―
Anthony J. Best		127,500		139,999		267,499
Phillip A. Gobe		140,000		139,999		279,999
G. Larry Lawrence		90,000		139,999		229,999
Jack B. Moore		102,500		139,999		242,499
Mary P. Ricciardello		85,700		139,999		224,999
Michele Vion		105,000		139,999		244,999

Name	Aggregate Number of Stock Awards (#)
Spencer D. Armour III		21,116
Mark S. Berg(1)		―
Anthony J. Best		21,116
Phillip A. Gobe		21,116
G. Larry Lawrence		21,116
Jack B. Moore		21,116
Michele Vion		21,116

Name	Age	Position with ProPetro Holding Corp	Executive Officer since
Samuel D. Sledge	37	Chief Executive Officer and Director	2020
David S. Schorlemer	57	Chief Financial Officer	2020
Adam Muñoz	41	President and Chief Operating Officer	2020
John J. “Jody” Mitchell	41	General Counsel and Corporate Secretary	2023
Shelby Fietz	42	Chief Commercial Officer	2023
Celina A. Davila(1)	43	Chief Accounting Officer	2023

		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 57 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 41 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 (“Concho”), 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 (“Petrohawk”) 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 41 GENERAL COUNSEL AND CORPORATE SECRETARY since January 2023

		SHELBY K. FIETZ			Shelby Fietz has served as our Chief Commercial Officer of the Company since November 2023. Mr. Fietz joined ProPetro in 2012, and prior to his appointment as Chief Commercial Officer, Mr. Fietz served as the Company’s Vice President of Commercial, leading the business development, sales, supply chain, and marketing functions. He also previously held the position of Vice President of Business Development, Sales and Marketing, while also leading our supply chain organization. Prior to his appointment as an officer, Mr. Fietz held roles of increasing responsibility within ProPetro in both operations and business development. Mr. Fietz also serves in a leadership capacity with the Permian Basin Chapter of the Energy Workforce and Technology Council. Mr. Fietz holds a Bachelor of Science from Angelo State University.
		AGE 42 CHIEF COMMERCIAL OFFICER since November 2023

		CELINA A. DAVILA			Celina Davila has served as our Chief Accounting Officer since November 2023. Prior to her appointment as Chief Accounting Officer, Ms. Davila served as the Company’s Director of Accounting and Corporate Controller since August 2022 and as Corporate Controller since October 2019. Ms. Davila joined the Company in January 2019 as Hydraulic Fracturing Controller. Prior to joining the Company, Ms. Davila served in various roles at Pioneer, a leading independent natural resources company, from 2012 to 2018, including Accounting Manager and, prior to that, Accounting Supervisor. Ms. Davila began her career as a Senior Auditor at Johnson, Miller, and Co. Ms. Davila is a Certified Public Accountant and holds a Bachelor of Arts in Accounting and a Master in Business Administration degree from Texas Tech University.
		AGE 43 CHIEF ACCOUNTING OFFICER since November 2023

				Proposal 2—Advisory Vote to Approve Named Executive Officer Compensation