ProPetro Holding Corp DEF 14A, filed Apr 8, 2025

ProPetro Holding Corp. (PUMP)

DEF 14A 2025-04-08 For: 2025-05-20

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Added on June 12, 2026

About this DEF 14A

ProPetro Holding Corp filed this DEF 14A on April 8, 2025.

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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 2024 Total Recordable Incident Rate of 0.74	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
	13			Director Independence
	13			Board Leadership Structure
	14			Board of Directors and Risk Oversight
	14			Sustainability Initiatives
	15			Communicating with Our Board of Directors
	16			Annual Meeting Attendance
	16			Compensation Committee Interlocks and Insider Participation
	16			Board and Committee Activity and Structure
	19			Role of the Board, Compensation Committee and Our Executive Officers
	19			Role of External Advisors
	20			Director Nominations Process
	20			Director Orientation and Education
	21			Certain Relationships and Related Party Transactions
	22			Director Compensation
	24			Non-Employee Director Stock Ownership Guidelines
	25			EXECUTIVE OFFICERS
	27			EXECUTIVE COMPENSATION
	27			Proposal 2—Advisory Vote to Approve Named Executive Officer Compensation
	28			Proposal 3—Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation
	29			Compensation Discussion and Analysis
	46			Report of the Compensation Committee
	47			Executive Compensation Tables
	47			SUMMARY COMPENSATION TABLE
	48			GRANTS OF PLAN-BASED AWARDS
	49			NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

	49			OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
	50			2024 OPTION EXERCISES AND STOCK VESTED
	50			PENSION BENEFITS
	50			NONQUALIFIED DEFERRED COMPENSATION
	51			POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
	57			Pay versus Performance
	59			NARRATIVE DISCLOSURE TO PAY VERSUS PERFORMANCE TABLE
	60			CEO Pay Ratio
	61			Proposal 4—Approval of The Second Amended and Restated 2020 Long Term Incentive Plan
	61			Background and Purpose of the Proposal
	62			Summary of the Second A&R LTIP
	66			Federal Income Tax Consequences
	66			Tax Consequences to Participants
	69			New Plan Benefits
	69			Equity Compensation Plan Information
	70			Consequences of Failing to Approve the Proposal
	71			AUDIT MATTERS
	71			Proposal 5—Ratification of Appointment of Independent Registered Public Accounting Firm
	73			Auditor Fees for Fiscal Years 2024 and 2023
	73			Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm
	73			Report of the Audit Committee
	75			STOCK OWNERSHIP INFORMATION
	75			Security Ownership of Certain Beneficial Owners and Management
	77			ADDITIONAL INFORMATION
	77			Information about the Annual Meeting and Voting
	82			Information about Stockholder Proposals
	82			Annual Report on Form 10-K
	83			Other Matters

When			Where			Record Date
May 20, 2025 10:00 a.m. Central Time			2518 FM 307 Midland, Texas 79706			March 24, 2025

				OPTIMIZE AND INDUSTRIALIZE
				CAPITAL LIGHT ASSET TRANSITION
				STRATEGIC EXECUTION

Record Date
Stockholders who owned our common stock at the close of business on March 24, 2025 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, on an advisory basis, of the frequency of future advisory votes on compensation of our named executive officers 4 Approval of the Second Amended and Restated 2020 Long-Term Incentive Plan 5 Ratification of the appointment of RSM US LLP as our independent, registered public accounting firm for the fiscal year ending December 31, 2025 6 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 2024 Annual Report on Form 10-K are also available at https://web.viewproxy.com/propetro/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	**

					Committee Memberships
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

	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

Director Skills and Experience
	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

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

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

				ProPetro Board Committees
	Age	Director since	Independent	Audit	Compensation	Nominating & Corporate Governance
Phillip A. Gobe(1)	72	2019
Samuel D. Sledge(2)	38	2021
Spencer D. Armour III	71	2013		*
Mark S. Berg	66	2019
Anthony J. Best(3)	75	2018
G. Larry Lawrence	73	2020		*
Mary P. Ricciardello	69	2023		*
Michele Vion	65	2020
Alex V. Volkov	52	2024
Number of Meetings in 2024		Board—10		10	5	4

		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 served as a director of Pioneer from July 2014 until Pioneer’s merger with ExxonMobil in May 2024. 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 72 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 Master 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 38 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 71 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. Mr. Berg is a senior energy industry executive with extensive commercial and operational experience, including leadership of strategic planning, business development, land, water management, completion and well services, environmental, sustainability, legal, government relations and communications. During his 20-year career with Pioneer, then an NYSE-listed independent oil and gas exploration and production company, first as Executive Vice President & General Counsel from 2005 to 2014 and then as Executive Vice President, Corporate Operations from 2014 until its merger with ExxonMobil in 2024, he played a key role in transforming the company into a major U.S. shale resource developer. He led the negotiating team for the $65 billion merger with ExxonMobil as well as multiple multibillion-dollar mergers, global divestitures, and cross-border joint ventures. Prior to joining Pioneer, Mr. Berg served from 2002 to 2004 as Senior Vice President, General Counsel & Secretary of Hanover Compressor Company, then an NYSE-listed company specializing in natural gas compression and processing, where he instituted disciplined internal controls, resolved a U.S. Securities and Exchange Commission (“SEC”) investigation, and settled securities class action litigation. From 1997 to 2002 he served as Executive Vice President & General Counsel of American General Corporation, a Fortune 200 diversified financial services company, and oversaw its $27 billion merger with American International Group. Mr. Berg began his career 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. From 2018 to 2020, he served on the board of directors of HighPoint Resources, an exploration and production company then listed on the NYSE. Mr. Berg currently serves as the Chairman of the Board of Crystal Clearwater Resources, a leading wastewater solutions company. Mr. Berg also serves on the boards of Oncor Electric Delivery Holdings Company LLC and Oncor Electric Delivery Company LLC, a regulated electricity transmission and distribution company. Additionally, Mr. Berg serves as the founding Vice Chairman of the Permian Strategic Partnership, a coalition of Permian Basin energy companies and higher education institutions focused on supporting public education, healthcare, road safety and workforce development in the Permian Basin region.
		AGE 66 DIRECTOR since February 2019 INDEPENDENT DIRECTOR since May 2024 Mr. Berg was initially appointed to the Board by Pioneer pursuant to the Investor Rights Agreement. COMMITTEES • Nominating and Corporate Governance • Compensation

		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 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 75 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 73 INDEPENDENT DIRECTOR since December 2020 COMMITTEES • Audit

		MARY P. RICCIARDELLO			Mary P. 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 69 INDEPENDENT DIRECTOR since January 2023 COMMITTEES • Audit • Compensation

		MICHELE VION			Michele Vion has served as a member of our Board since 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 65 INDEPENDENT DIRECTOR since February 2020 COMMITTEES • Compensation (Chair) • Nominating and Corporate Governance

		ALEX V. VOLKOV			Alex V. Volkov has served as a member of our Board since May 2024. Mr. Volkov is a seasoned executive with almost three decades of experience in various roles within ExxonMobil. Beginning his journey with the company in 1997, Mr. Volkov has navigated through diverse assignments spanning marketing, business development, supply chain logistics, and strategy development. His international experience includes serving as Vice President of Exxon Neftegas Limited in Moscow, overseeing commercial activities in Russia, and later moving to the United Kingdom to lead international natural gas marketing and trading efforts. In 2019, Mr. Volkov transitioned to Houston as Vice President, Global LNG Marketing, overseeing ExxonMobil’s LNG portfolio globally, a position he held until 2021. Between 2021 and 2023, he held positions as Vice President, Commercial & Power and then as Vice President, Strategy and Business Development, culminating in his current role the Vice President of Commercial & Integration overseeing Unconventional business development, land management, and midstream infrastructure activities. Mr. Volkov is a graduate of The University of Nizhni Novgorod, Russia, and holds an MBA from The University of Alabama.
		AGE 52 INDEPENDENT DIRECTOR since May 2024 Mr. Volkov was appointed to the Board by Pioneer pursuant to the Investor Rights Agreement. COMMITTEES • Nominating and Corporate Governance

Name	Fees Earned or Paid in Cash(1) ($)		Stock Awards(2)(3) ($)		Total ($)
Spencer D. Armour III		90,000		154,993		244,993
Mark S. Berg(4)		59,588		154,997		214,585
Anthony J. Best		130,000		154,993		284,993
Phillip A. Gobe		140,000		154,993		294,993
G. Larry Lawrence		90,000		154,993		244,993
Jack B. Moore		105,000		154,993		259,993
Mary P. Ricciardello		90,000		154,993		244,993
Michele Vion		105,000		154,993		259,993
Alex V. Volkov(5)		―		―		―

Name	Aggregate Number of Stock Awards (#)
Spencer D. Armour III		17,939
Mark S. Berg(a)		16,454
Anthony J. Best		17,939
Phillip A. Gobe		17,939
G. Larry Lawrence		17,939
Jack B. Moore		17,939
Mary P. Ricciardello		17,939
Michele Vion		17,939
Alex V. Volkov(b)		―

Name	Age	Position with ProPetro Holding Corp	Executive Officer since
Samuel D. Sledge	38	Chief Executive Officer and Director	2020
Adam Muñoz	42	President and Chief Operating Officer	2020
John J. “Jody” Mitchell	42	General Counsel and Corporate Secretary	2023
Shelby Fietz	43	Chief Commercial Officer	2023
Celina A. Davila	44	Chief Accounting Officer	2023

		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 42 PRESIDENT AND CHIEF OPERATING OFFICER since October 2020

		JOHN J. “JODY” MITCHELL			Jody Mitchell has served as our General Counsel and Corporate Secretary 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 42 GENERAL COUNSEL AND CORPORATE SECRETARY since January 2023

		SHELBY K. FIETZ			Shelby Fietz has served as our Chief Commercial Officer 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 43 CHIEF COMMERCIAL SECRETARY since November 2023

		CELINA M. 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 of Business Administration degree from Texas Tech University.
		AGE 44 CHIEF ACCOUNTING OFFICER since November 2023

	30			I. EXECUTIVE COMPENSATION HIGHLIGHTS
	30			2024 Company Performance
	30			Strong Operational Performance, Dynamic Capital Management and Establishment of PROPWRSM Business
	31			Guiding Principles
	31			Performance-Based Compensation Philosophy and Pay Mix
	32			Compensation Policies and Practices
	32			SAY-ON-PAY ADVISORY VOTE AND STOCKHOLDER ENGAGEMENT
	33			II. WHAT GUIDES OUR PROGRAM
	33			Philosophy and Guiding Principles of Our Compensation Program
	34			How We Make Compensation Decisions
	35			Use of Peer Compensation Data

	35			III. ELEMENTS OF COMPENSATION AND 2024 DECISIONS IN DETAIL
	36			Base Salary
	36			Annual Cash Incentive Awards
	41			Long Term Incentive Awards
	42			Employee Benefits, Perquisites, and Special Payments
	43			IV. OTHER COMPENSATION PRACTICES, POLICIES AND GUIDELINES
	43			Executive Severance Plan
	43			Employee Compensation Claw-Back Policy
	44			Executive Stock Ownership Policy
	44			No Tax Gross-Ups
	44			Regulatory Considerations
	45			Compensation Risk Assessment