Controls and Procedures
−Removed: In May 2019, the Audit Committee (the “Committee”) of the Board, with assistance of independent outside counsel and accounting advisors, conducted an internal review initially focused on the Company’s disclosure of agreements previously entered into with AFGlobal Corporation for the purchase of Durastim® hydraulic fracturing fleets and effective communications related thereto.
−Removed: The review was later expanded (collectively referred to as the “Expanded Audit Committee Review”) to, among other items, review expense reimbursements, certain transactions involving related parties or potential conflicts of interest, and certain transactions entered into by our former Chief Executive Officer (the “former CEO”).
−Removed: The Expanded Audit Committee Review did not identify any material accounting errors in the consolidated financial statements included in the 2018 Annual Report and the 2019 First Quarter 10-Q.
−Removed: Based on the Expanded Audit Committee Review, current management determined that there were deficiencies in the design and/or operation of internal controls that constituted material weaknesses.
−Removed: Current management determined that the tone from former executive management was insufficient to create the proper environment for effective internal control over financial reporting, which led to the failure of controls in other areas as further described below.
Evaluation of Disclosure Controls and Procedures
−Removed: Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2019 and 2018, and March 31, June 30, and September 30, 2019.
−Removed: Previously, based on their prior evaluation, our former Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2018 and March 31, 2019.
−Removed: As a result of the material weaknesses in our internal control over financial reporting described below, our current Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2019 and 2018, and March 31, June 30, and September 30, 2019.
−Removed: Notwithstanding the conclusion by our Principal Executive Officer and Principal Financial Officer that our disclosure controls and procedures as of December 31, 2019 were not effective, and notwithstanding the material weaknesses in our internal control over financial reporting described below, our management has concluded that our consolidated financial statements included in each of (i) this Annual Report on Form 10-K, (ii) the 2018 Annual Report, (iii) the 2019 First Quarter 10-Q (iv) the Quarterly Report on Form 10-Q for the three months ended June 30, 2019 and (v) the Quarterly Report on Form 10-Q for the three months ended September 30, 2019, present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America (“U.S.
+Added: We maintain disclosure controls and procedures that are designed to provide reasonable assurance that the information required to be disclosed by us in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
+Added: As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.
+Added: Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2020.
Management’s Report on Internal Control over Financial Reporting
10 unchanged sentences
The Company intends to continually improve and refine its internal controls.
−Removed: Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our internal control over financial reporting as of December 31, 2019 and 2018 based on criteria established in the 2013 Internal Control-Integrated Framework issued by COSO.
−Removed: Previously, based upon that evaluation by our former Principal Executive Officer and Principal Financial
−Removed: Officer, we determined that our internal control over financial reporting was effective as of December 31, 2018.
−Removed: However, as discussed above and in light of the results of the Expanded Audit Committee Review, based upon the evaluation under these criteria and upon the existence of the material weaknesses described below, management, with the participation of our current Principal Executive Officer and Principal Financial Officer, determined that we did not maintain effective internal control over financial reporting as of December 31, 2019 and 2018.
−Removed: Due to the existence of the material weaknesses described below, our internal control over financial reporting remained ineffective as of March 31, June 30, and September 30, 2019.
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.
−Removed: Control Environment
−Removed: We have identified deficiencies in the principles associated with the control environment component of the COSO framework.
−Removed: Specifically, these control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to the following COSO principles :
−Removed: (i) the organization demonstrates a commitment to integrity and ethical values, (ii) the board of directors demonstrates independence from management and exercises oversight of the development and performance of internal control, (iii) management establishes, with board oversight, structures, reporting lines, and appropriate authorities and responsibilities in pursuit of objectives, (iv) the organization demonstrates a commitment to attract, develop, and retain competent individuals in alignment with objectives, and (v) the organization holds individuals accountable for their internal control related responsibilities in the pursuit of objectives.
−Removed: Our senior management did not establish and promote a control environment with an appropriate tone of compliance and control consciousness throughout the entire Company.
−Removed: The Company did not sufficiently promote, monitor or enforce adherence to its Code of Conduct and Ethics.
−Removed: Additionally, the Expanded Audit Committee Review found that there was a general lack of focus on promoting a culture of compliance within the Company.
−Removed: Results of poor tone at the top included:
−Removed: (i) certain whistleblower allegations were not properly investigated and elevated to the Committee, (ii) the lack of an employee expense review and approval policy, (iii) two instances of non-compliance with the Company’s Insider Trading Policy, and (iv) instances of non-compliance with the Code of Conduct and Ethics policies.
−Removed: This material weakness in the control environment contributed to material weaknesses in the following components of the COSO framework.
−Removed: Information and Communication
−Removed: We have identified deficiencies in the principles associated with the information and communication component of the COSO framework.
−Removed: Specifically, these control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to the following COSO principles :
−Removed: (i) the organization internally communicates information, including objectives and responsibilities for internal control, necessary to support the functioning of internal control, and (ii) the organization communicates with external parties regarding matters affecting the functioning of internal control.
−Removed: Factors contributing to the material weakness included miscommunication between management and the Board regarding the conditionality of certain contracts that resulted in the non-disclosure of such contract commitments and the impact of such commitments on the Company’s future liquidity.
−Removed: Control Activities
−Removed: We have identified deficiencies in the principles associated with the control activities component of the COSO framework.
−Removed: Specifically, these control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to the following COSO principles :
−Removed: (i) the organization selects and develops control activities that contribute to the mitigation of risks to the achievement of objectives to acceptable levels and (ii) the organization deploys control activities through policies that establish what is expected and procedures that put policies into action.
−Removed: The Company’s failure to maintain appropriate tone at the top had a pervasive impact, and as such, resulted in a risk that could have impacted virtually all financial statement account balances and disclosures.
−Removed: The COSO component material weaknesses described above contributed to the following material weakness within our system of internal control over financial reporting at the control activity level.
−Removed: Related Parties
−Removed: We did not maintain controls designed to sufficiently identify, evaluate, and disclose related party transactions.
−Removed: As a result, two related party transactions were entered into that were not identified by the Company’s controls and given consideration of appropriate disclosure.
−Removed: Our independent registered public accounting firm, Deloitte & Touche LLP, has audited the consolidated financial statements as of and for the year ended December 31, 2019, and has also issued their report on the effectiveness of the Company’s internal control over financial reporting, included in this report on pages 53 and 54.
−Removed: Remediation Plan and Status
−Removed: Our remediation efforts are ongoing, and we will continue our initiatives to implement and document policies, procedures, and internal controls.
−Removed: The Board and management have implemented, among other items, the following measures to address the material weaknesses identified:
−Removed: Appointed new executive officers with extensive public company experience to improve the tone at the top, communication with the Board and compliance with policies within the Company.
−Removed: Enhanced certain of the Company’s policies, including the Code of Ethics and Conduct, Expense Reimbursement, Travel and Entertainment, and Delegation of Responsibilities and Authority.
−Removed: Additionally, the Company enhanced or implemented control activities to monitor compliance with such policies.
−Removed: Designed and implemented control activities related to the identification of, approval of, and disclosure of related party transactions.
−Removed: Designed and implemented control activities related to the identification and approval of potential conflicts of interest.
−Removed: Designed and implemented control activities related to the evaluation of whistleblower allegations.
−Removed: Formed a disclosure committee and appointed a Chief Disclosure Officer to provide improved corporate governance related to disclosures the Company provides to the public and other external parties.
−Removed: Our remediation of the identified material weaknesses and strengthening our internal control environment is ongoing and will require a substantial effort.
−Removed: We will test the ongoing design and implementation and operating effectiveness of the new and existing controls in future periods.
−Removed: The material weaknesses cannot be considered remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are designed and operating effectively.
−Removed: Accordingly, we will continue to monitor and evaluate the effectiveness of our internal control over financial reporting in the areas affected by the material weaknesses described above.
+Added: Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our internal control over financial reporting as of December 31, 2020 based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: Based on this evaluation, management believes that ProPetro Holding Corp.
+Added: maintained effective internal control over financial reporting as of December 31, 2020.
+Added: The independent registered public accounting firm, Deloitte & Touche LLP, has audited the consolidated financial statements as of and for the year ended December 31, 2020, and has also issued their report on the effectiveness of the Company’s internal control over financial reporting, included in this report on page 53.
Changes in Internal Control over Financial Reporting
−Removed: Except as described above, there were no changes in our system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in our system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Other Information
Directors, Executive Officers and Corporate Governance
−Removed: Below are the current directors of the Board, executive officers and certain other key officers, and certain information concerning those individuals follows the table:
−Removed: Position with ProPetro Holding Corp.
−Removed: Director Since
−Removed: Executive Officer Since
−Removed: Chief Executive Officer and Chairman of the Board
−Removed: Chief Financial Officer
−Removed: Chief Operating Officer
−Removed: “Trey” Wilson III
−Removed: General Counsel and Corporate Secretary
−Removed: Chief Accounting Officer
−Removed: Chief Strategy and Administrative Officer
−Removed: Adam Muñoz (2)
−Removed: Senior Vice President of Operations
−Removed: Armour III (3)
−Removed: Anthony Best (4)(5)(7)(8)
−Removed: Pryor Blackwell (5)(6)(9)
−Removed: Douglas (4)(6)
−Removed: Moore (4)(5)(6)(10)
−Removed: Gobe was appointed to the Board as a director and Chairman of the Board on July 11, 2019 and was subsequently appointed to the role of Executive Chairman and principal executive officer on October 3, 2019.
−Removed: On March 13, 2020, Mr.
−Removed: Gobe assumed role of Chief Executive Officer and Chairman of the Board.
−Removed: On March 13, 2020, Mr.
−Removed: Sledge and Mr.
−Removed: Muñoz were promoted to the positions of Chief Strategy and Administrative Officer and Senior Vice President of Operations, respectively.
−Removed: Armour resigned as Chairman of the Board effective July 11, 2019, but remains a member of the Board.
−Removed: Member of the Audit Committee.
−Removed: Member of the Compensation Committee.
−Removed: Member of the Nominating and Corporate Governance Committee.
−Removed: Lead Independent Director of the Board, effective October 3, 2019 .
−Removed: Chairman of the Audit Committee.
−Removed: Chairman of the Compensation Committee.
−Removed: Chairman of the Nominating and Corporate Governance Committee.
−Removed: Gobe began serving as our Chairman of the Board in July of 2019.
−Removed: Gobe has served as Chief Executive Officer since March 13, 2020 and prior to that as our Executive Chairman since October 2019.
−Removed: Gobe, has served as a director of Pioneer Natural Resources Company (“Pioneer”) since July 2014.
−Removed: Gobe also serves as a director of Pantheon Resources plc and previously served as a director of Pioneer Southwest Energy Partners L.P.
−Removed: Gobe joined Energy Partners, Ltd.
−Removed: as Chief Operating Officer in December 2004 and became President in May 2005, and served in those capacities until his retirement in September 2007.
−Removed: Gobe also served as a director of Energy Partners, Ltd.
−Removed: from November 2005 until May 2008.
−Removed: Prior to that, Mr.
−Removed: Gobe served as Chief Operating Officer of Nuevo Energy Company from February 2001 until its acquisition by Plains Exploration & Production Company in May 2004.
−Removed: Prior to that time, he held numerous operations and human resources positions with Vastar Resources, Inc.
−Removed: and Atlantic Richfield Company and its subsidiaries.
−Removed: Gobe has a Bachelor of Arts degree from the University of Texas and a Master of Business Administration
−Removed: degree from the University of Louisiana in Lafayette.
−Removed: Gobe’s extensive experience in the energy industry, including service as a director to public corporations in the industry, make him well suited to serve as Executive Chairman and Chairman of the Board of Directors.
−Removed: Holderness has served as our Chief Financial Officer since April 10, 2020 and prior to that as Interim Chief Financial Officer since October 2019.
−Removed: Mr Holderness, previously served as the Senior Vice President, Chief Financial Officer and Treasurer of Concho Resources Inc.
−Removed: (“Concho”) from May 2015 to May 2016 and served as an adviser to Concho from May 2016 to January 2017.
−Removed: Holderness previously served as the Senior Vice President and Chief Financial Officer of Concho from October 2012 to May 2015, the Senior Vice President, Chief Financial Officer and Treasurer from October 2010 to October 2012 and was the Vice President - Chief Financial Officer and Treasurer from August 2008 to October 2010.
−Removed: From May 2008 until August 2008, Mr.
−Removed: Holderness was employed by Eagle Rock Energy Partners, L.P.
−Removed: as Senior Vice President and Chief Financial Officer.
−Removed: From November 2004 until May 2008, Mr.
−Removed: Holderness served as Vice President and Chief Accounting Officer of Pioneer Natural Resources Company.
−Removed: Holderness currently serves as the Chairman of the board of directors and Chairman of the audit committee of Penn Virginia Corporation.
−Removed: Holderness holds a Bachelor of Business Administration degree in Accounting from Boise State University and is a Certified Public Accountant.
−Removed: David Sledge has served as our Chief Operating Officer since 2011.
−Removed: Sledge has over 40 years of experience in the energy services industry, Mr.
−Removed: Sledge served on the Board of Directors for Comstock Resources, Inc.
−Removed: from 1996 to 2018.
−Removed: Prior to joining ProPetro Mr.
−Removed: Sledge was Vice President - Drilling for Basic Energy Services from 2007 to 2009.
−Removed: Sledge was President and Chief Operating Officer of Sledge Drilling Corp., which was sold to Basic Energy Services in 2007.
−Removed: Sledge received a B.B.A.
−Removed: in Management from Baylor University.
−Removed: “Trey” Wilson III
−Removed: Trey Wilson has served as our General Counsel and Corporate Secretary since September 2019.
−Removed: Wilson served as the Chief Executive Officer of WLP/Westex Well Services & Wilson Systems from April 2018 to September 2019.
−Removed: Wilson previously served as the President and Chief Executive Officer of MBI Energy Services from July 2016 to March 2018.
−Removed: From 2005 to May 2015, Mr.
−Removed: Wilson served in various roles for Key Energy Services, Inc., including Executive Vice President and Chief Operating Officer and, prior to that, Senior Vice Present, General Counsel and Secretary.
−Removed: Wilson also served as Senior Vice Present, General Counsel and Secretary of Forest Oil Corporation from 2000 to 2005.
−Removed: Wilson has graduated from the Harvard Business School Executive Leadership Program, holds a Bachelor of Business Administration from Southern Methodist University, and holds a Juris Doctor from the University of Texas.
−Removed: Elo Omavuezi has served as our Chief Accounting Officer since October 2019.
−Removed: Omavuezi previously served as the Director of Financial Reporting and Technical Accounting of the Company from April 2017 to October 2019.
−Removed: Prior to that, Mr.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Sledge has served as our Chief Strategy and Administrative Officer since March 2020.
−Removed: Mr Sledge has significant experience with ProPetro having joined the Company in 2011.
−Removed: 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.
−Removed: Sledge has most recently 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.
−Removed: Sledge received a Bachelor of Business Administration and a Masters of Business Administration from Baylor University.
−Removed: Adam Muñoz has served as our Senior Vice President of Operations since March 2020.
−Removed: Muñoz joined the Company in 2010 to initiate ProPetro’s Permian pressure pumping operation.
−Removed: Prior to joining ProPetro, Mr.
−Removed: Muñoz held sales and operations roles at Frac Tech Services and Weatherford International.
−Removed: Since joining ProPetro, Mr.
−Removed: 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.
−Removed: 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.
−Removed: Muñoz received a Bachelor of Business Marketing from the University of Texas at the Permian Basin.
−Removed: Armour III has served as a member of our Board since February 2013.
−Removed: Armour has over 30 years of executive and entrepreneurial experience in the energy services industry.
−Removed: Armour served as President of PT Petroleum LLC in Midland, Texas from 2011 to 2018.
−Removed: He was the Vice President of Corporate Development for Basic Energy Services, Inc.
−Removed: from 2007 to 2008, which acquired Sledge Drilling Corp., a company Mr.
−Removed: Armour co‑founded and served as Chief Executive Officer from 2005 to 2006.
−Removed: From 1998 through 2005, he served as Executive Vice President of Patterson‑UTI Energy, Inc., which acquired Lone Star Mud, Inc., a company Mr.
−Removed: Armour founded and served as President from 1986 to 1997.
−Removed: He currently serves on the board of Viper Energy Partners, LP and the board of CES Energy Solutions Corp.
−Removed: Armour received a B.S.
−Removed: in Economics from the University of Houston in 1977 and served on the University of Houston System Board of Regents from 2011 until 2018.
−Removed: We believe that Mr.
−Removed: Armour’s extensive experience in the energy services industry and his deep knowledge of the industry dynamics within the Permian Basin make him well suited to serve as a director.
−Removed: 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.
−Removed: Berg currently serves as the Executive Vice President, Corporate Operations for Pioneer, where he serves on the Management Committee and oversees Business Development, Land, Water Management and Well Services, Government Affairs and Corporate Communications, Environmental and Sustainable Development and Facilities.
−Removed: 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.
−Removed: He began his career in 1983 with the Houston-based law firm Vinson & Elkins L.L.P.
−Removed: and served as a partner from 1990 through 1997.
−Removed: 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.
−Removed: Subsequent to the sale of American General to American International Group, Mr.
−Removed: Berg was appointed Senior Vice President, General Counsel and Secretary of Hanover Compressor Company, a NYSE company specializing in natural gas compression and processing.
−Removed: 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.
−Removed: Berg served as a member of the board of directors of HighPoint Resources Corporation from March 2018 to June 2020.
−Removed: We believe that Mr.
−Removed: 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.
−Removed: Anthony Best has served as a member of our Board since January 2018 and was elected to serve as Lead Independent Director in October 2019.
−Removed: Best has over 40 years of experience in the energy industry, and has served as a Senior Advisor for Quantum Energy Partners (“Quantum”) since August 2015.
−Removed: Prior to joining Quantum, Mr.
−Removed: Best served in various roles with SM Energy Company, commencing in 2006 as its President and Chief Operating Officer, and as its Chief Executive Officer from February 2007 through January 2015.
−Removed: From 2003 to 2005, Mr.
−Removed: Best served as President and Chief Executive Officer of Pure Resources, Inc., a Unocal development and exploration company.
−Removed: From 2000 to 2003, Mr.
−Removed: 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.
−Removed: Best served in various roles of increasing responsibility at Atlantic Richfield Company, culminating in the position of President, ARCO Latin America.
−Removed: Best holds a Master of Science in Engineering Management from the University of Alaska, and a Bachelor of Science in Mechanical Engineering from Texas A&M University.
−Removed: Prior to beginning his business career, Mr.
−Removed: Best served five years as an engineering officer in the United States Air Force.
−Removed: Best currently serves as the Chairman of the Board of Newpark Resources;
−Removed: is a director on the board of ExL Petroleum LP, a Quantum portfolio company.
−Removed: We believe that Mr.
−Removed: 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.
−Removed: Pryor Blackwell
−Removed: Pryor Blackwell has served as a member of our Board since December 2017.
−Removed: Blackwell has over 30 years of experience as an entrepreneur and senior executive in the commercial real estate development and investment business.
−Removed: Blackwell is a partner with Bandera Ventures, a private commercial real estate development and investment firm, which he co‑founded in 2003.
−Removed: Prior to founding Bandera Ventures, Mr.
−Removed: Blackwell was employed by Trammell Crow Company for 18 years where he served in numerous leadership capacities, including:
−Removed: President-Development & Investment Group from 2001 to 2003, Chief Operating Officer from 1998 to 2001, Chief Operating Officer-Western Operations from 1997 to 1998, Area President from 1996 to 1997, President/Chief Executive Officer-DFW from 1993 to 1997, President/Chief Executive Officer-Central Office Group from 1991 to 1993, and Partner from 1987 to 1991.
−Removed: Blackwell was a member of the Trammell Crow Company Executive Committee, Operating Committee, Investment Committee, and served on the Board of Directors from 1993 to 2002.
−Removed: Blackwell holds a Bachelor of Business Administration degree in Finance from Texas Tech University.
−Removed: We believe that Mr.
−Removed: Blackwell’s financial and investment experience provides a diverse perspective from outside the energy industry and makes him well suited to serve as a director.
−Removed: Choka was appointed to our Board in February 2020.
−Removed: Choka is Vice President, Human Resources at HighPoint Resources, a successor to the Bill Barret Corporation, a development and exploratory property company, a position she has held since August 2010.
−Removed: Choka previously was 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.
−Removed: Choka was also previously employed at Sun Microsystems, Inc., a computer networking company, in a variety of positions, and held senior human resource and compensation positions at Storage Technology Corporation, a data management and storage company;
−Removed: Electronic Data Systems Corporation, a global technology services company;
−Removed: and JP Morgan, a global financial services firm.
−Removed: Prior to joining JP Morgan, Ms.
−Removed: Choka served in an accounting position as a Regional Controller for the Eastern Region at Sony Corporation of America.
−Removed: Choka also served on the board and various committees, which included her position as Chair of the Compensation Committee, of Callidus Software Inc., a publicly-traded cloud-based software company, from September 2005 to February 2017 and Chair of the Compensation Committee and as a member of the Audit Committee, of Boingo Wireless Inc., a publicly-traded Wi-Fi company since February 2019.
−Removed: Choka holds a B.A.
−Removed: in East Asian Studies and Economics from Wesleyan University.
−Removed: We believe that Ms.
−Removed: Choka should serve as a director based on her executive leadership experience in human resources and accounting and public company board and committee experience.
−Removed: Douglas has served as a member of our Board since March 2017.
−Removed: Douglas is a shareholder of Johnson, Miller & Co.
−Removed: where he has worked for 25 years.
−Removed: Douglas is a Certified Public Accountant with over 37 years of experience in accounting and audit activities.
−Removed: Prior to joining Johnson, Miller & Co., Mr.
−Removed: Douglas was a Certified Public
−Removed: Accountant at KPMG LLP for twelve years.
−Removed: Douglas received a B.B.A.
−Removed: in accounting from Texas Tech University.
−Removed: We believe that Mr.
−Removed: Douglas’s extensive accounting and auditing experience make him well suited to serve as a director.
−Removed: Moore has served as a member of our Board since March 2017.
−Removed: Moore most recently served as President and Chief Executive Officer of Cameron International Corporation 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 2016.
−Removed: Moore served as President and Chief Operating Officer of Baker Hughes Incorporated, where he was employed for over 20 years.
−Removed: Moore currently serves on the University of Houston System Board of Regents and actively serves in leadership positions with the American Heart Association and Memorial Assistance Ministries.
−Removed: Moore is a graduate of the University of Houston with a B.B.A degree and attended the Advanced Management Program at Harvard Business School.
−Removed: We believe that Mr.
−Removed: 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 make him well suited to serve as a director.
−Removed: CORPORATE GOVERNANCE
−Removed: Board Leadership Structure
−Removed: Our Board has adopted our Corporate Governance Guidelines, which is available on our website, www.propetroservices.com in the “Corporate Governance” subsection of the “Investors” section.
−Removed: Our Corporate Governance Guidelines provide that if the Chairman of the Board is a member of management or does not otherwise qualify as independent, the independent directors may elect a lead independent director.
−Removed: At present, the Board has chosen to combine the positions of Chairman and Chief Executive Officer.
−Removed: While the Board believes it is important to retain the flexibility to determine whether the roles of Chairman and Chief Executive Officer should be separated or combined in one individual, the Board believes that Mr.
−Removed: Gobe is the individual with the necessary experience, commitment and support of the other members of the Board to effectively carry out the role of Chairman.
−Removed: The Board believes this structure promotes better alignment of strategic development and execution, more effective implementation of strategic initiatives and clearer accountability for the Company’s success or failure.
−Removed: Moreover, the Board believes that combining the Chairman and Chief Executive Officer positions does not impede independent oversight of the Company, particularly given the designation of a Lead Independent Director as discussed below.
−Removed: In addition, five of the eight members of the Board are independent under NYSE listing standards.
−Removed: The Board designated Mr.
−Removed: Best, an independent director, to serve as the Lead Independent Director.
−Removed: In this capacity Mr.
−Removed: Best provides, in conjunction with the Chairman, leadership and guidance to the Board.
−Removed: Lead Independent Director Responsibilities
−Removed: Preside over all meetings of the Board at which the Chairman of the Board is not present, including any executive sessions of the independent directors.
−Removed: Approve Board meeting schedules and agendas.
−Removed: Act as the liaison between the independent directors and the Chief Executive Officer and Chairman of the Board.
−Removed: Interested parties who wish to communicate with the Board, its committees, the Chairman, the Lead Independent Director or any other individual director should follow the procedures described below under “Communication with our Board of Directors.”
−Removed: To facilitate candid discussion among the Company’s directors, the non-management directors meet in executive session in conjunction with each regular board meeting and as otherwise determined by the Lead Independent Director.
−Removed: In addition, at least once a year, the non-management directors who are independent under NYSE listing standards meet in executive session in conjunction with a regular board meeting.
−Removed: Board of Directors and Risk Oversight
−Removed: In the normal course of its business, we are exposed to a variety of risks, including market risks relating to changes in commodity prices, interest rates, political risks and credit and investment risk.
−Removed: The Board oversees our strategic direction, and in doing so considers the potential rewards and risks of our business opportunities and challenges, and monitors the development and management of risks that impact our strategic goals.
−Removed: The Audit Committee assists the Board in fulfilling its oversight responsibilities by monitoring the effectiveness of our systems of financial reporting, auditing, internal controls and legal and regulatory compliance.
−Removed: The Nominating and Corporate Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, membership and structure, succession planning for our directors and executive officers and corporate governance.
−Removed: The Compensation Committee assists the Board in fulfilling its oversight responsibilities by overseeing our compensation policies and practices.
−Removed: The Board does not believe that its role in the oversight of our risks affects the Board’s leadership structure.
−Removed: Communicating with our Board of Directors
−Removed: Stockholders and other interested parties may communicate with our Board by writing to:
−Removed: ProPetro Holding Corp., P.O.
−Removed: Box 873, Midland, Texas 79702.
−Removed: Stockholders may submit their communications to the Board, the independent directors, any committee of the Board or individual directors on a confidential or anonymous basis by sending the communication in a sealed envelope marked “Stockholder Communication with Directors” and clearly identifying the intended recipient(s) of the communication.
−Removed: Our Secretary will review each communication and will forward the communication, as expeditiously as reasonably practicable, to the addressees if:
−Removed: (1) the communication complies with the requirements of any applicable policy adopted by the Board relating to the subject matter of the communication;
−Removed: and (2) the communication falls within the scope of matters generally considered by the Board.
−Removed: To the extent the subject matter of a communication relates to matters that have been delegated by the Board to a committee or to an executive officer of the Company, then our Secretary may forward the communication to the executive officer or chairman of the committee to which the matter has been delegated.
−Removed: The acceptance and forwarding of communications to the members of the Board or an executive officer does not imply or create any fiduciary duty of the Board members or executive officer to the person submitting the communications.
−Removed: Information may be submitted confidentially and anonymously, although the Company may be obligated by law to disclose the information or identity of the person providing the information in connection with government or private legal actions and in other circumstances.
−Removed: The Company’s policy is not to take any adverse action, and not to tolerate any retaliation, against any person for asking questions or making good faith reports of possible violations of law, our policies or our Code of Ethics & Conduct.
−Removed: Annual Meeting Attendance
−Removed: While the Company does not have a specific policy about director attendance at annual meetings of stockholders, all directors are expected to attend meetings of the Board (and any committees thereof on which they serve) either in person or telephonically unless exigencies prevent them from attending.
−Removed: Each director attended at least 75% of the aggregate of (1) the total number of meetings of the Board (held during the period for which he or she has been a director) and (2) the total number of meetings of committees of the Board on which he or she served (during the periods that he or she served).
−Removed: Our non‑employee directors meet at regularly scheduled executive sessions presided over by our Chairman.
−Removed: Additionally, our independent directors meet at least once a year without members of management or non‑independent directors present.
−Removed: All of our directors attended our 2019 annual meeting of stockholders.
−Removed: Compensation Committee Interlocks and Insider Participation
−Removed: During the fiscal year ended December 31, 2019, the Compensation Committee was initially comprised of Steven Beal and Messrs.
−Removed: Best, and Blackwell.
−Removed: In connection with the resignation of Mr.
−Removed: Beal, an evaluation of committee assignments by our Nominating & Corporate Governance Committee in July 2019 was done and, our committee memberships were modified and Messrs.
−Removed: Best, Moore and Blackwell were appointed to, and continue to serve on, the Compensation Committee.
−Removed: No executive officer of the Company served as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee.
−Removed: During the fiscal year ended December 31, 2019, Mr.
−Removed: Blackwell was the indirect beneficiary of certain transactions with the Company in which the amount involved exceeded $120,000.
−Removed: Board and Committee Activity and Structure
−Removed: Our Board is governed by our certificate of incorporation, bylaws, the Investor Rights Agreement, charters of the standing committees of the Board and the laws of the State of Delaware.
−Removed: On December 31, 2018, we entered into the Investor Rights Agreement with an affiliate of Pioneer.
−Removed: The Investor Rights Agreement provides that Pioneer will be granted (i) the one‑time right to designate an independent director to the Board and (ii) the right to designate a non‑independent director to the Board for so long as Pioneer owns 5% or more of the Company’s outstanding common stock.
−Removed: During 2019, our Board held twelve meetings.
−Removed: There are currently three standing committees of the Board:
−Removed: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.
−Removed: Members serve on these committees until their resignation or until as otherwise determined by our Board.
−Removed: The composition of the Board committees complies with the applicable rules of the NYSE and applicable law.
−Removed: Our Board has adopted a written charter for each of the standing committees, which can be found in the “Corporate Governance” subsection of the “Investors” section of our website at www.propetroservices.com .
−Removed: In addition to the above governing documents, our Code of Ethics & Conduct that applies to all of our employees, as well as each member of the Board, can also be found in the “Corporate Governance” subsection of the “Investors” section of our website at www.propetroservices.com .
−Removed: The composition and responsibilities of each of the standing committees of our Board are as follows:
−Removed: Audit Committee.
−Removed: Our Audit Committee is comprised solely of “independent” directors, as defined under and required by the NYSE rules and Rule 10A‑3 of the Exchange Act, as amended.
−Removed: Our Audit Committee is directly responsible for, among other things, the appointment, compensation, retention and oversight of our independent registered public accounting firm.
−Removed: The oversight of our independent registered public accounting firm includes reviewing the plans and results of the audit engagement with the firm, approving any additional professional services provided by the firm and reviewing the independence of the firm.
−Removed: The Audit Committee is also responsible for discussing the effectiveness of the internal controls over financial reporting with our independent registered public accounting firm and relevant financial management.
−Removed: During the year ended December 31, 2019, the members of the Audit Committee, at various times, were Mr.
−Removed: Royce Mitchell and Messrs.
−Removed: Beal, Best, Douglas, Gobe and Moore.
−Removed: Gobe ceased serving on the audit committee once he became an executive officer of the Company.
−Removed: In connection with the resignation of Mr.
−Removed: Mitchell, an evaluation of the committee assignments by our Nomination & Corporate Governance Committee was done and at present the Audit Committee is comprised of Messrs.
−Removed: Best, Douglas and Moore.
−Removed: Best serves as committee chair.
−Removed: Our Board has determined that Messrs.
−Removed: Douglas and Moore qualify as an “audit committee financial expert,” as defined by the rules under the Exchange Act.
−Removed: The Audit Committee held six meetings in 2019.
−Removed: Nominating and Corporate Governance Committee.
−Removed: Our Nominating and Corporate Governance Committee consists solely of “independent” directors, as defined under and required by NYSE rules.
−Removed: The Nominating and Corporate Governance Committee is responsible for, among other things, identifying individuals qualified to become Board members;
−Removed: selecting or recommending director‑nominees for each election of directors to the Board;
−Removed: developing and recommending criteria for selecting qualified director candidates to the Board;
−Removed: considering committee member qualifications, appointments and removals;
−Removed: recommending corporate governance principles, codes of conduct and compliance mechanisms;
−Removed: providing oversight in the evaluation of the Board and each committee thereof;
−Removed: and developing an appropriate succession plan for our chief executive officer pursuant to our Corporate Governance Guidelines.
−Removed: During the year ended December 31, 2019, the members of the Nominating and Corporate Governance Committee were Messrs.
−Removed: Blackwell, Douglas and Moore, with Mr.
−Removed: Moore serving as committee chair.
−Removed: In connection with her appointment to the Board, Ms.
−Removed: Choka was also appointed to the Nominating and Corporate Governance Committee, effective February 1, 2020.
−Removed: The Nominating and Corporate Governance Committee held three meetings in 2019.
−Removed: Compensation Committee.
−Removed: Our Compensation Committee consists solely of “independent” directors, as defined under and required by the NYSE rules.
−Removed: The Compensation Committee is responsible for, among other things, overseeing the discharge of the responsibilities of the Board relating to compensation of the Company’s officers and directors.
−Removed: In carrying out these responsibilities, the Compensation Committee reviews all components of executive compensation for consistency with our compensation philosophy and with the interests of our stockholders.
−Removed: During the fiscal year ended December 31, 2019, the members of the Compensation Committee were Messrs.
−Removed: Beal, Best, Moore and Blackwell.
−Removed: Beal stepped down
−Removed: from the Compensation Committee in connection with his resignation in July 2019, and Ms.
−Removed: Choka was appointed to the Compensation Committee upon joining the Board in February of 2020.
−Removed: Blackwell serves as committee chair.
−Removed: The Compensation Committee held eight meetings in 2019.
−Removed: Role of the Board, Compensation Committee and our Executive Officers
−Removed: Executive compensation decisions are typically made on an annual basis by the Compensation Committee with input from our Chief Executive Officer.
−Removed: Specifically, after reviewing relevant market data and surveys within our industry, our Chief Executive Officer typically provides recommendations to the Compensation Committee regarding the compensation levels for our existing named executive officers and our executive compensation program as a whole.
−Removed: Our Chief Executive Officer generally attends all Compensation Committee meetings.
−Removed: After considering these recommendations, the Compensation Committee typically meets in executive session and adjusts base salary levels and non‑equity award targets.
−Removed: In addition, the Compensation Committee determines the achievement of non‑equity Incentive Award Plan metrics and the amount of equity awards from the Incentive Award Plan to be granted to each of our named executive officers.
−Removed: In making executive compensation recommendations, our Chief Executive Officer considers each named executive officer’s performance during the year, the Company’s performance during the year, as well as comparable company compensation levels.
−Removed: While the Compensation Committee gives considerable weight to our Chief Executive Officer’s recommendations on compensation matters, the Compensation Committee has the final decision‑making authority on all executive compensation matters.
−Removed: Role of External Advisors
−Removed: The Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”) in 2019 to assist the Compensation Committee and the Board in evaluating, designing and implementing compensation practices.
−Removed: For the year ended December 31, 2019, Meridian received $228,142 for the services it provided to our Compensation Committee.
−Removed: The Compensation Committee reviews and assesses the independence and performance of its executive compensation consultant in accordance with applicable SEC and NYSE rules and regulations on an annual basis to confirm that the consultant is independent and meets all applicable statutory and regulatory requirements.
−Removed: The Audit Committee engaged Brown Rudnick LLP (“Brown Rudnick”) to perform an internal review initially focused on the Company’s disclosure of agreements previously entered into with AFGlobal Corporation for the purchase of Durastim® hydraulic fracturing fleets and effective communications related thereto.
−Removed: The review was later expanded to, among other items, review expense reimbursements, certain transactions involving related parties or potential conflicts of interest, and certain transactions entered into by our former Chief Executive Officer.
−Removed: During the year ended December 31, 2019, the Company incurred approximately $15.7 million in costs associated with Brown Rudnick associated with the internal review.
−Removed: Director Nominations Process
−Removed: The Nominating and Corporate Governance Committee may utilize a variety of methods for identifying potential nominees for directors, including considering potential candidates who come to their attention through current officers, directors, professional search firms or other persons.
−Removed: Once a potential nominee has been identified, the Nominating and Corporate Governance Committee evaluates whether the nominee has the appropriate skills and characteristics required to become a director in light of the then current make‑up of the Board.
−Removed: This assessment includes an evaluation of the nominee’s judgment and skills, such as experience at a strategy/policy setting level, financial sophistication, leadership and objectivity, all in the context of the perceived needs of the Board at that point in time.
−Removed: In February 2019, the Board amended our Corporate Governance Guidelines to specifically take the diversity of a potential director nominee’s gender, race and ethnicity into account when considering candidates for the Board, and the Nominating and Corporate Governance Committee and the Board are committed to increasing Board diversity.
−Removed: One of our directors, Mr.
−Removed: Berg, was not recommended for nomination by the Nominating and Corporate Governance Committee, but rather was appointed pursuant to the Investor Rights Agreement.
−Removed: Our Board believes that at a minimum all members of the Board should have the highest professional and personal ethics and values.
−Removed: In addition, each member of the Board must be committed to increasing stockholder value and should have enough time to carry out his or her responsibilities as a member of the Board.
−Removed: Our Board monitors the mix of specific experience, qualifications and skills of its directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company’s business and structure.
−Removed: Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating and Corporate Governance Committee, c/o Secretary, P.O.
−Removed: Box 873, Midland, Texas 79702.
−Removed: In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating and Corporate Governance Committee will evaluate stockholder‑recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.
−Removed: Director Compensation
−Removed: On July 11, 2019, we approved the Amended and Restated ProPetro Holding Corp.
−Removed: Non-Employee Director Compensation Policy (the “Amended Director Compensation Policy”) such that each eligible non-employee director receives an annual cash retainer of $70,000.
−Removed: Further, the Chairperson of the Board receives an additional annual cash retainer of $50,000, and the Chairpersons of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee receive an additional annual cash retainer of $15,000, $15,000 and $10,000, respectively.
−Removed: Also, pursuant to the Amended Director Compensation Policy, each non-employee director is eligible to receive an annual equity retainer with a grant date fair value of $140,000.
−Removed: All equity retainers consist of awards of RSUs that will vest in full on the earliest to occur of the first anniversary of the grant date, the day immediately preceding the first annual meeting of stockholders following the grant date, and the occurrence of a Change in Control, subject to continuous service through the applicable vesting date.
−Removed: The portion of the annual equity retainer that would have vested in the year following a non-employee director’s separation from service due to his or her death or disability will vest upon such separation from service.
−Removed: All annual retainers are pro-rated based on days of service for non-employee directors who join the Board during the applicable calendar year.
−Removed: The equity retainer described above, which is generally granted to continuing members of the Board annually on the date of the Company’s meeting of stockholders, was granted to Mr.
−Removed: Gobe in connection with his appointment as Chairman of the Board, effective July 11, 2019, and was not pro-rated for his first year of service on the Board.
−Removed: The cash retainers described above, which are paid quarterly, were not pro-rated for Mr.
−Removed: Gobe for his first quarter of service on the Board.
−Removed: In addition to the annual retainers described above, Mr.
−Removed: Gobe received a $50,000 cash retainer and an equity retainer with a grant date fair value of $100,000 in connection with his appointment.
−Removed: On February 1, 2020, we further amended the Amended Director Compensation Policy to include an additional annual cash retainer of $20,000 for the Lead Independent Director of the Board, to be pro-rated and paid to Mr.
−Removed: Best in 2020 for his service as Lead Independent Director of the Board during the fourth quarter of 2019.
−Removed: The members of the Board are also entitled to reimbursement of expenses incurred in connection with attendance at Board and committee meetings in accordance with Company policy.
−Removed: The modifications to our director compensation program during 2019 and 2020 were intended to align our director compensation with that of our 2019 Compensation Peer Group (as defined below) and were made following the review of an analysis regarding director compensation at our 2019 Peer Group performed by Meridian.
−Removed: The following table summarizes the compensation paid for services provided by our non-employee directors during 2019.
−Removed: Compensation received by Mr.
−Removed: Gobe for his service as both a director and as an executive officer of the Company is not included in the table below but is instead included in the tables entitled “Executive Compensation—Summary Compensation Table” and “Executive Compensation—Grants of Plan-Based Awards.”
−Removed: Pryor Blackwell
−Removed: Reflects annual cash retainer payments made pursuant to the Amended Director Compensation Policy.
−Removed: With respect to Mr.
−Removed: Armour, this amount includes pro-rated payments associated with his service as Chairman of the Board during 2019.
−Removed: With respect to Messrs.
−Removed: Best and Beal, this amount includes pro-rated payments associated with each director’s service as Chairman of the Audit Committee during 2019.
−Removed: Best’s payment also includes a pro-rated payment made to him in 2020 for his service as Lead Independent Director of the Board during the fourth quarter of 2019.
−Removed: The amount for Mr.
−Removed: Mitchell is similarly pro-rated for his service during the first through third quarters of 2019.
−Removed: Reflects the grant date fair value of RSU awards on the date of grant computed in accordance with FASB ASC Topic 718.
−Removed: For information regarding assumptions underlying the valuation of equity awards, see Note 14 to the Consolidated Financial Statements included in this Form 10-K.
−Removed: The following table sets forth the aggregate number of outstanding stock awards and the aggregate number of outstanding stock option awards held by each of our non-employee directors on December 31, 2019.
−Removed: The aggregate number of Mr.
−Removed: Gobe’s outstanding awards is included in the table entitled “Executive Compensation—Outstanding Equity at 2019 Fiscal Year End.”
−Removed: Number of Stock
−Removed: Number of Stock
−Removed: Option Awards (#)
−Removed: Pryor Blackwell
−Removed: Steven Beal (a)
−Removed: Beal and Mitchell forfeited all outstanding and unvested equity awards (7,878 RSUs each) upon their resignations from the Board on July 11, 2019 and July 28, 2019, respectively.
−Removed: Berg has elected not to be compensated for his service as a director.
−Removed: Responsiveness to Current Economic Environment
−Removed: In light of market conditions, effective April 1, 2020, the Board approved a 15% reduction in the annual cash retainers and annual equity retainers payable to the non-employee directors pursuant to the Amended Director Compensation Policy.
−Removed: The additional annual cash retainers payable to non-employee directors for their service as committee chairs or lead independent director were not reduced.
−Removed: The Board approved these reductions after reviewing market data and receiving advice from its independent compensation consultant, Meridian, regarding reductions in director compensation in the oilfield services industry as a result of current market conditions.
−Removed: Non-Employee Director Stock Ownership Guidelines
−Removed: We maintain a non-employee director stock ownership policy that is applicable to all of our eligible non-employee directors.
−Removed: Pursuant to this policy, each non-employee director is encouraged to hold, on and following the later of the fifth anniversary of (i) the closing of our IPO and (ii) the non-employee director’s election or appointment to the Board, shares of our common stock or certain equity awards (valued based on the closing price of our common stock) with a value equal to or in excess of 300% of the non-employee director’s annual cash retainer, as such threshold may be amended by the Nominating and Corporate Governance Committee from time to time.
−Removed: Our IPO closed in 2017.
−Removed: As a result, each of the directors still have additional time to fulfill the ownership levels provided in the policy.
−Removed: Delinquent Section 16(a) Reports
−Removed: Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock.
−Removed: Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) reports they file.
−Removed: Armour, Douglas, Mitchell, Best, Moore, Blackwell and Beal each failed to timely file a required report on Form 4 relating to the grant of restricted stock units following our 2019 annual meeting.
−Removed: Omavuezi timely filed a required report on Form 3, but inadvertently reported shares of common stock, which were delivered upon the vesting and settlement of RSUs that vested prior to the date of filing of the Form 3, as RSUs in Table II of the Form 3.
−Removed: Other than listed above, to our knowledge, our executive officers, directors and greater than 10% beneficial owners timely filed all other required Section 16(a) reports during the fiscal year ended December 31, 2019.
−Removed: Executive Compensation
−Removed: COMPENSATION DISCUSSION AND ANALYSIS
−Removed: This Compensation Discussion and Analysis (“CD&A”) describes our compensation practices and the compensation awarded to, earned by, or paid to each of our named executive officers (the “Named Executive Officers”) during the last completed fiscal year.
−Removed: Named Executive Officers for 2019
−Removed: For the year ended December 31, 2019, our Named Executive Officers consisted of the following:
−Removed: Chief Executive Officer
−Removed: Dale Redman (2)
−Removed: Former Chief Executive Officer
−Removed: Holderness (3)
−Removed: Chief Financial Officer
−Removed: Former Chief Administrative Officer
−Removed: Chief Operating Officer
−Removed: “Trey” Wilson III (5)
−Removed: General Counsel and Corporate Secretary
−Removed: Mark Howell (6)
−Removed: Former General Counsel and Corporate Secretary
−Removed: Ian Denholm (7)
−Removed: Former Chief Accounting Officer
−Removed: Gobe was appointed as Executive Chairman and principal executive officer, effective as of October 3, 2019.
−Removed: He served in that position until his appointment as Chief Executive Officer, effective as of March 13, 2020.
−Removed: Redman ceased to serve as principal executive officer on October 3, 2019 and resigned as Chief Executive Officer and a member of the Board on March 13, 2020.
−Removed: Holderness was appointed to serve as Interim Chief Financial Officer as of October 3, 2019.
−Removed: The interim title was removed and he was appointed Chief Financial Officer effective April 10, 2020.
−Removed: Smith served as Chief Financial Officer in 2019 until his appointment as Chief Administrative Officer on October 3, 2019.
−Removed: Smith was appointed as a Special Advisor to the Chief Executive Officer on March 13, 2020 and ceased serving as Chief Administrative Officer as of that date.
−Removed: Wilson was appointed as General Counsel and Corporate Secretary, effective as of September 30, 2019.
−Removed: Howell resigned as General Counsel and Corporate Secretary, effective as of September 29, 2019.
−Removed: Denholm resigned as Chief Accounting Officer, effective as of October 3, 2019 .
−Removed: Compensation Philosophy and Overview
−Removed: Our executive compensation program is designed to attract, motivate and retain the management talent that we believe is necessary to achieve our financial and strategic goals.
−Removed: Further, we believe that our executive compensation program should be appropriately tailored to balance short‑term compensation with intermediate and long‑term compensation that appropriately aligns the interests of our executives with the interests of our stockholders.
−Removed: In establishing and evaluating our executive compensation programs, the Compensation Committee strives to achieve total compensation for our executives that reflects their individual contributions to the Company, responsibilities, duties and experience and is competitive with the companies with which we compete for executive talent.
−Removed: Objectives of Our Compensation Program
−Removed: Our compensation program is based on the following objectives:
−Removed: Reward for Exceptional Performance and Accountability for Poor Performance .
−Removed: Our Named Executive Officers should be rewarded for exceptional performance and held accountable for poor performance with respect to our annual and longer-term strategic goals.
−Removed: Our Named Executive Officers must work to achieve these goals in a manner that is consistent with our values and policies.
−Removed: We satisfy this objective by tying a significant portion of each Named Executive Officer’s compensation to the achievement of financial, strategic and operational goals based on both short- and long-term corporate performance measures while retaining sufficient flexibility to modify or clawback compensation if necessary.
−Removed: See “Annual Cash Incentive Awards” and “Long-Term Equity Incentives” below.
−Removed: Align Interests of Executives and Shareholders .
−Removed: Compensation for our Named Executive Officers should align their interests with those of our shareholders.
−Removed: Our compensation program aligns pay to performance by making a substantial portion of total executive compensation variable, or “at-risk,” through an annual bonus program based on our performance goals and the granting of long-term incentive equity awards, which include time-vested restricted stock units and performance-based restricted stock units.
−Removed: As performance goals are met, not met or exceeded, executives are rewarded commensurately.
−Removed: Our Stock Ownership Guidelines also require each Named Executive Officer to retain significant ownership in the Company’s common stock such that they are invested in our success over the long-term along with our shareholders.
−Removed: Flexibility to Respond to Changing Circumstances .
−Removed: We are in a cyclical and volatile business.
−Removed: As a result, our Compensation Committee feels it is important to have a flexible compensation program that is responsive to unforeseen circumstances that arise mid-year.
−Removed: To meet this objective, the Compensation Committee retains discretion to increase or decrease the bonuses paid to each Named Executive Officer pursuant to the ProPetro Holding Corp.
−Removed: Senior Executive Incentive Plan (the “Annual Bonus Plan”) from the amount that would be indicated by the pre-established performance metrics if circumstances so warrant.
−Removed: Industry Competitive .
−Removed: Total executive compensation should be industry-competitive so that we can attract, retain and motivate talented executives with the experience and skills necessary for our success.
−Removed: We satisfy this objective by staying apprised, with the assistance of the Compensation Committee’s independent compensation advisor, of the amounts and types of executive compensation paid to similarly situated executives by companies with which we compete for executive talent as well as general industry trends and best practices.
−Removed: Internally Consistent and Equitable .
−Removed: Executive compensation should be internally consistent and equitable.
−Removed: We satisfy this objective by considering not only the compensation paid by our peer companies, but also our Named Executive Officers’ capabilities, levels of experience, tenures, positions, responsibilities and contributions when setting their compensation.
−Removed: Additionally, our Compensation Committee feels that our Named Executive Officers should have a larger proportion of their compensation at risk and tied to corporate performance because they are typically in a position to have a more direct impact on the achievement of our performance goals.
−Removed: How We Make Compensation Decisions
−Removed: Our Compensation Committee is responsible for establishing the elements, terms and target value of compensation paid or delivered to our Named Executive Officers but often consults the full Board with respect to material compensation actions.
−Removed: The Compensation Committee strives to develop a competitive, but not excessive, compensation program to recruit and retain Named Executive Officers that are among the most talented and experienced executives in our industry.
−Removed: An important element of the Compensation Committee’s decision making is compensation data produced by its independent compensation consultant, Meridian, including direct data from our peer group and proprietary data developed by Meridian.
−Removed: In addition, the Compensation Committee considers information provided by our executive officers in designing and implementing our executive compensation program.
−Removed: This data assists the Compensation Committee in evaluating appropriate compensation levels for each Named Executive Officer in relation to market practice and in designing an effective executive compensation program for the Company.
−Removed: The roles of Meridian and our executive officers in the Compensation Committee’s decision-making process are described more fully below.
−Removed: Role of Compensation Consultant in Compensation Decisions
−Removed: Since 2017, t he Compensation Committee has retained Meridian as its independent compensation advisor.
−Removed: Meridian provides advice to and works with the Compensation Committee in designing and implementing the structure and mechanics of the Company’s executive compensation program as well as other matters related to officer, senior management, and director compensation and corporate governance.
−Removed: For example, Meridian regularly updates the Compensation Committee on regulatory changes impacting executive compensation, proxy advisor policies, and compensation-related risks.
−Removed: In addition, Meridian provides the Compensation Committee with relevant data, including market and peer-company compensation and performance surveys and information and advice
−Removed: regarding trends and developments in executive and director compensation practices in our industry.
−Removed: This information assists the Compensation Committee in making executive and director compensation decisions based on market pay levels and best practices.
−Removed: Meridian reports directly and exclusively to the Compensation Committee and does not provide any other services to management, the Company or its affiliates.
−Removed: Meridian does not make compensation-related decisions for the Compensation Committee or otherwise with respect to the Company, and, while the Compensation Committee generally reviews and considers information and recommendations provided by Meridian, the Compensation Committee or the Board have the only authority to make compensation-related decisions for our Named Executive Officers.
−Removed: The Compensation Committee has the discretion to allow Meridian to work directly with management in preparing or reviewing materials for the Compensation Committee’s consideration.
−Removed: During 2019, and after taking into consideration the factors listed in Section 303A.05(c)(iv) of the “NYSE” Listed Company Manual, the Compensation Committee concluded that neither it nor the Company has any conflicts of interest with Meridian, and that Meridian is independent from management.
−Removed: Other than Meridian, no other compensation consultants provided services to the Compensation Committee during 2019.
−Removed: Role of Executive Officers in Compensation Decisions
−Removed: In determining the compensation of our Named Executive Officers, the Compensation Committee considers the information and advice provided by Meridian, our corporate goals, historic and projected performance, the current economic and commodities environment, individual performance of our Named Executive Officers, and other relevant factors.
−Removed: With respect to the compensation of the Named Executive Officers other than our principal executive officer (initially in 2019, our Chief Executive Officer and, subsequently, our Executive Chairman), the Compensation Committee also considers the recommendations of our Chief Executive Officer or Executive Chairman.
−Removed: Additionally, in light of our Named Executive Officers’ integral role in establishing and executing the Company’s overall operational and financial objectives, the Compensation Committee requests that our Named Executive Officers provide the initial recommendations on the appropriate goals for the performance metrics used under our Annual Bonus Plan, and may choose to accept or modify these recommendations in its sole discretion.
−Removed: In addition, the Compensation Committee may invite any Named Executive Officer to attend Compensation Committee meetings to report on the Company’s progress with respect to the interim or final status of performance metrics.
−Removed: All Named Executive Officers are excluded from any decisions or discussions regarding their individual compensation.
−Removed: Use of Peer Compensation Data
−Removed: As part of its evaluation of the Company’s executive compensation practices, the Compensation Committee asked Meridian to establish a peer group of companies similar to us in industry, revenue and market capitalization and use data regarding compensation paid at each of those companies to assess competitive pay levels and executive compensation plan design.
−Removed: Meridian and the Compensation Committee determined that as a result of the Company’s substantial growth since the establishment of its prior compensation peer group in 2017, changes to the Company’s compensation peer group were necessary in order to keep pay levels and pay practices aligned with the market.
−Removed: In late 2018, the Compensation Committee adjusted the peer group by removing several smaller and de-listed companies, and adding larger companies to the peer group in order to more appropriately reflect the Company’s financial performance and size.
−Removed: As a result, the Company’s peer group for purposes of aiding in establishing 2019 compensation levels (the “2019 Compensation Peer Group”) was comprised of the following companies:
−Removed: Basic Energy Services, Inc.
−Removed: C&J Energy Services, Inc.
−Removed: Calfrac Well Services Ltd.
−Removed: Superior Energy Services, Inc.
−Removed: Keane Group, Inc.
−Removed: FTS International Inc.
−Removed: Patterson‑UTI Energy Inc.
−Removed: Helmerich & Payne, Inc.
−Removed: Trican Well Service Ltd.
−Removed: Liberty Oilfield Services, Inc.
−Removed: Tetra Technologies, Inc.
−Removed: Newpark Resources, Inc.
−Removed: Oceaneering International Inc.
−Removed: Secure Energy Services, Inc.
−Removed: Mammoth Energy Services, Inc.
−Removed: On October 31, 2019, Keane Group, Inc.
−Removed: merged with C&J Energy Services, Inc.
−Removed: and changed its name to Nextier Oilfield Solutions Inc.
−Removed: The Compensation Committee utilizes the assessment of market practices and competitive pay levels for purposes as one of many factors it considered when establishing compensation for our Named Executive Officers, certain other senior executives, and our directors but does not benchmark compensation to a specific percentile of compensation paid by our peers.
−Removed: Elements of Compensation
−Removed: As part of our executive compensation program, we pay a base salary to each of our executives in order to provide a consistent, minimum level of pay that is sufficient to allow us to attract and retain executives with the appropriate skills and experience for their positions.
−Removed: The Compensation Committee monitors and adjusts salaries for our Named Executive Officers over time as necessary to remain competitive with market rates for officers at similarly sized public companies and to reflect changes in each Named Executive Officer’s role, duties and responsibilities.
−Removed: Following its annual compensation analysis, in April 2019 the Compensation Committee adjusted the base salaries for each of Messrs.
−Removed: Denholm and Howell, effective in April 2019, to $240,000 and $325,000, respectively, in order to ensure their base salaries were competitive with similarly situated executives at other companies in the 2019 Compensation Peer Group.
−Removed: The Compensation Committee did not feel modifications to base salary levels were necessary for any of the other Named Executive Officers during its annual compensation analysis in April of 2019.
−Removed: Gobe, Holderness, and Wilson were hired in the fall of 2019 and their initial base salaries were established at a level the Committee determined was appropriate given their responsibilities, experience and data regarding the pay for similarly situated executives in the 2019 Compensation Peer Group (or, for Mr.
−Removed: Gobe’s compensation as the Executive Chairman, the data regarding pay for similarly situated executives found in the Equilar General Industry Survey).
−Removed: Smith’s base salary was reduced in connection with the modification of his role from Chief Financial Officer to Chief Administrative Officer in October of 2019.
−Removed: The following chart illustrates base salaries for our Named Executive Officers in 2018 and 2019.
−Removed: 2018 Base Salary
−Removed: April 2019 Base Salary
−Removed: December 2019 Base Salary
−Removed: “Trey” Wilson III
−Removed: Annual Cash Incentive Awards
−Removed: Annual cash incentive awards granted to our Named Executive Officers are issued pursuant to our Annual Bonus Plan and are designed to provide our Named Executive Officers with the opportunity to earn an annual cash payment based on the performance of the Company against pre-established performance metrics over the calendar year, as well as the individual performance of each executive.
−Removed: Each year, the Compensation Committee establishes performance metrics and threshold, target, and maximum goals for each such metric.
−Removed: Potential payouts under the Annual Bonus Plan depend on the actual performance level for each metric established by the Committee, as outlined below.
−Removed: Performance Level
−Removed: Target Bonus)
−Removed: If performance falls between the specified performance levels, payments are determined via straight-line interpolation.
−Removed: If performance falls below the threshold performance level, no payments will be awarded.
−Removed: The Annual Bonus Plan provides the
−Removed: Compensation Committee or the Board with the discretion to increase or decrease actual payout amounts otherwise resulting from the pre-established metrics, as it may deem necessary.
−Removed: 2019 Performance Measures and Determination of Payments
−Removed: In March 2019, the Compensation Committee established target bonuses under the Annual Bonus Plan for each of Messrs.
−Removed: Redman, Smith, Sledge, Howell, and Denholm of 110%, 75%, 100%, 67%, and 52% of base salary, respectively.
−Removed: Smith’s target bonus was revised to 65% in connection with his appointment as Chief Administrative Officer, and his total target bonus for the year was pro-rated to reflect the time he served both as Chief Financial Officer and Chief Administrative Officer.
−Removed: Target bonuses for each of Messrs.
−Removed: Gobe, Holderness and Wilson were established at 60%, 75% and 75% of base salary, respectively, when they were hired in the fall of 2019, and pro-rated for the number of days employed by the Company during 2019.
−Removed: Target bonus levels for each executive were established by the Compensation Committee after reviewing peer group data (or, for the Executive Chairman, Chief Accounting Officer and Chief Administrative Officer, the compensation data found in Equilar General Industry Survey) for each position and consideration of each Named Executive Officer’s responsibility and experience.
−Removed: Each officer had the opportunity to earn a maximum bonus of up to 200% of such officer’s target annual bonus, subject to actual performance against the metrics established by the Compensation Committee.
−Removed: Under the 2019 annual incentive program, 80% of each Named Executive Officer’s annual bonus was based on the achievement of the quantitative performance goals enumerated in the table below.
−Removed: The remaining 20% of the annual incentive was based upon a qualitative analysis of individual and operational performance for the 2019 fiscal year.
−Removed: Actual 2019 Performance
−Removed: Payout as a Percentage of Target Bonus (1)
−Removed: Quantitative Measures
−Removed: Adjusted EBITDA per Share (2)
−Removed: Year‑End Net Debt to Adjusted EBITDA Ratio (3)
−Removed: Safety-Total Recordable Incident Rate (TRIR)
−Removed: Quantitative Total
−Removed: Qualitative Measure
−Removed: Individual and Operational Performance
−Removed: Overall Total
−Removed: These amounts have been rounded to the nearest whole number .
−Removed: We define EBITDA as earnings before (i) interest expense, (ii) income taxes and (iii) depreciation and amortization.
−Removed: We define Adjusted EBITDA as EBITDA, plus (i) loss/(gain) on disposal of assets, (ii) loss/(gain) on extinguishment of debt, (iii) stock based compensation, and (iv) other unusual or non‑recurring (income)/expenses, such as impairment charges, severance, costs related to our IPO and costs related asset acquisition or one-time professional fees.
−Removed: We define Net Debt as our total debt less our cash and cash equivalents.
−Removed: Varies by executive.
−Removed: See the narrative immediately below for additional information.
−Removed: The Compensation Committee selected these performance metrics because they are important to the ongoing success of the Company and were intended to drive short-term business performance by focusing executives on key objectives that position the Company for sustained growth.
−Removed: Specifically, Adjusted EBITDA per share is a measure of our financial performance and capital structure, the Year End Net Debt to Adjusted EBITDA Ratio measures our liquidity and balance sheet management, and TRIR is an important measure of safety.
−Removed: The Qualitative component of the Annual Bonus Plan allows the Committee to assess performance across a variety of individual and operational performance factors.
−Removed: Overall, the Company’s operational performance for 2019 was very strong, particularly compared with its peers.
−Removed: In light of strong corporate and individual executive performance, the Compensation Committee made the determination to award $150,000, $200,000, $590,000, and $120,000 under the Annual Bonus Plan to each of Messrs.
−Removed: Gobe, Holderness, Sledge, and Wilson, respectively.
−Removed: The amounts awarded to each of Messrs.
−Removed: Gobe and Holderness were slightly in excess (by $32,000 for Mr.
−Removed: Gobe and $35,000 for Mr.
−Removed: Holderness) of the maximum bonus resulting from the payout percentages noted in the table above (i.e., 176% of target bonus).
−Removed: Committee determined that such additional amounts were appropriate for these individuals in recognition of the additional time and leadership required to shepherd the internal review conducted by the Company during 2019 and the implementation of the resulting remediation and improvement plan.
−Removed: As a result of the internal and disclosure control deficiencies discovered during the internal review conducted during 2019, the Compensation Committee and the Board determined it was appropriate to pay no bonuses under the Annual Bonus Plan to Messrs.
−Removed: Redman and Smith for the 2019 fiscal year.
−Removed: Long-Term Incentive Awards
−Removed: The Company maintains the Incentive Plan in order to facilitate the grant of equity incentives to directors, employees (including the Named Executive Officers) and consultants of our Company and certain of its affiliates and to enable us to obtain and retain the services of these individuals, which is essential to our long-term success.
−Removed: In 2019, 50% of the value of each Named Executive Officer’s long-term incentive awards were granted in the form of RSUs that vest in three substantially equal annual installments commencing on the first anniversary of the grant date and the remaining 50% in the form of PSUs that vest, if earned, following the completion of a three year performance period, in each case, subject to the Named Executive Officer’s continued employment through the end of such period.
−Removed: This mix of time- and performance-based awards is intended to achieve the twin goals of ensuring retention and driving performance, while aligning the interests of our Named Executive Officers with those of our shareholders by providing an opportunity for increased share holdings.
−Removed: Both PSUs and RSUs may be settled in shares of our common stock or in the cash equivalent of the same.
−Removed: The PSUs granted in 2019 vest based on the Company’s TSR as compared to the TSR of a designated peer group of companies.
−Removed: For purposes of the 2019 PSU awards, recipients of PSUs may earn between 0% and 200% of the target number of shares granted, as indicated in the following table.
−Removed: If performance falls between the specified performance levels, payouts will be determined via straight-line interpolation.
−Removed: If performance falls below the threshold performance level, no payouts will be awarded.
−Removed: Irrespective of the payout indicated by the table below, if the Company’s TSR is below zero on an absolute basis for the performance period, the number of PSUs earned shall not be greater than the target number of PSUs granted (i.e., the payout shall not be greater than 100%).
−Removed: Company’s Percentile Rank in Peer Group
−Removed: Target Number
−Removed: of PSUs Granted)
−Removed: Below 25th Percentile
−Removed: 25th Percentile
−Removed: 50th Percentile
−Removed: 75th Percentile
−Removed: 90th Percentile and Above
−Removed: The performance period for the 2019 PSU awards commenced on January 1, 2019 and ends on December 31, 2021.
−Removed: The 2019 performance peer group is comprised of the following 12 companies:
−Removed: Basic Energy Services
−Removed: C&J Energy Services, Inc.
−Removed: Calfrac Well Services
−Removed: FTS International, Inc.
−Removed: Keane Group, Inc.
−Removed: Liberty Oilfield Services
−Removed: Patterson‑UTI Energy, Inc.
−Removed: Well Services
−Removed: STEP Energy Services
−Removed: Superior Energy Services, Inc.
−Removed: Trican Well Services
−Removed: On October 31, 2019, Keane Group, Inc.
−Removed: merged with C&J Energy Services, Inc.
−Removed: and changed its name to Nextier Oilfield Solutions Inc.
−Removed: Should a peer company cease to exist as a separate publicly-traded company during the performance period (due to an acquisition or bankruptcy, for example), it will remain as a member of the Company’s peer group, with any peer company filing for bankruptcy ranked last in the peer group, and any peer company that is acquired ranked based on the stock price at which it was acquired.
−Removed: The annual value of each Named Executive Officer’s long-term incentive award is generally determined in conjunction with the Compensation Committee’s annual compensation analysis or, if later, in connection with the Named Executive Officer’s hire date following the Compensation Committee’s review of peer compensation data and consideration of each Named Executive Officer’s position and associated responsibilities.
−Removed: In 2019, in the Compensation Committee granted the RSUs and PSUs included in the table
−Removed: below to our Named Executive Officers.
−Removed: The grant date fair value of these awards can be found in the Summary Compensation Table, below.
−Removed: 2019 Number of
−Removed: 2019 Target Number of
−Removed: “Trey” Wilson III
−Removed: Does not include 12,182 RSUs that Mr.
−Removed: Gobe received while he was a non-employee director.
−Removed: Employee Benefits and Perquisites
−Removed: Health/Welfare Plans
−Removed: All of our full-time employees, including our Named Executive Officers, are eligible to participate in our health and welfare plans on the same basis, including:
−Removed: medical, dental and vision benefits;
−Removed: medical and dependent care flexible spending accounts;
−Removed: short-term and long-term disability insurance;
−Removed: and group life insurance.
−Removed: Retirement Plans
−Removed: We currently maintain a 401(k) retirement savings plan for our employees who satisfy certain eligibility requirements.
−Removed: Our Named Executive Officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees.
−Removed: Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions and we may make certain discretionary profit sharing contributions.
−Removed: Both the matching contributions and the profit sharing contributions vest in equal installments over four years of service, with accelerated vesting on retirement, death or disability.
−Removed: We believe that offering a vehicle for tax-deferred retirement savings through our 401(k) plan, and making matching contributions and profit sharing contributions that vest over time, add to the overall desirability of our compensation packages and further incentivize our employees in accordance with our compensation policies.
−Removed: We do not maintain any defined benefit pension plans or deferred compensation plans.
−Removed: Redman, Smith, Sledge, and Wilson each participated in a vehicle allowance program during 2019.
−Removed: In addition, in 2019 we provided each of Messrs.
−Removed: Gobe and Holderness with a Company vehicle for their use while in Midland, Texas, and paid for accommodations in Midland, Texas for Mr.
−Removed: Gobe during the time that he served as only the Chairman of the Board and for Mr.
−Removed: Neither the Company’s cost of the vehicle allowance program for Mr.
−Removed: Wilson nor the cost of the total perquisites provided to Mr.
−Removed: Gobe reached the threshold for disclosure in the Summary Compensation Table pursuant to SEC rules, so neither are reflected in such table or the footnotes thereto.
−Removed: See “Executive Compensation—Summary Compensation Table.”
−Removed: In 2019 the Company also provided other perquisites to its Named Executive Officers, including club memberships and dues and sporting event tickets.
−Removed: Finally, the Company made charitable donations on behalf of our Former Chief Executive Officer in 2019, as described below in “Executive Compensation—Summary Compensation Table.”
−Removed: The Compensation Committee will review the perquisites we provide to our Named Executive Officers periodically to ensure that they are necessary to retain our executives, appropriate, and consistent with benefits offered by companies with which we compete for executive talent.
−Removed: Other Compensation Policies
−Removed: Consistent with our goal of aligning compensation practices with stockholder interests, the Board has adopted, and the Compensation Committee administers, an Executive Compensation Claw‑Back Policy and Executive Stock Ownership Policy.
−Removed: Executive Compensation Claw‑Back Policy
−Removed: Under the terms of our Executive Compensation Claw-Back Policy, any incentive compensation, including equity awards, paid to an executive officer which was determined based on our performance against financial metrics will be subject to recovery by the Company in the event that the underlying financial metrics are negatively impacted by a restatement of our financial statements.
−Removed: In addition, incentive compensation, including equity awards, is subject to recovery by the Company where an executive engages in certain misconduct.
−Removed: Executive Stock Ownership Policy
−Removed: Under the terms of our Executive Stock Ownership Policy, we have established equity ownership guidelines for our executive officers.
−Removed: Under these guidelines, the Chief Executive Officer must own shares of our common stock or certain equity awards with a value equal to not less than five times annual base pay, the Chief Financial Officer and Chief Operating Officer must own shares of our common stock or certain equity awards with a value equal to not less than three times annual base pay, and all other executive officers must own shares of our common stock or certain equity awards with a value equal to not less than one times their annual base pay.
−Removed: Sledge, the deadline for compliance with these guidelines is September 11, 2023.
−Removed: Gobe, Holderness, and Wilson, along with any individuals who became executive officers as a result of an internal promotion or a new hire, will have five years from the date of being named an executive officer to meet the stock ownership guidelines.
−Removed: Each of Messrs.
−Removed: Redman, Smith, Howell and Denholm ceased to be subject to these guidelines on the date he ceased to be an executive officer of the Company.
−Removed: In calculating the value of shares of our common stock or certain equity awards held for purposes of determining compliance with the policy, such value is equal to the closing price per share on the measurement date, based on shares owned outright and unvested RSUs, with the value of such unvested RSUs discounted by 40%.
−Removed: Unexercised option awards and unvested PSUs are excluded from the calculation.
−Removed: No Tax Gross‑Ups
−Removed: We do not provide gross‑up payments to cover our Named Executive Officers’ personal income taxes that may pertain to any of the compensation or perquisites paid or provided by our Company.
−Removed: Insider Trading Compliance Policy
−Removed: We believe that derivative transactions, including puts, calls and options, and hedging transactions for our securities carry a high risk of inadvertent securities laws violations and may lead to an officer, director or employee no longer having the same objectives as the Company’s other stockholders.
−Removed: For these reasons, we prohibit our directors, officers and employees from engaging in any type of derivative or hedging transactions in respect of our securities pursuant to our Insider Trading Compliance Policy.
−Removed: Company stock pledged as collateral, including shares held in a margin account, may be sold without the consent of the holder by the lender in a foreclosure or default event, which could lead to inadvertent securities laws violations.
−Removed: For this reason, pursuant to our Insider Trading Compliance Policy, we prohibit pledging Company securities as collateral to secure loans and purchasing Company securities on margin.
−Removed: Tax Implications
−Removed: Section 162(m) of the Code generally precludes a publicly held company from taking a federal income tax deduction for compensation paid in excess of $1 million per year to certain covered employees, which include our Named Executive Officers.
−Removed: There was an exception to the $1 million limitation for performance-based compensation meeting certain requirements.
−Removed: For taxable years beginning after December 31, 2017, this exemption has been repealed for all but certain grandfathered compensation arrangements.
−Removed: However, a privately held corporation that becomes a publicly held corporation before December 20, 2019 may rely on the transition rules provided in Treasury Regulation Section 1.162-27(f)(1) until the earliest of the events provided in Treasury Regulation Section 1.162-27(f)(2).
−Removed: Because our IPO occurred in 2017, certain compensation awarded or paid prior to the expiration of the period outlined in the transition rules may be fully tax deductible.
−Removed: To maintain flexibility in compensating the Company’s executive officers in a manner designed to promote achievement of corporate goals, retention and recruitment, the Compensation Committee has not adopted a policy requiring all compensation to be tax deductible and expects that the deductibility of certain compensation paid will be limited by Code Section 162(m).
−Removed: Compensation Risk Assessment
−Removed: We believe that any risks associated with our compensation policies and practices are mitigated in large part by the following factors and, therefore, that no such risk are likely to have a material adverse effect on us:
−Removed: We pay a mix of compensation which includes short-term cash and long-term equity-based compensation.
−Removed: We base the vesting and payment of our incentive compensation awards on several different performance metrics, which discourages our employees from placing undue emphasis on any one metric or aspect of our business at the expense of others.
−Removed: We believe that our performance metrics are reasonably challenging, yet should not require inappropriate risk-taking to achieve.
−Removed: The performance metrics for awards under our Annual Bonus Plan include quantitative financial and operational metrics as well as qualitative metrics related to our operations, strategy and other aspects of our business and our Compensation Committee retains discretion to modify payout amounts under the Annual Bonus Plan as appropriate.
−Removed: The performance periods under our PSUs overlap, and our time-vested restricted stock units generally vest over a three-year period.
−Removed: This mitigates the motivation to maximize performance in any one period at the expense of others.
−Removed: Our Named Executive Officers are required to own our common stock at levels provided in our Executive Stock Ownership Guidelines.
−Removed: We have instituted a clawback policy, which allows us to clawback compensation in the event of a financial restatement or certain misconduct.
−Removed: We believe that we have an effective management process for developing and executing our short- and long-term business plans.
−Removed: Our compensation policies and programs are overseen by the Compensation Committee.
−Removed: The Compensation Committee retains an independent compensation consultant.
−Removed: Compensation Decisions Following Fiscal Year End
−Removed: Letter Agreement with Jeffrey D.
−Removed: On March 13, 2020, Mr.
−Removed: Smith was appointed as a Special Advisor to the Chief Executive Officer and will no longer serve as the Chief Administrative Officer or an executive officer of the Company.
−Removed: Effective as of March 13, 2020, the Company and Mr.
−Removed: Smith entered into a letter agreement (the “2020 Smith Letter Agreement”) memorializing the terms of his role and related matters.
−Removed: Pursuant to the terms of the 2020 Smith Letter Agreement, Mr.
−Removed: Smith will continue to receive an annualized base salary of $425,000 but the Compensation Committee does not anticipate Mr.
−Removed: Smith receiving any future awards under the Incentive Plan in his new role.
−Removed: Smith will no longer be eligible to receive an annual cash bonus under the Annual Bonus Plan, including for the 2020 fiscal year.
−Removed: In addition, the 2020 Smith Letter Agreement terminated the employment agreement by and between Mr.
−Removed: Smith and the Company dated April 17, 2013 (the “Smith Employment Agreement”), effective as of March 13, 2020, except that the restrictive covenants set forth in Section 6 of the Smith Employment Agreement will continue in full force and effect.
−Removed: In addition, the 2020 Smith Letter Agreement provides Mr.
−Removed: Smith with the following benefits in exchange for his agreement to additional restrictive covenants that result in a total of a five-year non-competition and non-solicitation obligation (an increase from the one-year non-competition and three-year non-solicitation obligation set forth in the Smith Employment Agreement and in the award agreements documenting Mr.
−Removed: Smith’s equity awards under the Incentive Plan):
−Removed: an extension of the exercise period applicable to the stock options granted under the Stock Option Plan that are vested and outstanding as of the date of Mr.
−Removed: Smith’s “Termination of Employment” (as defined in the Stock Option Plan) (the “Smith Extended Options”) such that the Smith Extended Options remain exercisable until the one-year anniversary of the date of Mr.
−Removed: Smith’s Termination of Employment;
−Removed: “cashless exercise” of the stock options granted under the both the Stock Option Plan and Incentive Plan that are outstanding as of March 13, 2020 (the “Smith Vested Options”) within the exercise periods described in the applicable award agreements and plans (as modified by the 2020 Smith Letter Agreement for the Smith Extended Options) such that Mr.
−Removed: Smith does not have to deliver any cash to exercise the Smith Vested Options but the number of shares of Stock delivered by the Company upon the exercise of the Smith Vested Options shall be reduced by the number of shares of Stock equal in value to the applicable exercise price and the associated tax withholding.
−Removed: Chief Executive Officer Role
−Removed: On March 13, 2020, Mr.
−Removed: Redman informed the Board of his intent to resign from his position as the Chief Executive Officer and as a member of the Board as of such date and entered into a separation agreement with the Company.
−Removed: For additional information regarding the separation agreement with Mr.
−Removed: Redman, please see the section below entitled “Potential Payments upon Termination and Change of Control—Actions Taken Following December 31, 2019—Redman Separation Agreement.”
−Removed: Gobe was appointed as Chief Executive Officer effective as of March 13, 2020.
−Removed: Following this appointment, Mr.
−Removed: Gobe will no longer serve as the Company’s Executive Chairman but will continue to serve as the Company’s principal executive officer (as contemplated by Rule 13a-14 of the Exchange Act) and also continue to serve as the Chairman of the Board, a position he has held since July 11, 2019.
−Removed: Gobe will receive an annualized base salary of $800,000 and will be eligible (i) to receive an annual cash bonus with a target value of 100% of his base salary under the Amended Annual Bonus Plan (adjusted for 2020 to reflect his position, duties and compensation prior to and following his appointment as Chief Executive Officer), (ii) to participate in the Executive Severance Plan as a “Tier 1 Executive” and (iii) to participate in those benefit plans and programs of the Company available to similarly situated executives.
−Removed: Gobe also received an equity award consisting of PSUs with a grant date target value of approximately $1,320,000 and RSUs with a grant date value of approximately $880,000, in each case, under the Incentive Plan in connection with his appointment as Chief Executive Officer.
−Removed: Gobe’s compensation in this new role was established following the Compensation Committee’s review of data from Meridian regarding pay for similarly situated executives at our peer companies and an evaluation of his experience and importance to the organization, in particular, the role he will play in the successful implementation of the remediation and improvement plan implemented by the Company following its internal review.
−Removed: For additional information regarding the Executive Severance Plan please see the section below entitled “Potential Payments upon Termination and Change of Control—Actions Taken Following December 31, 2019—Executive Severance Plan.”
−Removed: Chief Financial Officer Role
−Removed: On April 10, 2020, the Board appointed Mr.
−Removed: Holderness Chief Financial Officer, removing his previous interim title.
−Removed: Following this appointment, Mr.
−Removed: Holderness will continue to serve as the Company’s principal financial officer (as contemplated by Rule 13a-14 of the Exchange Act), a position he has held since October 3, 2019.
−Removed: No changes to Mr.
−Removed: Holderness’s annual compensation were made in connection with his appointment as Chief Financial Officer.
−Removed: However, effective April 10, 2020, Mr.
−Removed: Holderness became eligible to participate in the Amended Executive Severance Plan as a “Tier 2 Executive,” as described below under “—Executive Severance Plan.” For additional information regarding the Amended Executive Severance Plan please see the section below entitled “Potential Payments upon Termination and Change of Control—Actions Taken Following December 31, 2019—Amended Executive Severance Plan.”
−Removed: Annual Bonus Plan
−Removed: On February 11, 2020, the Board approved the Amended and Restated ProPetro Holding Corp.
−Removed: Executive Incentive Bonus Plan (the “Amended Annual Bonus Plan”), which amends and restates the Annual Bonus Plan.
−Removed: The Amended Annual Bonus Plan was approved to reflect changes made to the Internal Revenue Code pursuant to federal tax legislation enacted by Congress in 2017.
−Removed: In addition, the Amended Annual Bonus Plan makes the following changes to the Annual Bonus Plan:
−Removed: (i) expands the definition of “Eligible Individual” to include not only the Company’s executive officers but also senior managers of the Company, (ii) enables the Compensation Committee, as the administrator of the Amended Annual Bonus Plan, to delegate certain administrative authorities under the Amended Annual Bonus Plan to the Company’s executive officers for those participants in the Amended Annual Bonus Plan that are not executive officers of the Company, and (iii) clarifies the applicable administrator’s discretion to modify the performance goals and bonus amounts under the Amended Annual Bonus Plan.
−Removed: The Amended Annual Bonus Plan governs cash incentive awards made each year to key executives and senior management members of the Company, and is effective for awards made in 2020 and thereafter.
−Removed: Awards under the Amended Annual Bonus Plan are tied to the achievement of performance goals, which may be based on qualitative or quantitative measures, or both, as determined by the Compensation Committee or other applicable administrator.
−Removed: Cash payouts of the awards made under the Amended Annual Bonus Plan are generally made in accordance with pre-established targets, subject to the discretion of the Committee.
−Removed: Executive Severance Plan
−Removed: On March 13, 2020, the Board adopted the ProPetro Services, Inc.
−Removed: Executive Severance Plan (the “Executive Severance Plan”).
−Removed: The Compensation Committee and the Board adopted the Executive Severance Plan because they felt it was desirable to pivot away from individually negotiated employment agreements and towards a streamlined plan providing for more uniform treatment upon a termination of employment.
−Removed: The amounts of the severance and benefits established under the Executive Severance Plan were selected after the Compensation Committee received advice from Meridian regarding the types and amounts of severance that are market among the Company’s peers.
−Removed: The Compensation Committee also considered its members’ considerable experience in the industry when making this determination.
−Removed: The “Tier” level assigned to each participant in the plan was determined based on each participant’s position and responsibility.
−Removed: On April 10, 2020, the Board adopted the ProPetro Services, Inc.
−Removed: Amended and Restated Executive Severance Plan (the “Amended Executive Severance Plan”), which amends the Executive Severance Plan such that any severance amounts that become payable will be calculated without taking into account any temporary reduction to a participant’s annualized base salary in connection
−Removed: with a general reduction in base salaries that affects all similarly situated employees of the Company in substantially the same proportions, as determined by the Compensation Committee in its sole discretion.
−Removed: Each of Messrs.
−Removed: Gobe, Holderness and Wilson are participants in the Amended Executive Severance Plan as are certain other executives of the Company who are not Named Executive Officers.
−Removed: The participation agreements for each of Messrs.
−Removed: Gobe, Holderness and Wilson included the termination of the Gobe Letter Agreement, the Holderness Letter Agreement and the Wilson Employment Agreement (each as defined below), respectively, except for the provisions of those agreements containing restrictive covenants.
−Removed: The Amended Executive Severance Plan is described in detail below, in the section entitled “Potential Payments upon Termination and Change of Control—Actions Taken Following December 31, 2019—Amended Executive Severance Plan.”
−Removed: Responsiveness to Current Economic Environment
−Removed: Our Named Executive Officers each volunteered for temporary reductions in base salary as a result of the current market conditions.
−Removed: On April 2, 2020, the Compensation Committee approved the following temporary reductions to base salaries for our Named Executive Officers, effective April 13, 2020:
−Removed: 20% salary reduction for Mr.
−Removed: 15% salary reduction for Messrs.
−Removed: Holderness, Sledge and Wilson;
−Removed: 10% salary reduction for Mr.
−Removed: Given these reductions, the Named Executive Officers’ base salaries are as reflected in the table below:
−Removed: December 31, 2019 Base Salary
−Removed: March 2020 Base Salary
−Removed: April 13, 2020 Base Salary
−Removed: “Trey” Wilson III
−Removed: Letter Agreement with David Sledge
−Removed: On April 9, 2020, the Company entered into a letter agreement with David Sledge (the “Sledge Letter Agreement”).
−Removed: The Sledge Letter Agreement describes a reduction in Mr.
−Removed: Sledge’s annualized base salary, effective April 13, 2020, which is consistent with the voluntary reduction in certain executives’ base salaries as a result of current market conditions.
−Removed: The Sledge Letter Agreement also clarifies that, similar to the terms of the Amended Executive Severance Plan, Mr.
−Removed: Sledge’s revised annualized base salary will not be used for purposes of calculating any severance payment that Mr.
−Removed: Sledge may become eligible to receive pursuant to the terms of the employment agreement by and between the Company and Mr.
−Removed: Sledge, effective April 17, 2013 (the “Sledge Employment Agreement”).
−Removed: For additional information regarding the severance amounts payable to Mr.
−Removed: Sledge upon certain terminations of employment, please see the sections below entitled “Potential Payments upon Termination and Change of Control—Employment Agreements with Messrs.
−Removed: Redman, Smith and Sledge” and “Potential Payments upon Termination and Change of Control—Actions Taken Following December 31, 2019—Letter Agreement with David Sledge.”
−Removed: The Sledge Letter Agreement contains Mr.
−Removed: Sledge’s acknowledgment of and consent to the aforementioned changes and provides that the Sledge Employment Agreement is deemed to be amended by the Sledge Letter Agreement to the extent that any provision of the Sledge Letter Agreement is inconsistent with the terms of the Sledge Letter Agreement.
−Removed: For additional information regarding the Sledge Employment Agreement please see the section below entitled “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements with Messrs.
−Removed: Redman, Smith, Sledge and Howell.”
−Removed: REPORT OF THE COMPENSATION COMMITTEE
−Removed: The Compensation Committee has reviewed and discussed the above CD&A with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the CD&A be included in this annual report on Form 10-K.
−Removed: The Compensation Committee of the Board of Directors,
−Removed: Pryor Blackwell (Chair)
+Added: This information is incorporated by reference to the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders, which is expected to be filed before the end April 2021.
Executive Compensation
−Removed: Summary Compensation Table
−Removed: The following table summarizes the compensation provided by us to our Named Executive Officers for the fiscal years ended December 31, 2019, 2018 and 2017.
−Removed: Name and Principal Position
−Removed: compensation(3)
−Removed: Compensation(4)
−Removed: Chief Executive Officer
−Removed: Dale Redman (6)
−Removed: Former Chief Executive Officer
−Removed: Holderness (5)
−Removed: Chief Financial Officer
−Removed: Smith (5) (6)
−Removed: Former Chief Administrative Officer
−Removed: Chief Operating Officer
−Removed: “Trey” Wilson III (7)
−Removed: General Counsel and Corporate Secretary
−Removed: Mark Howell (7)
−Removed: Former General Counsel and Corporate Secretary
−Removed: Ian Denholm (5)
−Removed: Former Chief Accounting Officer
−Removed: Amounts in this column for Messrs.
−Removed: Gobe and Holderness represent a discretionary increase to the short-term cash incentive awards paid to such Named Executive Officers pursuant to the Company’s Senior Executive Incentive Bonus Plan (the “Bonus Plan”), in each case, based upon such Named Executive Officer’s performance during 2019.
−Removed: See Note 3 below and “Elements of Compensation for the 2019 Fiscal Year—Annual Cash Incentive Awards” above for additional
−Removed: information regarding these awards.
−Removed: Amounts in this column for Mr.
−Removed: Denholm represent a bonus payable in connection with our IPO, in three installments, with the first installment payable upon our IPO and the remaining two installments payable over the following two years.
−Removed: Amounts in these columns reflect the aggregate grant date fair value of the RSU and PSU awards granted in 2019 under the Incentive Plan, calculated in accordance with FASB ASC Topic 718.
−Removed: Denholm, the amount also reflects the incremental fair value of the modified awards of RSUs, PSUs and stock options as described below in “Potential Payments Upon Termination or Change in Control—Denholm Separation Agreement.” The FASB ASC Topic 718 value for the RSUs was calculated using the closing price per share of our common stock on the date of grant applied to the total number of RSUs granted.
−Removed: The FASB ASC Topic 718 grant date fair value of the PSUs was determined using a Monte Carlo simulation.
−Removed: For information regarding assumptions underlying the valuation of equity awards, see Note 14 of the Consolidated Financial Statements included in this Form 10-K.
−Removed: If the grant date value of the 2019 PSU awards was calculated based on the maximum possible payout, the grant date fair value for such awards for Messrs.
−Removed: Gobe, Redman, Holderness, Smith, Sledge, Wilson, Howell and Denholm would have been equal to $205,393, $6,144,685, $322,181, $2,048,252, and $1,843,440, $322,181, $1,300,597 and $358,437, respectively.
−Removed: The actual amount realized upon settlement of PSU and RSU awards will depend upon the market price of the Company’s stock on the settlement date.
−Removed: Amounts in this column represent the short-term cash incentive awards for performance during the 2019 fiscal year pursuant to the Bonus Plan, determined based on achievement of the applicable performance metrics.
−Removed: Based upon performance during 2019, the Board exercised its discretion under the Bonus Plan not to pay an annual bonus to either Mr.
−Removed: Redman or Mr.
−Removed: See “Elements of Compensation for the 2019 Fiscal Year—Annual Cash Incentive Awards” above for additional informational regarding these awards.
−Removed: As shown in the table below, amounts in this column for 2019 include the cost of the Company’s vehicle allowance program for Messrs.
−Removed: Redman, Smith, and Sledge, and for Mr.
−Removed: Holderness, the amount in this column includes the value of the Company vehicle provided to him for his use while in Midland, Texas, which was determined by multiplying the number of miles Mr.
−Removed: Holderness drove the vehicle in 2019 by $0.58, which is the Internal Revenue Service’s mileage reimbursement rate for business travel in 2019.
−Removed: Redman, the amount reported for 2019 also includes the cost of certain other perquisites, including club dues and membership fees, charitable donations made on behalf of Mr.
−Removed: Redman and the cost of certain sporting event tickets purchased by the Company for Mr.
−Removed: Redman’s use.
−Removed: Holderness, the amount reported for 2019 also includes reimbursements for travel to and from Midland, Texas (excluding any travel expenses incurred while serving as a consultant to the Company) and payment of his housing expenses in Midland, Texas.
−Removed: Many of the Named Executive Officers had spouses accompany them on business trips at no additional incremental cost to the Company.
−Removed: Howell, the amount in this column reported for 2019 includes (i) 401(k) contributions made by ProPetro Services, Inc.
−Removed: (ii) cash severance and (iii) the cost of continued health coverage following his termination of employment pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), in each case of clauses (ii) and (iii), paid pursuant to the Howell Separation Agreement (as defined and described below in “Potential Payments upon Termination or Change in Control—Howell Separation Agreement”).
−Removed: Finally, for Mr.
−Removed: Denholm, the amount in this column reported for 2019 includes payment of his accrued but unused paid time off upon the Denholm Separation Date (as defined below) and cash severance paid pursuant to the Denholm Separation Agreement (as defined and described below in “Potential Payments upon Termination or Change in Control—Denholm Separation Agreement”).
−Removed: Vehicle Allowance Program
−Removed: Contribution to 401(k) Plan
−Removed: Company Vehicle Use
−Removed: Club Dues/Membership Fees
−Removed: Charitable Donations ($)
−Removed: Sporting Event Tickets
−Removed: Housing Allowance & Travel Benefits ($)
−Removed: Severance ($)
−Removed: Vacation Payout
−Removed: “Trey” Wilson III
−Removed: The “All Other Compensation” amounts for 2017 have been increased for Mr.
−Removed: Redman from $10,800 to $153,370 and for Mr.
−Removed: Smith from $10,800 to $20,101.
−Removed: The “All Other Compensation” amounts for 2018 have been increased for Mr.
−Removed: Redman from $19,248 to $304,863, for Mr.
−Removed: Smith from $16,887 to $22,732, and for Mr.
−Removed: Sledge from $16,887 to $17,887.
−Removed: During 2019, Messrs.
−Removed: Redman and Smith reimbursed the Company in full for the following perquisites, which were inadvertently provided by the Company and unintentionally not disclosed in 2017 and 2018, but which are now included in the “All Other Compensation” column above for the relevant year:
−Removed: Redman’s 2017 perquisites have been increased to include $31,606 in plane maintenance expenses associated with personal use of his plane (which was frequently used for business travel), as well as the cost of personal travel and associated expenses, charitable donations made on behalf of Mr.
−Removed: Redman, medical costs and insurance, retail expenditures, sporting, movie and event tickets, subscription services, dry cleaning, meals, groceries and other supplies, which equal $38,160 in total.
−Removed: Redman’s 2018 perquisites have been increased to include $97,269 in personal travel and associated expenses, $60,273 in plane maintenance expenses associated with personal use of his plane (which was frequently used for business travel), as well as the cost of charitable donations made on behalf of Mr.
−Removed: Redman, medical costs, retail expenditures, sporting, movie and event tickets, subscription services, dry cleaning, meals, groceries and other supplies, which equal $60,188 in total.
−Removed: Smith’s 2017 and 2018 perquisite amounts have been increased to reflect the cost of his personal travel and associated expenses, retail expenditures and meals totaling $9,301 and $5,845 respectively.
−Removed: The Company determined that it also previously failed to include the following amounts in the “All Other Compensation” column for the relevant year, for which amounts the Named Executive Officers were not asked to, and did not, reimburse the Company.
−Removed: Redman’s 2017 perquisites have been increased to include the value of sporting and event ticket purchases, charitable donations made on behalf of Mr.
−Removed: Redman, and $52,665, which reflects the cost of the pilots provided by the Company for Mr.
−Removed: Redman’s personal use of his plane.
−Removed: Redman’s 2018 perquisites have been increased to include the value of ticket purchases, $26,680 in charitable donations made on behalf of Mr.
−Removed: Redman, and $40,433, which reflects the cost of the pilots provided by the Company for Mr.
−Removed: Redman’s personal use of his plane.
−Removed: Sledge’s 2018 perquisites have been increased to include the cost of charitable donations made on behalf of Mr.
−Removed: The Company frequently used Mr.
−Removed: Redman’s personal plane for business travel and, as a result, in each of 2017 and 2018 the Company employed pilots to fly that plane.
−Removed: The pilots flew Mr.
−Removed: Redman’s plane both for personal and business flights.
−Removed: The perquisite amount allocable to Mr.
−Removed: Redman for the cost of the pilots employed by the Company was determined by (i) multiplying (A) the sum of the pilots’ salaries, the Company’s portion of the pilots’ payroll taxes and health insurance, and travel expenses incurred by the pilots on trips (e.g., the cost of lodging and meals) for each of 2017 and 2018 by (B) a fraction, the numerator of which is the total business flight hours for which the plane was used by Mr.
−Removed: Redman during each year and the denominator of which is the plane’s total flight hours for such year, (ii) reducing the total amount of the pilots’ expenses as set forth in clause (A) by the product determined in clause (i), and (iii) reducing the resulting difference by the amount that Mr.
−Removed: Redman and his affiliates reimbursed the Company for the cost of the pilots in such year.
−Removed: See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Perquisites” for a further description.
−Removed: On October 3, 2019, the Board appointed Messrs.
−Removed: Gobe, Holderness and Smith to the positions of Executive Chairman, Interim Chief Financial Officer and Chief Administrative Officer, respectively.
−Removed: Effective as of such date, Mr.
−Removed: Smith ceased to serve as the Chief Financial Officer .
−Removed: On April 10, 2020, Mr.
−Removed: Holderness was appointed Chief Financial Officer, removing the previous interim title.
−Removed: In addition, effective October 3, 2019, Mr.
−Removed: Denholm resigned from his role as Chief Accounting Officer and served as an employee of the Company until December 8, 2019.
−Removed: Redman resigned from his position as Chief Executive Officer on March 13, 2020, and Mr.
−Removed: Gobe was appointed Chief Executive Officer as of such date.
−Removed: Effective as of the same date, Mr.
−Removed: Smith was appointed Senior Advisor to the Chief Executive Officer and ceased to serve as Chief Administrative Officer.
−Removed: On August 30, 2019, Mr.
−Removed: Howell gave the Board notice of his intent to resign from his position as General Counsel and Corporate Secretary, effective September 29, 2019, and on September 30, 2019, the Board appointed Mr.
−Removed: Wilson to the office of General Counsel and Corporate Secretary.
−Removed: This amount includes (i) $98,654 that Mr.
−Removed: Gobe received for his service as an executive officer and (ii) $43,424 that Mr.
−Removed: Gobe received for his service as Chairman of the Board prior to appointment as an executive officer .
−Removed: Gobe stopped receiving compensation for his service as a member of the Board upon his appointment to Executive Chairman and principal executive officer, effective October 3, 2019.
−Removed: This amount includes the value of (i) 12,182 RSUs that Mr.
−Removed: Gobe received for his service on the Board in 2019, (ii) 9,277 RSUs that Mr.
−Removed: Gobe received for his service as an executive officer of the Company and (iii) 9,277 target PSUs that Mr.
−Removed: Gobe received for his service as an executive officer of the Company.
−Removed: For additional information, see “Grants of Plan-Based Awards” below.
−Removed: This amount includes (i) $109,615 that Mr.
−Removed: Holderness received in 2019 for his service as Interim Chief Financial Officer and (ii) $49,420 that Mr.
−Removed: Holderness received for consulting services provided to the Company from July 2019 until his appointment as Interim Chief Financial Officer on October 3, 2019.
−Removed: Grants of Plan‑Based Awards
−Removed: Estimated Possible Payouts
−Removed: Under Non‑Equity Incentive
−Removed: Plan Awards(1)
−Removed: Estimated Future Payouts
−Removed: Under Equity Incentive Plan
−Removed: Stock Awards:
−Removed: Shares of Stock
−Removed: Option Awards
−Removed: Date of Award Approval
−Removed: “Trey” Wilson III
−Removed: Mark Howell (6)
−Removed: Ian Denholm (7)
−Removed: Amounts in these columns represent the estimated payouts for annual cash incentive awards for 2019 assuming threshold, target and maximum performance achievement.
−Removed: Gobe, Holderness and Wilson, these columns represent the pro-rata portion of their annual cash incentive awards for the portion of 2019 following their respective appointments.
−Removed: Smith, these columns have been adjusted to take into account the value of his potential annual cash incentive calculated based on the portion of the year he served as each of Chief Financial Officer and Chief Administrative Officer.
−Removed: Howell and Mr.
−Removed: Denholm each forfeited their annual cash incentive awards in connection with their respective terminations of employment.
−Removed: The actual amounts paid to our Named Executive Officers for 2019 can be found in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above.
−Removed: See “Elements of Compensation for the 2019 Fiscal Year—Annual Cash Incentive Awards” above for additional information regarding these awards.
−Removed: These amounts represent the threshold, target and maximum number of PSUs granted to the Named Executive Officers during 2019.
−Removed: The number of PSUs which ultimately vest is based on the performance of the Company’s TSR relative to the TSR of the companies in our performance peer group during the three-year performance period ending on December 31, 2021, subject to the Named Executive Officer’s continued employment through such date.
−Removed: The PSUs granted in 2019 were subsequently cancelled and regranted on June 4, 2020 in order to ensure the availability of an exemption from liability under Section 16(b) of Exchange Act with respect to these awards.
−Removed: No changes were made to the terms of the awards in connection with the cancellation and regranting of such awards other than the date of grant.
−Removed: Other than as described in Note 5 below, amounts in this column reflect RSUs granted to the Named Executive Officers during 2019, which vest as to one-third on each of the first three anniversaries of the applicable date of grant, subject to the Named Executive Officer’s continued employment through each such date.
−Removed: These amounts represent the aggregate grant date fair value of RSUs and PSUs granted in 2019 to the Named Executive Officers, computed in accordance with FASB ASC Topic 718, disregarding estimated forfeitures.
−Removed: The grant date fair value of the PSUs is based on probable outcome with regard to the applicable performance metrics.
−Removed: For information regarding assumptions underlying the valuation of equity awards, see Note 14 of the Consolidated Financial Statements in this Form 10-K.
−Removed: Gobe’s award of 12,182 RSUs on July 11, 2019 was granted to Mr.
−Removed: Gobe pursuant to the Amended Director Compensation Policy in connection with his appointment as a member of the Board and as Chairman of the Board and will vest in full on the earliest to occur of (i) July 11, 2020, (ii) the day immediately preceding our 2020 annual meeting of stockholders and (iii) the occurrence of a Change in Control (as defined in the Incentive Plan and described below under
−Removed: “Potential Payments Upon Termination or Change in Control—Incentive Plan Awards”), subject to Mr.
−Removed: Gobe’s continued service through the applicable vesting date.
−Removed: Pursuant to the terms of the Incentive Plan, Mr.
−Removed: Howell forfeited all of his unvested RSUs and PSUs in connection with his September 29, 2019 separation, as described below in “Outstanding Equity Awards for Fiscal Year Ended December 31, 2019” and “Potential Payments Upon Termination or Change in Control—Howell Separation Agreement.”
−Removed: Pursuant to the terms of the Denholm Separation Agreement (as defined and described in “Potential Payments Upon Termination or Change in Control—Denholm Separation Agreement), Mr.
−Removed: Denholm forfeited all of the unvested RSUs and PSUs that did not become vested in connection with his December 8, 2019 separation, as describe below in “Outstanding Equity Awards for Fiscal Year Ended December 31, 2019.”
−Removed: Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
−Removed: Employment Agreements with Messrs.
−Removed: Redman, Smith, Sledge and Howell
−Removed: Howell’s September 29, 2019 resignation and Mr.
−Removed: Redman’s March 13, 2020 resignation, we were party to employment agreements with each of Messrs.
−Removed: Redman, Smith, Sledge and Howell.
−Removed: The employment agreements provide for an initial two-year term with an automatic renewal for successive one year terms unless either party gives notice of non-extension to the other no later than 90 days prior to the expiration of the then-applicable term.
−Removed: The employment agreements provide for initial base salaries of $250,000 for each of Messrs.
−Removed: Redman, Smith, Sledge and Howell.
−Removed: Redman, Smith and Sledge, the employment agreements provide that such Named Executive Officers will be eligible to receive an annual cash bonus in an amount up to 50% of the Named Executive Officer’s annual base salary, based upon individual and Company annual performance targets established by the Board in its sole discretion, stock option awards in connection with the IPO of the Company and four weeks of paid vacation.
−Removed: Pursuant to the terms of the employment agreements, the Board has the discretion to determine the amount of the annual bonuses payable based on achievement of such performance goals.
−Removed: Howell’s employment agreement provides that he will be eligible to receive an annual cash bonus in an amount commensurate with other public company executive officers, based upon individual and Company annual performance targets established by the Board in its sole discretion, and equity awards on a basis commensurate with other public company executive officers.
−Removed: In addition, Mr.
−Removed: Howell’s employment agreement provided for a reimbursement for all reasonable expenses that he incurred in connection with his relocation to the Midland, Texas area.
−Removed: Pursuant to the terms of the employment agreement, the Board has the discretion to determine the amount of the annual bonuses payable based on achievement of such performance goals.
−Removed: As described below in “Potential Payments Upon Termination or Change in Control—Employment Agreements—Employment Agreements with Messrs.
−Removed: Redman, Smith and Sledge,” pursuant to the employment agreements with Messrs.
−Removed: Redman, Smith, Sledge and Howell, upon termination of employment by the Company without Cause or by the Named Executive Officer for Good Reason, each Named Executive Officer is eligible to receive certain severance payments and benefits.
−Removed: Each Named Executive Officer will be required to execute a release of claims in favor of the Company in order to receive his severance benefits.
−Removed: The agreements also contain noncompetition covenants that apply through one year following termination of employment and non-solicitation covenants that apply through three years following termination of employment.
−Removed: Employment Agreement with Mr.
−Removed: On September 25, 2019, the Company entered into an employment agreement with Mr.
−Removed: Wilson appointing him as General Counsel and Corporate Secretary, effective September 30, 2019 (the “Wilson Employment Agreement”).
−Removed: The Wilson Employment Agreement provides for an initial two-year term with an automatic renewal for successive one year terms unless either party gives notice of non-extension to the other no later than 30 days prior to the expiration of the then-applicable term.
−Removed: The Wilson Employment Agreement provides for (i) an annualized base salary of $400,000, (ii) eligibility to receive an annual cash bonus with a target value of 75% of Mr.
−Removed: Wilson’s base salary under the Bonus Plan (prorated for 2019 based on months of service as General Counsel and Corporate Secretary), (iii) cash retention bonuses equal to $25,000 each, to be paid on the first and second anniversaries of the effective date and (iv) four weeks of paid vacation.
−Removed: As described below in “Potential Payments Upon Termination or Change in Control—Employment Agreements—Employment Agreement with Mr.
−Removed: Wilson,” pursuant to the Wilson Employment Agreement, upon termination of employment by the Company without Cause or by Mr.
−Removed: Wilson for Good Reason, Mr.
−Removed: Wilson is eligible to receive certain severance payments and benefits.
−Removed: Wilson will be required to execute a release of claims in favor of the Company in order to receive his severance benefits.
−Removed: The Wilson Employment Agreement also contains noncompetition and non-solicitation covenants that apply through one year following termination of employment.
−Removed: Letter Agreements with Messrs.
−Removed: Redman and Smith
−Removed: In connection with Mr.
−Removed: Redman’s removal as principal executive officer, the Company entered into a letter agreement with Mr.
−Removed: Redman effective October 3, 2019 (the “Redman Letter Agreement”).
−Removed: The Redman Letter Agreement describes Mr.
−Removed: Redman’s responsibilities, outlines the reporting relationship of each of the Company’s executive officers and includes Mr.
−Removed: Redman’s acknowledgment of and consent to these changes.
−Removed: The Redman Letter Agreement also confirms that Mr.
−Removed: Redman’s base salary and annual cash bonus opportunity under the Bonus Plan will remain unchanged and subject to Board discretion, and that his annual equity awards under the Incentive Plan will continue to be determined by the Compensation Committee in its sole discretion.
−Removed: The Redman Letter Agreement does not amend or supersede the employment agreement by and between the Company and Mr.
−Removed: Redman, effective April 17, 2013 (the “Redman Employment Agreement”), and confirms that the Redman Employment Agreement shall remain in full effect.
−Removed: On October 3, 2019, the Company entered into a letter agreement with Mr.
−Removed: Smith memorializing the terms of his revised role as Chief Administrative Officer (the “Smith Letter Agreement”).
−Removed: The Smith Letter Agreement describes Mr.
−Removed: Smith’s responsibilities and compensation as Chief Administrative Officer, including (i) an annualized base salary of $425,000, (ii) eligibility to receive an annual cash bonus under the Bonus Plan with a target value of 65% of his base salary (provided, that his 2019 bonus opportunity will take into account his position, duties and compensation prior to and following his appointment as Chief Administrative Officer and will remain subject to Board discretion) and (iii) continued eligibility to receive annual equity awards under the Incentive Plan as determined by the Compensation Committee of the Board in its sole discretion.
−Removed: The Smith Letter Agreement contains Mr.
−Removed: Smith’s acknowledgment of and consent to the aforementioned changes and provides that the Smith Employment Agreement, is deemed to be amended by the Smith Letter Agreement to the extent that any provision of the Smith Employment Agreement is inconsistent with the terms of the Smith Letter Agreement.
−Removed: Letter Agreements with Messrs.
−Removed: Gobe and Holderness
−Removed: On October 3, 2019, the Company entered into a letter agreement with Mr.
−Removed: Gobe memorializing the terms of his role as Executive Chairman (the “Gobe Letter Agreement”).
−Removed: Pursuant to the Gobe Letter Agreement, Mr.
−Removed: Gobe will receive an annualized base salary of $450,000 and will be eligible (i) to receive an annual cash bonus with a target value of 60% of his base salary under the Bonus Plan (prorated for 2019 based on months of service as Executive Chairman) and (ii) in 2020, to receive an equity award under the Incentive Plan with a grant date target value of approximately $637,500.
−Removed: On October 3, 2019, the Company also entered into a letter agreement with Mr.
−Removed: Holderness memorializing the terms of his role as Interim Chief Financial Officer (the “Holderness Letter Agreement”).
−Removed: Pursuant to the Holderness Letter Agreement, Mr.
−Removed: Holderness will receive an annualized base salary of $500,000 and reimbursement by the Company for reasonable expenses for temporary housing and travel incurred while performing services as Interim Chief Financial Officer.
−Removed: The Holderness Letter Agreement also provides that Mr.
−Removed: Holderness will be eligible (i) to receive an annual cash bonus under the Bonus Plan with a target value of 75% of his base salary (prorated for 2019 based on months of service as Interim Chief Financial Officer) and (ii) in 2020, to receive an equity award under the Incentive Plan with a grant date target value of approximately $1,000,000.
−Removed: So long as Mr.
−Removed: Holderness has aided in identifying, training and successfully transitioning his successor prior to his termination of employment, he will be eligible to receive a pro-rata bonus for the year in which his employment with the Company terminates, calculated based on the portion of such calendar year that he is employed by the Company and the performance of the Company for that full calendar year.
−Removed: See “Potential Payments Upon Termination or Change in Control—Holderness Agreements”).
−Removed: As described in Note 4 to the Summary Compensation Table, in 2017 and 2018 the Company unintentionally provided certain perquisites to Messrs.
−Removed: Redman and Smith due to inadequate expense documentation associated with the Company’s expense reimbursement practices.
−Removed: The Company has remediated the internal and disclosure control deficiencies that led to the provision and nondisclosure of these benefits.
−Removed: The Company has also adopted enhanced documentation requirements and revised key internal control policies and procedures with an emphasis on transactions involving related parties or potential conflicts of interest and travel and entertainment expense reimbursement.
−Removed: Redman and Smith have each reimbursed the Company for these amounts.
−Removed: In addition, during 2017 and 2018, the Company provided certain sporting and event tickets to Mr.
−Removed: Redman, made charitable donations on behalf of Messrs.
−Removed: Redman and Sledge, and employed pilots to fly Mr.
−Removed: Redman’s personal plane for both personal and business flights, providing them with salary and health benefits.
−Removed: The Company did not request the Named Executive Officers to reimburse these amounts, but these perquisites are no longer provided by the Company.
−Removed: The Company has increased the amounts reported in the Summary Compensation Table in the “All Other Compensation” column for each of 2017 and 2018 as appropriate and included additional disclosure in the footnotes thereto to rectify this oversight in the prior disclosures.
−Removed: Outstanding Equity Awards for Fiscal Year Ended December 31, 2019
−Removed: The following table reflects information regarding outstanding and unvested stock options, RSUs and PSUs held by our Named Executive Officers as of December 31, 2019.
−Removed: Option Awards
−Removed: Unexercisable
−Removed: Not Vested(6)
−Removed: Not Vested(5)
−Removed: “Trey” Wilson III
−Removed: On June 14, 2013, Messrs.
−Removed: Redman, Smith and Sledge were each granted 699,852 options to purchase our common stock that vested in equal annual installments on June 14, 2014, June 14, 2015, June 14, 2016 and June 14, 2017.
−Removed: Sledge exercised a portion of such options on March 16, 2017 via “cashless exercise” such that Mr.
−Removed: Sledge did not have to deliver any cash to exercise such stock options but the number of shares of common stock delivered by the Company upon the exercise of such stock options was reduced by the number of shares equal to the value of the exercise price and the applicable tax withholding.
−Removed: On July 19, 2016, Messrs.
−Removed: Redman, Smith and Sledge were granted 501,540, 310,971 and 231,019 options to purchase our common stock, respectively, that were originally scheduled to vest in equal installments December 31, 2016, June 30, 2017, December 31, 2017, June 30, 2018, and December 30, 2018.
−Removed: However, in connection with our IPO, we fully accelerated the vesting of the unvested portions of these options.
−Removed: These amounts reflect option awards granted under the Incentive Plan in connection with our IPO on March 16, 2017.
−Removed: Such awards vest in four substantially equal annual installments commencing on the first anniversary of the grant date.
−Removed: In connection with Mr.
−Removed: Denholm’s separation and pursuant to the terms of the Denholm Separation Agreement (as defined and described below in “Potential Payments Upon Termination or Change in Control—Denholm Separation Agreement”), a pro-rata portion of the stock options granted under the Incentive Plan to Mr.
−Removed: Denholm vested on December 8, 2019, based on months of service during the applicable vesting period, and the exercise period for the vested stock options granted to Mr.
−Removed: Denholm under the Incentive Plan was extended until October 3, 2020.
−Removed: The remainder of Mr.
−Removed: Denholm’s unvested stock options were forfeited upon his separation, pursuant to the terms of the Incentive Plan and the applicable award agreement thereunder.
−Removed: The amounts in this column represent RSU awards held by each Named Executive Officer which, other than as described for Mr.
−Removed: Gobe, vest pro-rata over the applicable remaining vesting dates as follows, subject to the Named Executive Officer’s continued employment:
−Removed: Number of Unvested RSUs on 12/31/2019
−Removed: Remaining Vesting Dates
−Removed: First to occur of (i) July 11, 2020, (ii) the day prior to our 2020 annual meeting of stockholders or (iii) the date of a Change in Control
−Removed: October 7, 2020, October 7, 2021 and October 7, 2022
−Removed: April 18, 2020 and April 18, 2021
−Removed: March 18, 2020, March 18, 2021 and March 18, 2022
−Removed: October 7, 2020, October 7, 2021 and October 7, 2022
−Removed: April 18, 2020 and April 18, 2021
−Removed: March 18, 2020, March 18, 2021 and March 18, 2022
−Removed: April 18, 2020 and April 18, 2021
−Removed: March 18, 2020, March 18, 2021 and March 18, 2022
−Removed: “Trey” Wilson III
−Removed: October 7, 2020, October 7, 2021 and October 7, 2022
−Removed: Gobe, these amounts include a grant of RSUs made pursuant to the Amended Director Compensation Policy in connection with his appointment as a member of the Board and as Chairman of the Board on July 11, 2019.
−Removed: See “Director Compensation” for more information.
−Removed: Any unvested RSUs held by Mr.
−Removed: Howell were forfeited and cancelled in accordance with the terms of such award agreements in connection with his September 29, 2019 separation, as described below in “Potential Payments Upon Termination or Change in Control—Howell Separation Agreement.” In connection with Mr.
−Removed: Denholm’s separation and pursuant to the terms of the Denholm Separation Agreement (described below under “Potential Payments Upon Termination or Change in Control—Denholm Separation Agreement”), a pro-rata portion of the RSUs granted to Mr.
−Removed: Denholm during the 2019 calendar year were vested on December 8, 2019, based on months of service during the applicable vesting period.
−Removed: The amounts in this column were calculated by multiplying $11.25, the closing price of our common stock on December 31, 2019, by the number of awards reported.
−Removed: Pursuant to the applicable SEC rules, the amounts in this column and in the table below reflect the maximum number of PSUs held by each Named Executive Officer which may vest, if at all, based on the performance of the Company’s stock relative to a peer group during the applicable three-year performance period as shown in the below table.
−Removed: The actual number of PSUs earned based on actual performance over the full performance period may range from 0% to 100% of the amount below.
−Removed: All outstanding PSUs, including PSUs granted in 2018 and 2019, were subsequently cancelled and regranted on June 4, 2020 in order to ensure the availability of an exemption from liability under Section 16(b) of the Exchange Act with respect to these awards.
−Removed: No changes were made to the terms of the awards in connection with the cancellation and regranting of such awards other than the date of grant.
−Removed: Maximum Number of Unvested PSUs on 12/31/2019
−Removed: Applicable Performance Period End Date
−Removed: December 31, 2021
−Removed: December 31, 2020
−Removed: December 31, 2021
−Removed: December 31, 2021
−Removed: December 31, 2020
−Removed: December 31, 2021
−Removed: December 31, 2020
−Removed: December 31, 2021
−Removed: “Trey” Wilson III
−Removed: December 31, 2021
−Removed: Any unvested PSUs held by Mr.
−Removed: Howell were forfeited and cancelled in accordance with the terms of such award agreements in connection with his September 29, 2019 separation, as described below in “Potential Payments Upon Termination or Change in Control—Howell Separation Agreement.” In connection with Mr.
−Removed: Denholm’s separation and pursuant to the terms of the Denholm Separation Agreement (described below under “Potential Payments Upon Termination or Change in Control—Denholm Separation Agreement”), a pro-rata portion of the PSUs granted to Mr.
−Removed: Denholm during the 2019 calendar year were vested on December 8, 2019, based on target performance and months of service during the applicable performance period.
−Removed: 2019 Option Exercises and Stock Vested
−Removed: Option Awards
−Removed: Newton III “Trey” Wilson
−Removed: This column reflects the RSUs and PSUs held by each Named Executive Officer that vested during 2019, except as noted below for Mr.
−Removed: The target number of PSUs granted to the Named Executive Officers in 2017 vested.
−Removed: Howell and Denholm, this column reflects the RSUs held each Named Executive Officer that vested in accordance with their applicable vesting schedules prior to their respective separations.
−Removed: Denholm, this amount also includes the accelerated vesting of certain of his outstanding RSUs and PSUs, based up target performance, as provided for in the Denholm Separation Agreement and as described below under “Potential Payments Upon Termination or Change in Control—Denholm Separation Agreement.”
−Removed: This column reflects the aggregate market value realized by each Named Executive Officer upon vesting, calculated by multiplying the number of RSUs and PSUs that vested (including shares withheld for tax withholding purposes) by the closing price of our common stock on the applicable vesting date.
−Removed: Pension Benefits
−Removed: We do not sponsor any qualified or non‑qualified defined benefit pension plans.
−Removed: Nonqualified Deferred Compensation
−Removed: We do not have any non‑qualified deferred compensation plans.
−Removed: Potential Payments upon Termination or Change in Control
−Removed: Employment Agreements
−Removed: On December 31, 2019, we were party to employment agreements with each of Messrs.
−Removed: Redman, Smith, Sledge and Wilson.
−Removed: Prior to his September 29, 2019 resignation, we were also party to an employment agreement with Mr.
−Removed: Howell, but his severance amounts were not determined in accordance with his employment agreement and are described below under “—Howell Separation Agreement.” As of December 31, 2019, none of our other Named Executive Officers are party to an employment agreement or any other agreement that provides for severance payments or benefits.
−Removed: As of the filing of this Annual Report, we were not a party to any employment or letter agreements with any of our Named Executive Officers, other than Mr.
−Removed: Sledge, that provide for severance payments or benefits.
−Removed: Certain of our Named Executive Officers are participants in the Executive Severance Plan, which is described in detail below in the sub-section entitled “Actions Taken Following December 31, 2019.”
−Removed: Employment Agreements with Messrs.
−Removed: Redman, Smith and Sledge
−Removed: The employment agreements with Messrs.
−Removed: Redman, Smith and Sledge provide such Named Executive Officers with the following severance payments and benefits upon their termination of employment without “Cause” or resignation for “Good Reason” (each as defined below):
−Removed: Lump sum payment equal to the amount of earned but unpaid base salary, reimbursement for all incurred but unreimbursed expenses and the value of all accrued but unused vacation (the “Standard Accrued Amounts”);
−Removed: One times the sum of (i) the Named Executive Officer’s current annualized base salary and (ii) the amount of the Named Executive Officer’s annual bonus paid for the year prior to the year of termination, payable in equal installments in accordance with normal payroll practices for the 12 months following the termination date;
−Removed: Payment of any earned but unpaid annual bonus for the year prior to the year of the termination, payable at the time such bonuses are paid to other executives;
−Removed: Reimbursement for the excess of the premiums for continued health coverage for the Named Executive Officer, his spouse and his eligible dependents under the Company’s group health plans in accordance with COBRA over the current employee rates for up to 12 months, or if earlier, the date that the Named Executive Officer becomes covered under another employer’s group health plans.
−Removed: To receive the above described severance payments and benefits, each Named Executive Officer must execute a release of claims in favor of the Company and comply with the terms of his employment agreement, including a one-year non-competition and three-year non-solicitation obligation as well as a perpetual confidentiality and non-disparagement obligation.
−Removed: Only the Standard Accrued Amounts are payable in the event of the Named Executive Officer’s termination due to his death or “Disability” (as defined below), and the Named Executive Officers are not entitled to enhanced severance payments or benefits upon termination in connection with or following a change in control.
−Removed: As used in the employment agreements with Messrs.
−Removed: Redman, Smith and Sledge, the following terms generally mean:
−Removed: “Cause” generally means the Named Executive Officer’s (i) willful failure or refusal (other than due to Disability) to perform obligations or any lawful directive from the Board, subject to a 30-day cure period, (ii) commission, conviction, plea of no contest, plea of nolo contendere or imposition of unadjudicated probation for any felony or crime involving moral turpitude, (iii) unlawful use or possession of illegal drugs on the Company’s premises or while performing duties, (iv) fraud, embezzlement, misappropriation, misconduct, conversion of assets of the Company or breach of fiduciary duty or (v) material breach of the employment agreement or any agreement with the Company or its affiliates, subject to a 30-day cure period.
−Removed: “Good Reason” generally means (i) the material diminution in the Named Executive Officer’s base salary, authority, duties, or responsibilities or (ii) the material breach by the Company of any of its obligations under the employment agreement, in each case, subject to a 90-day notice period, 30-day cure period and the Named Executive Officer’s resignation within six months of the end of the cure period.
−Removed: “Disability” generally means the Named Executive Officer’s inability to engage in substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or last for at least 12 continuous months.
−Removed: Employment Agreement with Mr.
−Removed: On September 25, 2019, we entered into the Wilson Employment Agreement that provides Mr.
−Removed: Wilson with the following severance payments and benefits upon his termination of employment without “Cause” or resignation for “Good Reason” (each as defined below):
−Removed: Lump sum payment equal to the amount of earned but unpaid base salary (the “Wilson Accrued Amounts”);
−Removed: One times (or, if such termination or resignation, as applicable, occurs within 12 months following a “Change in Control” (as defined in the Incentive Plan and as described below), one and one half times) the sum of (i) the Mr.
−Removed: Wilson’s then-current annualized base salary and (ii) the target amount of Mr.
−Removed: Wilson’s annual bonus for the year of the termination, payable in equal installments in accordance with normal payroll practices for the 12 months following the termination date.
−Removed: To receive the above described severance payments and benefits, Mr.
−Removed: Wilson must execute a release of claims in favor of the Company and comply with the terms of the Wilson Employment Agreement, including a one-year non-competition and one-year non-solicitation obligation as well as a perpetual confidentiality obligation.
−Removed: Only the Wilson Accrued Amounts are payable in the event of the Mr.
−Removed: Wilson’s termination due to his death or “Disability” (as defined below).
−Removed: As used in the Wilson Employment Agreement, the following terms generally mean:
−Removed: “Cause” generally means Mr.
−Removed: Wilson’s (i) material breach of the employment agreement or any other agreement with the Company or its affiliates, subject to a 30-day notice and 15-day cure period, (ii) material breach of the Company’s or its affiliates’ policies or code of conduct applicable to Mr.
−Removed: Wilson, subject to a 30-day notice and 15-day cure period, (iii) material breach of any law applicable to the workplace or employment relationship, subject to a 30-day notice and 15-day cure period, (iv) gross negligence, material misconduct reflecting negatively on the Company, breach of fiduciary duty, fraud, theft or embezzlement, (v) conviction of or plea of nolo contendere to any felony (or state law equivalent) or any crime involving moral turpitude, (vi) material failure or refusal (other than due to Disability) to perform obligations or any lawful director from the Board or the Company’s principal executive officer, subject to a 30-day notice and 15-day cure period, (vii) unlawful use or possession of illegal drugs on the Company’s premises or while performing duties, (viii) failure to exercise the degree of care, skill and diligence as lawyers of ordinary skill and knowledge commonly possess and exercise or failure to act with undivided loyalty to the Company and its affiliates, subject to a 30-day notice and 15-day cure period, or (ix) failure to maintain a license to practice law in the state of Texas or failure to maintain good standing with the State Bar of Texas.
−Removed: “Good Reason” generally means (i) the material diminution in Mr.
−Removed: Wilson’s base salary, authority, duties, or responsibilities (provided that his removal from the board of directors or as an officer of any of the Company’s affiliates shall not constitute Good Reason), (ii) the material breach by the Company of any of its obligations under the employment agreement or (iii) Mr.
−Removed: Wilson’s relocation by more than 50 miles from his current place of business, in each case, subject to a 30-day notice period, 15-day cure period and Mr.
−Removed: Wilson’s resignation within 75 days of the end of the cure period.
−Removed: “Disability” generally means Mr.
−Removed: Wilson’s inability to perform the essential functions of his job due to physical or mental impairment for a period that exceeds 120 consecutive days or 180 total days in any 12-month period, as determined by the Board.
−Removed: Holderness Agreements
−Removed: On October 3, 2019, we entered into the Holderness Letter Agreement that provides Mr.
−Removed: Holderness with the eligibility to receive a pro-rata bonus for the year in which his employment with the Company terminates, calculated based on the portion of such calendar year that he is employed by the Company and the performance of the Company for that full calendar year and payable at the time that such annual bonuses are paid to other executives.
−Removed: The pro-rata bonus is only payable upon Mr.
−Removed: Holderness’s termination of employment if Mr.
−Removed: Holderness is deemed a “good leaver” (as defined below).
−Removed: In addition, Mr.
−Removed: Holderness’s 2019 award agreements under the Incentive Plan provide Mr.
−Removed: Holderness with the following upon his termination of employment if Mr.
−Removed: Holderness is deemed a good leaver:
−Removed: Accelerated vesting of a pro-rata number of RSUs, calculated based on the number of days Mr.
−Removed: Holderness was employed by the Company during the applicable vesting period;
−Removed: Deemed satisfaction of the applicable service requirement with respect to a pro-rata number of PSUs, calculated based on the number of days employed by the Company during the applicable performance period, which remain outstanding and eligible to vest subject to satisfaction of the applicable performance metrics through the end of the applicable performance period.
−Removed: To receive the above described severance payments and benefits, Mr.
−Removed: Holderness must execute a release of claims in favor of the Company and comply with the terms of the Holderness Letter Agreement and Mr.
−Removed: Holderness’s award agreements under the Incentive Plan, including a one-year non-competition and two-year non-solicitation obligation as well as a perpetual confidentiality obligation.
−Removed: In the event of the Mr.
−Removed: Holderness’s termination due to his death, “Disability” or “Retirement” (each as defined below in “—Incentive Plan Awards”), his RSU and PSU awards will be treated in accordance with the terms of the Incentive Plan, as described below in “—Incentive Plan Awards.”
−Removed: As used in the Holderness Letter Agreement and in the RSU and PSU award agreements with Mr.
−Removed: Holderness, “good leaver” generally means that Mr.
−Removed: Holderness has aided in identifying, training and successfully transitioning his successor prior to his termination of service.
−Removed: Stock Option Plan Awards
−Removed: The stock options granted under the Stock Option Plan are fully vested.
−Removed: The vested and outstanding stock options awarded under the Stock Option Plan will remain outstanding and exercisable for 90 days following a Named Executive Officer’s termination of service without “Cause” or due to his resignation for “Good Reason” and will remain outstanding and exercisable for 12 months following a Named Executive Officer’s termination of service due to his death or “Disability.”
−Removed: Redman, Smith and Sledge hold stock options under the Stock Option Plan, and “Cause,” “Good Reason” and “Disability” are each as defined under their employment agreements for purposes of the Stock Option Plan.
−Removed: Incentive Plan Awards
−Removed: Holderness’s equity awards under the Incentive Plan are governed by the terms of the award agreements for Mr.
−Removed: Holderness described above under “—Holderness Agreements.” All other Named Executive Officers’ equity awards are subject to the following terms.
−Removed: Pursuant to the Incentive Plan, in the event of a termination of employment of a Named Executive Officer due to his death, "Disability” or “Retirement,” (i) all unvested RSUs and stock options that would have vested had the Named Executive Officer continued his service during the 12 months following the termination will vest on such termination or resignation date, and (ii) with respect to any unvested PSUs, if such termination of employment occurs within one year prior to the last day of the applicable performance period, the Named Executive Officer’s unvested PSUs will remain outstanding and eligible to vest at the end of the applicable performance period.
−Removed: In the event of a termination of a Named Executive Officer by the Company without “Cause” upon or within one year following a “Change in Control,” all unvested RSUs, stock options and PSUs will immediately vest based on performance as of the date of the Change in Control.
−Removed: In the event of a termination of employment of a Named Executive Officer for any other reason, all unvested RSUs and PSUs will be forfeited immediately upon the termination.
−Removed: Gobe’s RSUs received for his service as a director under the Incentive Plan shall vest in full upon a Change in Control.
−Removed: Otherwise, such RSUs are governed by the terms set forth above.
−Removed: Gobe’s equity awards received for his service as an executive officer under the Incentive Plan shall be governed in accordance with the terms set forth above.
−Removed: To receive the above described severance payments and benefits, the Named Executive Officers must execute a release of claims in favor of the Company and comply with the terms of certain restrictive covenants, including a one-year non-competition and two-year non-solicitation obligation as well as a perpetual confidentiality and non-disparagement obligations.
−Removed: As used in the Incentive Plan and the award agreements thereunder, “Cause” and “Disability” have the meaning set forth in each Named Executive Officer’s employment agreement, or, if none, generally have the meanings set forth below.
−Removed: In addition, “Retirement” and “Change in Control” generally have the meanings set forth below.
−Removed: “Cause” generally means the Named Executive Officer’s (i) willful failure to substantially perform his duties, (ii) willful failure to carry out, or comply with, in any material respect any lawful directive of our board of directors, (iii) commission at
−Removed: any time of any act or omission that results in, or may reasonably be expected to result in, a conviction, a plea of no contest, plea of nolo contendere or imposition of unadjudicated probation for any felony or crime involving moral turpitude, (iv) unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing his duties and responsibilities, (v) commission at any time of any act of fraud, embezzlement, misappropriation, misconduct, conversion of assets of the Company or breach of fiduciary duty against the Company or (vi) material breach of the employment agreement or any other agreement with the Company, subject to certain procedural requirements.
−Removed: “Change of Control” generally means (i) any transaction or series of transactions whereby any person, other than the Company, any of its subsidiaries or any Company benefit plan, acquires beneficial ownership of 30% or more of the total combined voting power of the Company’s securities, (ii) the current members of the Board cease to constitute a majority of the Board for any reason, (iii) the consummation by the Company of a merger, consolidation, reorganization or business combination or a sale of all or substantially all of the Company’s assets, unless (a) the Company controls the successor entity, (b) no person owns 50% or more of the combined voting power of the successor entity or (c) the current members of the Board represent the majority of the successor entity’s board or (iv) the tenth day following the complete dissolution of the Company.
−Removed: “Disability” generally means the Named Executive Officer’s inability to engage in substantial gainful activity by reason of any medically determinable physical or mental impairment.
−Removed: “Retirement” generally means the termination of the Named Executive Officer’s employment following his attainment of both (i) age 60 and (ii) ten years of service with the Company or one of its affiliates.
−Removed: Quantification of Benefits on Termination
−Removed: The table below quantifies the payments and benefits that would have been paid to our Named Executive Officers pursuant to the terms of the employment agreements and equity award agreements in the event of certain terminations of employment with us, had such terminations occurred on December 31, 2019.
−Removed: Termination without Cause or Resignation for Good Reason (1) ($)
−Removed: Termination as a Result of Death, Disability or Retirement (2) ($)
−Removed: Termination Without Cause Within One Year Following a Change in Control (3)
−Removed: Resignation for Good Reason Within One Year Following a Change in Control (3)
−Removed: Cash Severance (4)
−Removed: Pro-Rata Bonus (5)
−Removed: COBRA Subsidy (6)
−Removed: RSU & PSU Acceleration (7)
−Removed: Stock Option Acceleration (7)
−Removed: Cash Severance (4)
−Removed: Pro-Rata Bonus (5)
−Removed: COBRA Subsidy (6)
−Removed: RSU & PSU Acceleration (7)
−Removed: Stock Option Acceleration (7)
−Removed: Termination without Cause or Resignation for Good Reason (1) ($)
−Removed: Termination as a Result of Death, Disability or Retirement (2) ($)
−Removed: Termination Without Cause Within One Year Following a Change in Control (3)
−Removed: Resignation for Good Reason Within One Year Following a Change in Control (3)
−Removed: Cash Severance (4)
−Removed: Pro-Rata Bonus (5)
−Removed: COBRA Subsidy (6)
−Removed: RSU & PSU Acceleration (7)
−Removed: Stock Option Acceleration (7)
−Removed: Cash Severance (4)
−Removed: Pro-Rata Bonus (5)
−Removed: COBRA Subsidy (6)
−Removed: RSU & PSU Acceleration (7)
−Removed: Stock Option Acceleration (7)
−Removed: Cash Severance (4)
−Removed: Pro-Rata Bonus (5)
−Removed: COBRA Subsidy (6)
−Removed: RSU & PSU Acceleration (7)
−Removed: Stock Option Acceleration (7)
−Removed: “Trey” Wilson
−Removed: Cash Severance (4)
−Removed: Pro-Rata Bonus (5)
−Removed: COBRA Subsidy (6)
−Removed: RSU & PSU Acceleration (7)
−Removed: Stock Option Acceleration (7)
−Removed: Amounts in this column reflect payments made upon termination by the Company without “Cause” or by the Named Executive Officer for “Good Reason.” For Mr.
−Removed: Gobe, such quoted terms are as defined in the applicable award agreement, and for Messrs.
−Removed: Redman, Smith, Sledge and Wilson, such quoted terms are as defined in his employment agreement, in each case, as described above.
−Removed: For purposes of this table, we are equating a termination without “Cause” or resignation for “Good Reason” with Mr.
−Removed: Holderness’s “good leaver” resignation and have included payments he would receive upon his separation as a “good leaver” in this column only.
−Removed: Amounts in this column reflect payments made upon termination as a result of the Named Executive Officer’s death, “Disability” or “Retirement.” For Messrs.
−Removed: Gobe and Holderness, such quoted terms are as defined in the applicable award agreement, and for Messrs.
−Removed: Redman, Smith, Sledge and Wilson, “Disability” is as defined in his employment agreement and “Retirement” is defined in the applicable award agreement, in each case, as described above.
−Removed: Currently, only Messrs.
−Removed: Smith and Sledge are Retirement eligible.
−Removed: Amounts in this column reflect payments made upon termination by the Company without Cause or by the Named Executive Officer for Good Reason, in each case, within 12 months following a “Change in Control.” As described above under “—Incentive Plan Awards,” RSUs, stock options and PSUs granted under the Incentive Plan are accelerated in connection with a Named Executive Officer’s termination without Cause within 12 months following a Change in Control but are not accelerated in connection with a Named Executive Officer’s resignation for Good Reason, whether or not such resignation follows a Change in Control.
−Removed: For purposes of this table, we are including the value of the 12,182 RSUs Mr.
−Removed: Gobe was granted as a director in these columns.
−Removed: these RSUs would vest immediately upon Change in Control, whether or not Mr.
−Removed: Gobe is terminated without Cause within 12 months following such Change in Control.
−Removed: Pursuant to the employment agreements, upon termination of employment by the Company without Cause or by the Named Executive Officer for Good Reason, each Named Executive Officer with an employment agreement will receive the sum of his then current annual base salary and the amount of his annual bonus paid to him for the immediately preceding calendar year (or, for Mr.
−Removed: Wilson, the target amount of his annual bonus for the current calendar year), payable in 12 equal installments over the year following termination.
−Removed: Gobe and Holderness are not party to an employment agreement and are not entitled to any cash severance.
−Removed: Pursuant to the terms of the Holderness Letter Agreement, Mr.
−Removed: Holderness is the only Named Executive Officer eligible to receive a pro-rata bonus, based upon the number of days Mr.
−Removed: Holderness was employed by the Company during the applicable calendar year, upon his separation as a “good leaver,” as described above under “—Holderness Agreements.” The full bonus paid to Mr.
−Removed: Holderness for performance during 2019 is included in the table because it was prorated based upon his service from October 3, 2019 to December 31, 2019 prior to payment.
−Removed: See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Letter Agreements with Messrs.
−Removed: Gobe and Holderness.”
−Removed: Pursuant to the employment agreements with Messrs.
−Removed: Redman, Smith and Sledge, upon termination of employment by the Company without Cause or by the Named Executive Officer for Good Reason, whether or not within 12 months following a Change in Control, the Company will reimburse the Named Executive Officer for the difference between the cost of the COBRA premiums and the cost for similarly-situated employees to effect such coverage under the Company’s group health plans for up to 12 months following such termination.
−Removed: The COBRA reimbursement amount is based on the premiums in effect on December 31, 2019 and each applicable Named Executive Officer’s elections in place on such date, which are assumed for purposes of this table to remain the same throughout the period for which the COBRA reimbursement would be available.
−Removed: Gobe and Holderness are not party to an employment agreement and are not entitled to such benefit, and Mr.
−Removed: Wilson’s employment agreement does not provide for this benefit.
−Removed: For the RSUs, these amounts are calculated by multiplying the number of RSUs that would have become vested upon the applicable event by $11.25, the closing price of our common stock on December 31, 2019.
−Removed: The unvested stock options have an exercise price of $14.00, which is $2.75 more than the market value of our common stock on December 31, 2019, so the value of any accelerated stock options has not been included in this table.
−Removed: These amounts are calculated for the PSUs by multiplying the number of PSUs that would become vested upon the applicable event by $11.25, the closing price of our common stock on December 31, 2019.
−Removed: The number of PSUs used in such calculation reflects actual performance as of December 31, 2019, which was at target for all outstanding PSUs.
−Removed: However, PSUs that vest as a result of (i) a Named Executive Officer’s death, Disability or Retirement and (ii) Mr.
−Removed: Holderness’ separation from service as a “good leaver” will vest based on actual performance as of the end of the applicable performance period, and, as a result, the amounts included reflect estimated payouts of such PSUs.
−Removed: Howell Separation Agreement
−Removed: On August 30, 2019, Mr.
−Removed: Howell and the Company entered into a Separation and General Release Agreement (the “Howell Separation Agreement”), pursuant to which Mr.
−Removed: Howell’s employment with the Company terminated on September 29, 2019 (the “Howell Separation Date”).
−Removed: Under the Howell Separation Agreement, Mr.
−Removed: Howell became entitled to receive the following benefits, subject to his execution and non-revocation of a release of claims and continued compliance with certain restrictive covenants:
−Removed: Lump-sum cash payment equal to $725,000, payable shortly following the Howell Separation Date;
−Removed: Cash severance equal to $725,000, payable in equal installments during the one-year period following the Howell Separation Date;
−Removed: Partially subsidized continuation coverage for Mr.
−Removed: Howell, his spouse and his eligible dependents under the Company’s group health plans pursuant to COBRA for 12 months following the Howell Separation Date, or if earlier, the date Mr.
−Removed: Howell becomes covered under the group health plan of another employer.
−Removed: Upon the Howell Separation Date, Mr.
−Removed: Howell forfeited all unvested equity awards in connection with his separation pursuant to the terms of the Incentive Plan.
−Removed: The table below quantifies the value of the payments and benefits received or to be received by Mr.
−Removed: Howell pursuant to the Howell Separation Agreement.
−Removed: Type of Benefits
−Removed: Severance Payments($)
−Removed: Cash Severance
−Removed: COBRA Subsidy (1)
−Removed: The COBRA reimbursement amount is based on the premium in effect on the Howell Separation Date and Mr.
−Removed: Howell’s elections in place on such date, which are assumed for purposes of this table to remain the same throughout the 12-month period for which the COBRA reimbursement would be available.
−Removed: Denholm Separation Agreement
−Removed: On October 3, 2019, Mr.
−Removed: Denholm and the Company entered into a Separation and General Release Agreement (the “Denholm Separation Agreement”) pursuant to which Mr.
−Removed: Denholm’s employment with the Company terminated on December 8, 2019 (the “Denholm Separation Date”).
−Removed: Pursuant to the terms of the Denholm Separation Agreement, Mr.
−Removed: Denholm continued to receive the base salary and benefits to which he was entitled immediately prior to his resignation as Chief Accounting Officer until the Denholm Separation Date.
−Removed: Further, under the Denholm Separation Agreement, Mr.
−Removed: Denholm became entitled to receive the following benefits, subject to his execution and non-revocation of a release of claims and continued compliance with certain restrictive covenants:
−Removed: Cash severance equal to $490,000, payable in equal installments during the one-year period following the Howell Separation Date;
−Removed: Partially subsidized continuation coverage for Mr.
−Removed: Denholm, his spouse and his eligible dependents under the Company’s group health plans pursuant to COBRA for 12 months following the Denholm Separation Date, or if earlier, the date Mr.
−Removed: Denholm becomes covered under the group health plan of another employer;
−Removed: Accelerated vesting of 2,995 stock options granted under the Incentive Plan;
−Removed: Accelerated vesting of 2,151 RSUs granted under the Incentive Plan;
−Removed: Deemed satisfaction of the applicable service requirement with respect to and accelerated vesting of 4,257 PSUs, based on target performance;
−Removed: Extension of the exercise period of Mr.
−Removed: Denholm’s stock options granted under the Incentive Plan that have become vested and are outstanding as of the Denholm Separation Date such that they shall not be forfeited on the 91st day following the Denholm Separation Date pursuant to the terms of the Incentive Plan but instead shall remain outstanding and eligible to vest until October 3, 2020.
−Removed: In addition, the Company agreed to pay Mr.
−Removed: Denholm a lump sum payment equal to the value of all accrued but unused vacation in connection with his separation.
−Removed: Upon the Denholm Separation Date, Mr.
−Removed: Denholm forfeited all other unvested equity awards in connection with his separation pursuant to the terms of the Incentive Plan.
−Removed: The table below quantifies the value of the payments and benefits received or to be received by Mr.
−Removed: Denholm pursuant to the Denholm Separation Agreement.
−Removed: Type of Benefits
−Removed: Severance Payments ($)
−Removed: Vacation Payout
−Removed: Cash Severance
−Removed: COBRA Subsidy (1)
−Removed: Stock Option Acceleration (2)
−Removed: RSU Acceleration (2)
−Removed: PSU Acceleration (2)
−Removed: The COBRA reimbursement amount is based on the premium in effect on the Denholm Separation Date and Mr.
−Removed: Denholm’s elections in place on such date, which are assumed for purposes of this table to remain the same throughout the 12-month period for which the COBRA reimbursement would be available.
−Removed: For the RSUs and PSUs, these amounts are calculated by multiplying the number of RSUs and PSUs that were vested on the Denholm Separation Date by $9.44, the closing price of our common stock on the last trading day prior to the Denholm Separation Date.
−Removed: The unvested stock options have an exercise price of $14.00, which is $4.56 more than the market value of our common stock on the Denholm Separation Date, so the value of any accelerated stock options has not been included in this table.
−Removed: Actions Taken Following December 31, 2019
−Removed: Redman Separation Agreement
−Removed: On March 13, 2020, Mr.
−Removed: Redman and the Company entered into a Separation and Release Agreement (the “Redman Separation Agreement”), pursuant to which Mr.
−Removed: Redman’s employment with the Company terminated on March 13, 2020 (the “Redman Separation Date”).
−Removed: Under the Redman Separation Agreement, Mr.
−Removed: Redman became entitled to receive the following benefits, subject to his execution and non-revocation of a release of claims and continued compliance with certain restrictive covenants, including additional restrictive covenants that result in a total of a five-year non-competition and non-solicitation obligation (an increase from the one-year non-competition and three-year non-solicitation obligation set forth in Mr.
−Removed: Redman’s employment agreement):
−Removed: Lump-sum cash payment equal to $38,217 for his accrued but unused vacation days;
−Removed: Extension of the exercise period of Mr.
−Removed: Redman’s stock options granted under the Stock Option Plan and the Incentive Plan that have become vested and are outstanding as of the Redman Separation Date such that they shall not be forfeited on the 91st day following the Redman Separation Date pursuant to the terms of the applicable plans but instead shall remain outstanding and eligible to vest until the one-year anniversary of the Redman Separation Date;
−Removed: The ability to exercise his vested and unexercised stock options using a “cashless exercise” during the extended exercise period such that Mr.
−Removed: Redman does not have to deliver any cash to exercise such stock options but the number of shares of common stock delivered by the Company upon the exercise of such stock options shall be reduced by the number of shares equal to the value of the exercise price and the applicable tax withholding;
−Removed: Full reimbursement of the cost of continuation coverage for Mr.
−Removed: Redman, his spouse and his eligible dependents under the Company’s group health plans pursuant to COBRA for 18 months following the Redman Separation Date, or if earlier, the date Mr.
−Removed: Redman becomes covered under the group health plan of another employer.
−Removed: Redman forfeited all unvested equity awards in connection with his separation pursuant to the terms of the Incentive Plan.
−Removed: The table below quantifies the value of the payments and benefits received or to be received by Mr.
−Removed: Redman pursuant to the Redman Separation Agreement.
−Removed: Type of Benefits
−Removed: Severance Payments ($)
−Removed: Vacation Payout
−Removed: Stock Option Extension (1)
−Removed: “Cashless Exercise” of Stock Options
−Removed: COBRA Subsidy (2)
−Removed: The value of the stock option extension is equal to the incremental fair value of the modification of such awards, calculated in accordance with FASB ASC Topic 718.
−Removed: The COBRA reimbursement amount is based on the premium in effect on the Redman Separation Date and Mr.
−Removed: Redman’s elections in place on such date, which are assumed for purposes of this table to remain the same throughout the 18-month period for which the COBRA reimbursement would be available.
−Removed: Letter Agreement with Jeffrey D.
−Removed: Pursuant to the 2020 Smith Letter Agreement and in connection with Mr.
−Removed: Smith’s appointment as Senior Advisor to the Chief Executive Officer, Mr.
−Removed: Smith’s employment agreement was terminated as of March 13, 2020.
−Removed: Smith is no longer eligible to receive any cash severance benefits upon his termination of employment for any reason.
−Removed: As consideration for the removal of Mr.
−Removed: Smith’s employment agreement, Mr.
−Removed: Smith received the ability to exercise his (i) vested and outstanding stock options under the Stock Option Plan for up to one year following his termination of employment and (ii) vested and outstanding stock options under the Incentive Plan for up to one year following the date he ceases to provide services to the Company, in each case, using a “cashless exercise” such that Mr.
−Removed: Smith does not have to deliver any cash to exercise such stock options but the number of shares of common stock delivered by the Company upon the exercise of such stock options shall be reduced by the number of shares equal to the value of the exercise price and the applicable withholding.
−Removed: Amended Executive Severance Plan
−Removed: On March 13, 2020, the Board adopted the Executive Severance Plan, pursuant to which the Named Executive Officers are eligible to receive severance payments and benefits, as described in more detail below.
−Removed: On April 10, 2020, the Board adopted the Amended Executive Severance Plan such that the severance amounts payable upon certain terminations of employment are calculated without taking into account any temporary reduction to a participant’s annualized base salary in connection with a general reduction in base salaries that affects all similarly situated employees of the Company in substantially the same proportions, as determined by the Compensation Committee in its sole discretion.
−Removed: Following the approval of the Executive Severance Plan and the Amended Executive Severance Plan, none of the Named Executive Officers other than Mr.
−Removed: Sledge have an employment agreement with the Company, and Messrs.
−Removed: Gobe, Holderness and Wilson each have entered into a participation agreement with the Company such that Mr.
−Removed: Gobe is a “Tier 1 Executive,” Mr.
−Removed: Holderness is a “Tier 2 Executive” and Mr.
−Removed: Wilson is a “Tier 3 Executive” in the Amended Executive Severance Plan (each quoted term as defined in the Amended Executive Severance Plan and described below).
−Removed: Upon the Named Executive Officer’s termination without “Cause” or a resignation for “Good Reason” (each as defined in the Amended Executive Severance Plan and described below), participants in the Amended Executive Severance Plan will be eligible to receive the following benefits:
−Removed: A lump sum cash payment equal to 2.0 (for Tier 1 Executives), 1.5 (for Tier 2 Executives) or 1.0 (for Tier 3 Executives) times the sum of the participant’s (i) annualized base salary then in effect and (ii) target annual bonus for the year in which the termination occurred;
−Removed: Any earned but unpaid bonus for the year preceding the year of termination based on the Company’s actual performance, paid at the time such bonuses are paid to all other executives;
−Removed: Reimbursement for a portion of the cost of continuation coverage for the participant and his or her spouse and eligible dependents under the Company’s group health plans pursuant to COBRA for 12 months (or 18 months for Tier 1 Executives), unless such coverage is earlier terminated in accordance with the terms of the Amended Executive Severance Plan.
−Removed: Upon a termination without Cause or a resignation for Good Reason within 12 months following a “Change in Control” (as defined in the Amended Executive Severance Plan), participants in the Amended Executive Severance Plan will be eligible to receive the following benefits:
−Removed: A lump sum cash payment equal to 3.0 (for Tier 1 Executives), 2.0 (for Tier 2 Executives) or 1.5 (for Tier 3 Executives) times the sum of the participant’s (i) annualized base salary then in effect and (ii) target annual bonus as in effect immediately prior to the Change in Control;
−Removed: Any earned but unpaid bonus for the year preceding the year of termination based on the Company’s actual performance, paid at the time such bonuses are paid to all other executives;
−Removed: A lump sum cash payment equal to a prorated target bonus for the year of termination based on days of service during the applicable calendar year;
−Removed: Full reimbursement of the cost of continuation coverage for the participant and his or her spouse and eligible dependents under the Company’s group health plans pursuant to the COBRA, for 12 months (or 18 months for Tier 1 Executives), unless such coverage is earlier terminated in accordance with the terms of the Amended Executive Severance Plan.
−Removed: Additionally, if a participant’s employment with the Company terminates as a result of his or her death or “Disability” (as defined in the Amended Executive Severance Plan), then the participant will be eligible to receive the following benefits:
−Removed: Any earned but unpaid bonus for the year preceding the year of termination based on the Company’s actual performance, paid at the time such bonuses are paid to all other executives;
−Removed: A lump sum cash payment equal to a prorated target bonus for the year of termination based on days of service during the applicable calendar year.
−Removed: In order to receive any of the foregoing severance benefits under the Amended Executive Severance Plan, a participant must timely execute (and not revoke) a release of claims in favor of the Company and its affiliates.
−Removed: Further, the Amended Executive Severance Plan requires continued compliance with certain confidentiality, non-competition, non-solicitation and non-disparagement covenants as set forth in the award agreements under the Incentive Plan.
−Removed: If the severance benefits under the Amended Executive Severance Plan would trigger an excise tax for a participant under Section 4999 or Section 280G of the Internal Revenue Code of 1986,
−Removed: as amended, the Amended Executive Severance Plan provides that the participant’s severance benefits will be reduced to a level at which the excise tax is not triggered, unless the participant would receive a greater amount without such reduction after taking into account the excise tax and other applicable taxes.
−Removed: As used in the Amended Executive Severance Plan, the following terms generally mean:
−Removed: “Cause” generally means the Named Executive Officer’s (i) material breach of the employment agreement or any other agreement with the Company or its affiliates, subject to a 30-day notice and 15-day cure period, (ii) material breach of the Company’s or its affiliates’ policies or code of conduct applicable to the Named Executive Officer, (iii) violation of any law applicable to the workplace or employment relationship, (iv) gross negligence, material misconduct reflecting negatively on the Company, breach of fiduciary duty, fraud, theft or embezzlement, (v) conviction of or plea of nolo contendere to any felony (or state law equivalent) or any crime involving moral turpitude, (vi) material failure or refusal (other than due to Disability) to perform obligations or any lawful director from the Board or an officer of the Company, subject to a 30-day notice and 15-day cure period, (vii) unlawful use or possession of illegal drugs on the Company’s premises or while performing duties, (viii) failure to exercise the degree of care, skill and diligence as employees of ordinary skill and knowledge commonly possess and exercise, subject to a 30-day notice and 15-day cure period, or (ix) failure to act with undivided loyalty to the Company and its affiliates.
−Removed: “Change in Control” has the meaning given to it under the Incentive Plan.
−Removed: “Good Reason” generally means (i) the material diminution in the Named Executive Officer’s base salary, unless in connection with a general reduction in base salaries that affects all similarly situated employees, (ii) material diminution in the Named Executive Officer’s authority, duties, or responsibilities unless in connection with an internal investigation by the Company (provided that his removal from the board of directors or as an officer of any of the Company’s affiliates shall not constitute Good Reason), (iii) the material breach by the Company of any of its obligations under the agreement or (iv) the Named Executive Officer’s relocation by more than 50 miles from his current place of business, in each case, subject to a 30-day notice period, 15-day cure period and the Named Executive Officer’s resignation within 75 days of the end of the cure period.
−Removed: “Disability” generally means the Named Executive Officer’s inability to perform the essential functions of his job due to physical or mental impairment for a period that exceeds 120 consecutive days or 180 total days in any 12-month period, as determined by the Board.
−Removed: Letter Agreement with David Sledge
−Removed: On April 9, 2020, the Company entered into the Sledge Letter Agreement whereby, similar to the terms of the Amended Executive Severance Plan, Mr.
−Removed: Sledge’s revised annualized base salary will not be used for purposes of calculating any severance payment that Mr.
−Removed: Sledge may become eligible to receive pursuant to the terms of the Sledge Employment Agreement.
−Removed: CEO Pay Ratio
−Removed: 2019 CEO Pay Ratio
−Removed: As of December 31, 2019, the Company employed approximately 2,200 people, all in the United States.
−Removed: Using a consistently applied compensation measure, we determined as of December 31, 2019 the total annual cash compensation of each of our employees (excluding our Former Chief Executive Officer), and then identified the “median employee” within our employee population.
−Removed: To identify the median compensated employee, we used total annual cash compensation, including base salary, actual bonus paid and overtime and allowances as applicable.
−Removed: Salaries were annualized for those full and part-time employees who did not work for the full year.
−Removed: Reasonable estimates of cash compensation were made for those employees who were hired during 2019 using current base salary and target bonus amounts and any overtime or allowances paid during 2019.
−Removed: Once the median employee was identified, we determined his or her annual total compensation in accordance with Item 402(c)(2)(x) of Regulation S-K as required pursuant to SEC rules, which resulted in annual total compensation for the median employee equal to $92,370 for 2019.
−Removed: This calculation is the same calculation used to determine total compensation for purposes of the 2019 Summary Compensation Table with respect to each of the Named Executive Officers.
−Removed: Our Former Chief Executive Officer’s 2019 total compensation was $5,724,908.
−Removed: Therefore, the ratio of our Former Chief Executive Officer’s compensation to the median employee’s compensation as 62 to 1 for 2019.
−Removed: SEC rules do not specify a single methodology for identification of the median employee, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio.
−Removed: Accordingly, the pay ratio
−Removed: disclosed by other companies may not be comparable to the Company’s pay ratio as disclosed above.
−Removed: Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions.
−Removed: 2018 CEO Pay Ratio
−Removed: Due to the (i) previously inaccurate disclosure of our Former Chief Executive Officer’s total compensation in 2018, as described in “-Summary Compensation Table” and “-Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table-Perquisites” and (ii) inadvertent annualization of certain temporary employees’ compensation, the ratio of our Former Chief Executive Officer’s compensation to the median employee’s compensation for 2018 was unintentionally and incorrectly reported as 61 to 1 in our Proxy Statement on Schedule 14A for the fiscal year ended December 31, 2018.
−Removed: To rectify this oversight in the prior disclosures, the Company has recalculated the ratio of our Former Chief Executive Officer’s compensation to the median employee’s compensation for 2018 using the methodology set forth above in “—2019 CEO Pay Ratio.”
−Removed: The annual total compensation for the median employee in 2018, as determined in accordance with Item 402(c)(2)(x) of Regulation S-K pursuant to SEC rules, was equal to $104,374.
−Removed: As corrected in the Summary Compensation Table and the footnotes thereto, our Former Chief Executive Officer’s total compensation for 2018, also calculated in accordance with Item 402(c)(2)(x) of Regulation S-K, was $5,750,012.
−Removed: The correct ratio of our Former Chief Executive Officer’s compensation to the median employee’s compensation was 55 to 1 for 2018.
+Added: This information is incorporated by reference to the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders, which is expected to be filed before the end of April 2021.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: Principal Stockholders
−Removed: The following table presents certain information as of June 9, 2020, based on 100,849,840 shares of common stock outstanding as of such date, as to:
−Removed: each stockholder known by us to be the beneficial owner of more than five percent of our outstanding shares of common stock,
−Removed: • each director,
−Removed: • each Named Executive Officer, and
−Removed: • all current directors and executive officers as a group.
−Removed: Shares Beneficially Owned
−Removed: Name of Beneficial Owner (1)
−Removed: 5% Stockholders
−Removed: Pioneer Natural Resources Company (2)
−Removed: BlackRock, Inc.
−Removed: THRC Holdings, L.P (4)
−Removed: The Vanguard Group (5)
−Removed: Directors and Named Executive Officers (6)
−Removed: Newton III W.
−Removed: “Trey” Wilson
−Removed: Dale Redman (7)
−Removed: Mark Howell (9)
−Removed: Ian Denholm (10)
−Removed: Pryor Blackwell
−Removed: All Directors and Executive Officers as a group (15 persons)
−Removed: *Less than 1%.
−Removed: Unless otherwise indicated, the address for each beneficial owners in this table is c/o ProPetro Holding Corp., 1706 S.
−Removed: Midkiff, Midland, Texas 79701.
−Removed: Based on a Schedule 13D filed on January 7, 2019.
−Removed: Represents shares of our common stock beneficially owned by Pioneer.
−Removed: The shares of our common stock are directly owned by Pioneer Natural Resources Pumping Services LLC, a wholly owned subsidiary of Pioneer Natural Resources USA, Inc., which is a wholly owned subsidiary of Pioneer.
−Removed: The address of Pioneer and its subsidiaries is 5205 N.
−Removed: O’Connor Blvd., Suite 200, Irving, Texas 75039‑3746.
−Removed: Based on a Schedule 13G filed on February 4, 2020.
−Removed: Represents shares of our common stock held by BlackRock, Inc.
−Removed: and certain of its affiliates, referred to collectively as BlackRock.
−Removed: BlackRock has sole voting power over 12,819,233 shares and sole dispositive power over 13,105,996 shares.
−Removed: The address for BlackRock is 55 East 52nd Street, New York, New York 10055.
−Removed: Based on a Schedule 13G Filed on April 3, 2020.
−Removed: Represents (i) 10,000,000 shares over which THRC Holdings, LP has shared voting power, and has shared dispositive power over 10,000,000 shares.
−Removed: The address for THRC Holdings, LP is 17018 IH 20, Cisco, Texas 76437.
−Removed: Based on a Schedule 13G Filed on February 12, 2020.
−Removed: Represents (i) 132,418 shares over which The Vanguard Group has sole voting power (ii) 12,081 shares over which The Vanguard Group has shared voting power, (iii) 8,742,895 over which The Vanguard Group has sole dispositive power, and (iv) 132,092 over which The Vanguard Group has shared dispositive power.
−Removed: Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 120,011 shares as a result of its serving as investment manager of collective trust accounts.
−Removed: Vanguard Investments Australia, Ltd., a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 24,488 shares as a result of its serving as investment manager of Australian investment offerings.
−Removed: The address for these entities is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
−Removed: For each officer and director, includes shares of common stock that are issuable pursuant to options that are currently exercisable or exercisable within 60 days, and RSUs that are eligible to vest within 60 days.
−Removed: Redman resigned from his position as Chief Executive Officer on March 13, 2020.
−Removed: On January 18, 2017, Mr.
−Removed: Redman signed a pledge agreement for 371,200 shares (538,240 shares after the March 2017 stock split) of the Company’s common stock to secure a personal loan.
−Removed: On March 28, 2017, Mr.
−Removed: Redman sold 370,370 shares of the Company’s common stock, as part of the overallotment option exercised by the underwriters in the Company’s initial public offering in March 2017, which brought Mr.
−Removed: Redman’s stock ownership, at that time, to 167,870 shares of the Company’s common stock covered by the pledge agreement, which we believe remains in effect.
−Removed: Smith ceased serving as an executive officer on March 13, 2020, but serves as a Special Advisor to the Chief Executive Officer.
−Removed: Mr Denholm resigned from his position as Chief Accounting Officer on October 3, 2019.
−Removed: Based on information set forth in a Form 4 filed with the SEC on June 11, 2019.
−Removed: Mr Howell resigned from his position as General Counsel and Corporate Secretary on August 30, 2019.
−Removed: Based on information set forth in a Form 4 filed with the SEC on June 11, 2019.
−Removed: Equity Compensation Plan Information
−Removed: The following table sets forth our issuance of awards under the Stock Option Plan of ProPetro Holding Corp., which was originally adopted in 2013 and subsequently amended (the “Stock Option Plan”) and 2017 Incentive Award Plan as of December 31, 2019 :
−Removed: Plan Category
−Removed: Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)
−Removed: Weighted average exercise price of outstanding options, warrants and rights
−Removed: Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
−Removed: Equity compensation plans approved by security holders
−Removed: Equity compensation plans not approved by security holders
−Removed: ___________________
−Removed: Includes 3,622,763 option awards under the Stock Option Plan, and 677,325 option awards, 613,217 restricted share unit awards and 522,621 performance stock unit awards (assuming achievement of target payout of 100%) that have been granted under the 2017 Incentive Award Plan.
−Removed: The weighted average exercise price in column (b) does not take the restricted share unit awards or performance stock unit awards into account.
+Added: This information is incorporated by reference to the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders, which is expected to be filed before the end of April 2021.
Certain Relationships and Related Party Transactions, and Director Independence.
−Removed: Related Party Transactions
−Removed: Corporate Office Building
−Removed: The Company rents its corporate office building and the associated real property from PD Properties, an entity which Dale Redman (our Former Chief executive Officer) has an equity interest.
−Removed: The rent expense on our corporate office building is approximately $0.1 million per year.
−Removed: During the year ended December 31, 2019 , the Company incurred costs of approximately $1.6 million for improvements made to our corporate office building that we rent.
−Removed: In April 2020, the Company acquired the corporate office building and associated real property for approximately $1.5 million .
−Removed: Operations and Maintenance Yards
−Removed: The Company also rents five yards from South Midkiff Partners, LLC, an entity jointly owned by Dale Redman, David Sledge (our Chief Operating Officer), Jeff Smith (our Former Chief Financial Officer), and Spencer Armour (a director) and total annual rent expense for each of the five yards was approximately $0.03 million , $0.03 million , $0.1 million , $0.1 million , and $0.2 million , respectively.
−Removed: The Company also leased a yard from Sledge Ranches, LTD, which David Sledge has an equity interest, and with annual lease expense of approximately $0.11 million .
−Removed: We lease a property adjacent to our corporate headquarters from 4 Industrial Loop Partners, LLC, an entity wholly owned by an affiliate of Bandera Ventures.
−Removed: For the year ended December 31, 2019, we paid approximately $0.4 million under the lease.
−Removed: The lease has a remaining term of approximately four years.
−Removed: Blackwell, one of our directors, through his approximately 33% interest in Bandera Ventures, may be deemed an indirect beneficiary of this lease.
−Removed: Transportation and Equipment Rental
−Removed: For the year ended December 31, 2019 , the Company incurred costs for transportation services with Double T Aviation, LLC, an entity in which Dale Redman has an equity interest, of approximately $0.2 million .
−Removed: The Company also rented equipment in Elk City, Oklahoma for our flowback operations from PD Properties, an entity which Dale Redman has an equity interest.
−Removed: For the year ended December 31, 2019 , the Company incurred and paid approximately $0.2 million .
−Removed: This rental arrangement was terminated in January 2020.
−Removed: Executive Officer Family Members
−Removed: Jordan Frosch is our Vice President of Sales and Marketing and the son‑in‑law of Dale Redman.
−Removed: Frosch received total compensation of approximately $469,000 for his services for the year ended December 31, 2019.
−Removed: Sledge is our Chief Strategy and Administrative Officer and the son of David Sledge.
−Removed: Sledge received total compensation of approximately $627,000 for his services for the year ended December 31, 2019.
−Removed: David Sledge, our Chief Operating Officer, has a family relationship with an officer of Gravity Oilfield Services, who is an equipment rental vendor to the Company.
−Removed: The total equipment rental services provided by Gravity Oilfield Services to the Company was approximately $177,000 for the year ended December 31, 2019.
−Removed: Newton III “Trey” Wilson, our General Counsel and Corporate Secretary, has a family relationship with an officer of Concho Resources Inc., who is a customer of the Company.
−Removed: The services provided to Concho Resources Inc.
−Removed: was approximately $527,000 for the year ended December 31, 2019.
−Removed: Morgan Stovall was our former Corporate Controller and the daughter of Jeffrey D.
−Removed: Stovall received total compensation of approximately $438,000 for her services during the year ended December 31, 2019.
−Removed: On December 31, 2018, we consummated the purchase of certain pressure pumping assets and real property in connection with the Pioneer Pressure Pumping Acquisition.
−Removed: In connection with the consummation of the Pioneer Pressure Pumping Acquisition and effective January 1, 2019, we became a long-term service provider to Pioneer, providing pressure pumping and related services for a term of up to ten years.
−Removed: Revenue from services provided to Pioneer was approximately $524.2 million for the year ended December 31, 2019 .
−Removed: During 2019, the Company reimbursed Pioneer approximately $4.2 million for our portion of the retention bonuses paid to former Pioneer employees that were subsequently employed by the Company in connection with the Pioneer Pressure Pumping Acquisition.
−Removed: Sand Supply Agreement
−Removed: In November 2017, we entered into a five-year extension to an existing and supply agreement to provide Texas-sourced frac sand (“Texas sand”).
−Removed: Texas sand provided under the supply agreement will primarily be sourced from a mine located on land owned by an entity in which Dale Redman owns a 44% noncontrolling equity interest.
−Removed: Accordingly, Mr.
−Removed: Redman may be considered an indirect beneficiary of payments made under the lease between our supplier and the landowner.
−Removed: The supply agreement was negotiated by officers of the Company without the involvement of Mr.
−Removed: Redman, and reviewed and approved by the Audit Committee pursuant to its authority under our Related Party Transaction Policy.
−Removed: In considering the approval of the supply agreement, the Audit Committee retained independent legal and commercial expertise to assist in the evaluation of the agreement’s commercial terms.
−Removed: Following its evaluation, the Audit Committee determined that the pricing and other provisions of the agreement reflected market terms, that the agreement reflected an arm’s length negotiation, and that entry into the agreement was advisable and in the best interests of the Company.
−Removed: For the year ended December 31, 2019 , the Company purchased approximately $44.3 million of Texas sand under the supply agreement, and Mr.
−Removed: Redman was an indirect beneficiary of approximately $1.5 million .
−Removed: Policies and Procedures for Related Party Transactions
−Removed: Any request for us to enter into a transaction with an executive officer, director, principal stockholder or any of such persons’ immediate family members or affiliates, among others, in which the amount involved exceeds $120,000, must first be presented to our Audit Committee for review, consideration and approval.
−Removed: All of our directors and executive officers are required to report to the Audit Committee chair any such related person transaction.
−Removed: In approving or rejecting the proposed agreement, our Audit Committee shall consider the facts and circumstances available and deemed relevant to the Audit Committee, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in arm’s‑length dealings with an unrelated third party, the extent of the related party’s interest in the transaction and the conflicts of interest and corporate opportunity provisions of our certificate of incorporation.
−Removed: If we should discover related person transactions that have not been approved, the Audit Committee will be notified and will determine the appropriate action, including ratification, revision or termination of such transaction.
−Removed: Director Independence
−Removed: The majority of the members of the Board, at any given time, must qualify as “independent” under the rules of the NYSE.
−Removed: Our Board has undertaken a review of the independence of each of our directors and has affirmatively determined that each of Messrs.
−Removed: Best, Blackwell, Douglas, Moore and Ms.
−Removed: Choka are “independent,” as defined by the NYSE rules.
−Removed: Under the NYSE rules, a director can be independent only if (a) the director does not trigger a categorical bar to independence and (b) our Board affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).
−Removed: Based on information provided by the directors concerning their background, employment and affiliations, our Board has determined that these directors do not have a material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).
−Removed: In making this
−Removed: determination, our Board considered the current and prior relationships that each of the directors has with us, and all other facts and circumstances our Board deemed relevant in determining independence, including any beneficial ownership of our capital stock by each of the directors.
+Added: This information is incorporated by reference to the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders, which is expected to be filed before the end of April 2021.
Principal Accounting Fees and Services
−Removed: The following table sets forth the fees incurred by us in fiscal years 2019 and 2018 for services performed by Deloitte & Touche LLP:
−Removed: Year Ended December 31,
−Removed: Audit Fees (1)
−Removed: Audit-Related Fees (2)
−Removed: All Other Fees (3)
−Removed: Audit Fees include fees billed for professional services rendered for the audit of our annual consolidated financial statements, the audit of our system of internal control over financial reporting, the review of interim consolidated financial statements included in our quarterly reports, consents and comfort letters provided in connection with the filing of registration statements, other related services that are normally provided in connection with statutory and regulatory filings, and related out‑of‑pocket expenses.
−Removed: Audit-Related Fees include fees billed for professional services rendered in connection with the Expanded Audit Committee Review, and related out‑of‑pocket expenses.
−Removed: All Other fees consisted principally of fees for tax compliance and tax advice.
−Removed: REPORT OF THE AUDIT COMMITTEE
−Removed: The Audit Committee assists our Board in overseeing (i) the integrity of our consolidated financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications and independence, (iv) the performance of our independent auditor, and (v) the design and implementation of the Company’s internal audit function, and the performance of the internal audit function after it has been established.
−Removed: In so doing, it is the responsibility of the Audit Committee to maintain free and open communication between the directors, the independent auditor and our financial management.
−Removed: The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditor for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for us.
−Removed: The independent auditor reports directly to the Audit Committee.
−Removed: Management is responsible for the preparation, presentation, and integrity of our consolidated financial statements, accounting and financial reporting principles, internal control over financial reporting, and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations.
−Removed: Management is also responsible for objectively reviewing and evaluating the adequacy, effectiveness, and quality of our system of internal control over financial reporting.
−Removed: Our independent auditor, Deloitte & Touche LLP, is responsible for performing an independent audit of the consolidated financial statements.
−Removed: The Audit Committee’s responsibility is to monitor and oversee these processes and the engagement, independence and performance of our independent auditor.
−Removed: The Audit Committee relies, without independent verification, on the information provided to it and on the representations made by management and the independent auditor.
−Removed: The Audit Committee has met with our independent auditor and discussed the overall scope and plans for their audit.
−Removed: The Audit Committee met with the independent auditor to discuss matters required to be discussed with audit committees under generally accepted auditing standards, including, among other things, matters related to the conduct of the audit of our consolidated financial statements and the matters required to be discussed by the statement on Auditing Standards No.
−Removed: 1301, as adopted by the Public Company Accounting Oversight Board.
−Removed: Our independent auditor also provided to the Audit Committee the written disclosures and the letter required by applicable standards of the Public Company Accounting Oversight Board regarding the independent auditor’s
−Removed: communications with the Audit Committee concerning independence, and the Audit Committee discussed with the independent auditor its independence.
−Removed: When considering the independence of Deloitte & Touche LLP, the Audit Committee considered the non‑audit services provided to the Company by the independent auditor and concluded that such services are compatible with maintaining the auditor’s independence.
−Removed: The Audit Committee has reviewed and discussed our audited consolidated financial statements for the fiscal year ended December 31, 2019 with management and Deloitte & Touche LLP.
−Removed: Based on the Audit Committee’s review of the audited consolidated financial statements and the meetings and discussions with management and the independent auditors, and subject to the limitations on the Audit Committee’s role and responsibilities referred to above and in the Audit Committee Charter, the Audit Committee recommended to our Board that our audited consolidated financial statements be included in this Annual Report on Form 10‑K.
−Removed: By the Audit Committee of the Board of Directors,
−Removed: Anthony Best (Chair)
−Removed: Policy on Audit Committee Pre‑Approval of Audit and Non‑Audit Services of Independent Registered Public Accounting Firm
−Removed: The charter of the Audit Committee and its pre‑approval policy require that the Audit Committee review and pre‑approve the Company’s independent registered public accounting firm’s audit fees, audit‑related fees, tax fees and fees for other services.
−Removed: The Chairman of the Audit Committee has the authority to grant pre‑approvals that are within the pre‑approval policy and are presented to the Audit Committee at a subsequent meeting.
−Removed: For the year ended December 31, 2019, the Audit Committee approved 100% of the services described above under the captions “Audit Fees,” “Audit-Related Fees” and “All Other Fees”.
+Added: This information is incorporated by reference to the Company’s Proxy Statement for its 2021 Annual Meeting of Stockholders, which is expected to be filed before the end of April 2021.
Exhibits and Financial Statement Schedules.
6 unchanged sentences
EXHIBIT INDEX
+Added: Number Description
2.1 Purchase and Sale Agreement, dated as of November 12, 2018, by and among Pioneer Natural Resources Pumping Services LLC, Pioneer Natural Resources USA, Inc.
11 unchanged sentences
(incorporated by reference herein to Exhibit 4.2 to ProPetro Holding Corp.’s Current Report on Form 8-K dated December 31, 2018).
−Removed: Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
+Added: 4.4 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference herein to Exhibit 4.4 to ProPetro Holding Corp.'s Annual Report on Form 10-K for the year ended December 31, 2019).
4.5 Rights Agreement, dated as of April 14, 2020, by and between ProPetro Holding Corp.
8 unchanged sentences
10.4# Employment Agreement, dated April 17, 2013, by and between ProPetro Holding Corp.
−Removed: and Jeffrey Smith (incorporated by reference herein to Exhibit 10.5 to ProPetro Holding Corp.’s Registration Statement on Form S-1, dated February 7, 2017 (Registration No.
+Added: and Jeffrey D.
+Added: Smith (incorporated by reference herein to Exhibit 10.5 to ProPetro Holding Corp.’s Registration Statement on Form S-1, dated February 7, 2017 (Registration No.
333-215940)).
25 unchanged sentences
10.14# Non‑Qualified Stock Option Agreement, dated July 19, 2016, by and between ProPetro Holding Corp.
−Removed: and Jeffrey Smith (incorporated by reference herein to Exhibit 10.15 to ProPetro Holding Corp.’s Registration Statement on Form S-1, dated February 7, 2017 (Registration No.
+Added: and Jeffrey D.
+Added: Smith (incorporated by reference herein to Exhibit 10.15 to ProPetro Holding Corp.’s Registration Statement on Form S-1, dated February 7, 2017 (Registration No.
333-215940)).
4 unchanged sentences
10.16# Form of ProPetro Holding Corp.
−Removed: 2017 Incentive Award Plan (incorporated by reference to Exhibit 10.18 to ProPetro Holding Corp.’s Registration Statement on Form S-1/A, dated March 7, 2017 (Registration No.
+Added: 2017 Incentive Award Plan (incorporated by reference herein to Exhibit 10.18 to ProPetro Holding Corp.’s Registration Statement on Form S-1/A, dated March 7, 2017 (Registration No.
333-215940)).
+Added: 10.17# ProPetro Holding Corp.
+Added: 2020 Long Term Incentive Plan (incorporated by reference herein to Exhibit 10.3 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated October 26, 2020 ) .
10.18# Form of ProPetro Holding Corp.
−Removed: Senior Executive Incentive Bonus Plan (incorporated by reference to Exhibit 10.19 to ProPetro Holding Corp.’s Registration Statement on Form S-1/A, dated February 23, 2017 (Registration No.
+Added: Senior Executive Incentive Bonus Plan (incorporated by reference herein to Exhibit 10.19 to ProPetro Holding Corp.’s Registration Statement on Form S-1/A, dated February 23, 2017 (Registration No.
333-215940)).
−Removed: Amended and Restated ProPetro Holding Corp.
−Removed: Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.2 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated July 12, 2019).
10.19# Form of ProPetro Holding Corp.
−Removed: 2017 Incentive Award Plan Stock Option Grant Notice and Stock Option Agreement (incorporated by reference to Exhibit 10.22 to ProPetro Holding Corp.’s Registration Statement on Form S-1/A, dated February 23, 2017 (Registration No.
+Added: 2017 Incentive Award Plan Stock Option Grant Notice and Stock Option Agreement (incorporated by reference h erein to Exhibit 10.22 to ProPetro Holding Corp.’s Registration Statement on Form S-1/A, dated February 23, 2017 (Registration No.
333-215940)).
10.20# Form of ProPetro Holding Corp.
−Removed: Amendment to Non‑Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.23 to ProPetro Holding Corp.’s Registration Statement on Form S-1/A, dated February 23, 2017 (Registration No.
+Added: Amendment to Non‑Qualified Stock Option Agreement (incorporated by reference herein to Exhibit 10.23 to ProPetro Holding Corp.’s Registration Statement on Form S-1/A, dated February 23, 2017 (Registration No.
333-215940)).
2 unchanged sentences
333-215940)).
−Removed: Employment Agreement, dated February 17, 2017, by and between ProPetro Holding Corp.
−Removed: and Mark Howell (incorporated by reference herein to Exhibit 10.25 to ProPetro Holding Corp.’s Registration Statement on Form S-1/A, dated February 23, 2017 (Registration No.
−Removed: 333-215940)).
−Removed: Amendment to Employment Agreement, dated May 28, 2019, by and between Mark Howell and ProPetro Holding Corp.
10.22# 2017 Form of ProPetro Holding Corp.
3 unchanged sentences
10.24# 2019 Form of ProPetro Holding Corp.
−Removed: 2017 Incentive Award Plan Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Employees).
+Added: 2017 Incentive Award Plan Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Employees) (incorporated by reference herein to Exhibit 10.26 to ProPetro Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2019).
10.25# 2019 Form of ProPetro Holding Corp.
−Removed: 2017 Incentive Award Plan Performance Restricted Stock Unit Grant Notice and Performance Restricted Stock Unit Agreement.
+Added: 2017 Incentive Award Plan Performance Restricted Stock Unit Grant Notice and Performance Restricted Stock Unit Agreement (incorporated by reference herein to Exhibit 10.27 to ProPetro Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2019).
10.26# 2019 Form of ProPetro Holding Corp.
−Removed: 2017 Incentive Award Plan Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Directors).
+Added: 2017 Incentive Award Plan Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Directors) (incorporated by reference herein to Exhibit 10.28 to ProPetro Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2019).
10.27# 2019 Form of ProPetro Holding Corp.
−Removed: 2017 Incentive Award Plan Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Holderness).
+Added: 2017 Incentive Award Plan Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Holderness) (incorporated by reference herein to Exhibit 10.29 to ProPetro Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2019).
10.28# 2019 Form of ProPetro Holding Corp.
−Removed: 2017 Incentive Award Plan Performance Restricted Stock Unit Grant Notice and Performance Restricted Stock Unit Agreement (Holderness).
+Added: 2017 Incentive Award Plan Performance Restricted Stock Unit Grant Notice and Performance Restricted Stock Unit Agreement (Holderness) (incorporated by reference herein to Exhibit 10.30 to ProPetro Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2019).
+Added: 10.29#(a) 2020 Form of ProPetro Holding Corp.
+Added: 2020 Long Term Incentive Plan Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Directors).
+Added: 10.30# Separation and General Release Agreement, dated August 30, 2019, by and between Mark Howell and ProPetro Holding Corp.
+Added: (incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated August 30, 2019).
+Added: 10.31# Separation Agreement and Mutual Release, dated October 4, 2019, by and between Ian Denholm and ProPetro Holding Corp.
+Added: (incorporated by reference herein to Exhibit 10.6 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated October 9, 2019).
+Added: 10.32# Separation Agreement and Release, dated December 17 , 2020, by and between David Sledge and ProPetro Holding Corp.
+Added: (incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated December 21 , 2020).
+Added: 10.33# Separation Agreement and Mutual Release, dated October 23, 2020, by and between Darin G.
+Added: Holderness and ProPetro Holding Corp.
+Added: (incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated October 26, 2020) .
+Added: 10.34# Separation Agreement and Release, dated March 13, 2020 by and between Dale Redman and ProPetro Holding Corp.
+Added: (incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated March 16, 2020).
10.35# Letter Agreement, dated October 4, 2019, by and between Phillip Gobe and ProPetro Holding Corp.
7 unchanged sentences
(incorporated by reference herein to Exhibit 10.5 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated October 9, 2019).
−Removed: Separation and General Release Agreement, dated August 30, 2019, by and between Mark Howell and ProPetro Holding Corp.
−Removed: (incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated August 30, 2019).
−Removed: Separation Agreement and Mutual Release, dated October 4, 2019, by and between Ian Denholm and ProPetro Holding Corp.
−Removed: (incorporated by reference herein to Exhibit 10.6 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated October 9, 2019).
−Removed: Separation Agreement and Release, dated March 13, 2020 by and between Dale Redman and ProPetro Holding Corp.
−Removed: (incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated March 16, 2020).
−Removed: Letter Agreement, dated March 13, 2020, by and between Jeffery D.
+Added: 10.39# Letter Agreement, dated March 13, 2020, by and between Jeff re y D.
Smith and ProPetro Holding Corp.
11 unchanged sentences
and Newton W.
+Added: Wilson III (incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).
10.45# Amendment No.
10 unchanged sentences
Amended and Restated Executive Severance Plan (incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated April 10, 2020).
+Added: 10.51# ProPetro Services, Inc.
+Added: Second Amen ded and Restated Executive Severance Plan (incorporated by reference herein to Exhibit 10.
+Added: 4 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated October 26 , 2020).
+Added: 10.52# Form of Participation Agreement pursuant to the ProPetro Services, Inc.
+Added: Sec ond Amended and Restated Executive Severance Plan (incorporated by reference herein to Exhibit 10.5 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated October 26, 2020).
10.53 Waiver to Credit Agreement, dated as of March 17, 2020 by and among ProPetro Holding Corp., ProPetro Services, Inc., Barclays Bank PLC, as the Agent, the Collateral Agent, a Letter of Credit Issuer and the Swingline Lender, and each of the Lenders from time to time party thereto (incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated March 23, 2020).
+Added: 10.54 Waiver to Credit Agreement, dated as of June 22, 2020 by and among ProPetro Holding Corp., ProPetro Services, Inc., Barclays Bank PLC, as the Agent, the Collateral Agent, a Letter of Credit Issuer and the Swingline Lender, and each of the Lenders from time to time party thereto (incorporated by reference herein to Exhibit 10.1 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated June 23, 2020).
10.55# Participation Agreement pursuant to the ProPetro Services, Inc.
1 unchanged sentence
Wilson III and ProPetro Services, Inc.
+Added: (incorporated by reference herein to Exhibit 10.
+Added: 51 to ProPetro Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2019).
10.56# Letter Agreement, dated April 9, 2020, by and between David Sledge and ProPetro Holding Corp.
1 unchanged sentence
10.57# Amended and Restated ProPetro Holding Corp.
−Removed: Non-Employee Director Compensation Policy.
+Added: Non-Employee Director Compensation Policy (incorporated by reference herein to Exhibit 10.5 3 to ProPetro Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2019) .
10.58# 2020 Form of ProPetro Holding Corp.
−Removed: 2017 Incentive Award Plan Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Employees).
+Added: 2017 Incentive Award Plan Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Employees) (incorporated by reference herein to Exhibit 10.54 to ProPetro Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2019) .
10.59# 2020 Form of ProPetro Holding Corp.
−Removed: 2017 Incentive Award Plan Performance Restricted Stock Unit Grant Notice and Performance Restricted Stock Unit Agreement (Employees).
+Added: 2017 Incentive Award Plan Performance Restricted Stock Unit Grant Notice and Performance Restricted Stock Unit Agreement (Employees) (incorporated by reference herein to Exhibit 10.55 to ProPetro Holding Corp.’s Annual Report on Form 10-K for the year ended December 31, 2019).
10.60# Participation Agreement pursuant to the ProPetro Services, Inc.
−Removed: Executive Severance Plan, dated April 10, 2020, by and between Darin G.
+Added: A mended and Re stated Executive Severance Plan, dated April 10, 2020, by and between Darin G.
Holderness and ProPetro Services, Inc.
(incorporated by reference herein to Exhibit 10.2 to ProPetro Holding Corp.’s Current Report on Form 8-K, dated April 10, 2020).
−Removed: List of Subsidiaries of ProPetro Holding Corp.
−Removed: Consent of Independent Registered Public Accounting Firm.
−Removed: Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of Chief Executive Officer pursuant to 18 U.S.C.
+Added: 21.1(a) List of Subsidiaries of ProPetro Holding Corp.
+Added: 23.1(a) Consent of Independent Registered Public Accounting Firm.
+Added: 31.1(a) Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: 31.2(a) Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: 32.1(b) Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of Chief Financial Officer pursuant to 18 U.S.C.
+Added: 32.2(b) Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: XBRL Instance Document
−Removed: XBRL Taxonomy Extension Schema Document
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: XBRL Taxonomy Extension Label Linkbase Document
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
+Added: 101.INS(a) XBRL Instance Document
+Added: 101.SCH(a) XBRL Taxonomy Extension Schema Document
+Added: 101.CAL(a) XBRL Taxonomy Extension Calculation Linkbase Document
+Added: 101.LAB(a) XBRL Taxonomy Extension Label Linkbase Document
+Added: 101.PRE(a) XBRL Taxonomy Extension Presentation Linkbase Document
+Added: 101.DEF(a) XBRL Taxonomy Extension Definition Linkbase Document
+Added: 104(a) Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
(a) Filed herewith.
2 unchanged sentences
Form 10-K Summary
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on June 19, 2020 .
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on March 5, 2021.
ProPetro Holding Corp.
4 unchanged sentences
Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
−Removed: June 19, 2020
+Added: March 5, 2021
Chief Financial Officer (Principal Financial Officer)
−Removed: June 19, 2020
+Added: March 5, 2021
/s/ Elo Omavuezi
Chief Accounting Officer (Principal Accounting Officer)
−Removed: June 19, 2020
+Added: March 5, 2021
/s/ Spencer D.
−Removed: June 19, 2020
+Added: March 5, 2021
/s/ Mark Berg
−Removed: June 19, 2020
+Added: March 5, 2021
/s/ Anthony Best
−Removed: June 19, 2020
−Removed: /s/ Pryor Blackwell
−Removed: June 19, 2020
−Removed: Pryor Blackwell
+Added: March 5, 2021
+Added: March 5, 2021
+Added: Larry Lawrence
/s/ Michele V.
−Removed: June 19, 2020
−Removed: June 19, 2020
+Added: March 5, 2021
+Added: March 5, 2021
/s/ Jack Moore
−Removed: June 19, 2020
+Added: March 5, 2021
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.