Corporate Governance and Board Matters

~~PROPOSAL 1~~

~~ELECTION OF DIRECTORS~~

				Proposal 1—Election of Directors

At the ~~2021~~2024 annual meeting, ~~eight~~nine directors are ~~to be elected.~~nominated for election. All nominees are currently directors. Each director is to hold office until the next annual meeting of stockholders or until his or her successor is elected and qualified. Directors hold office until their successors have been elected or qualified or until their earlier death, resignation, removal, or disqualification. ~~The following table shows information for the directors as of March 6, 2021.~~

The nominees have consented to being nominated and have expressed their intention to serve if elected. We believe that the nominees possess the professional and personal qualifications necessary for board service and have highlighted particularly noteworthy attributes for the nominees in their biographies below. We have no reason to believe that the nominees will be unable to serve if elected to office, and, to our knowledge, the nominees intend to serve the entire term for which election is sought. In the event any of the nominees should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. Only the nominees or substitute nominees designated by the Board will be eligible to stand for election as directors at the meeting.

In 2018, we entered into an investor rights agreement (the “Investor Rights Agreement”) with an affiliate of Pioneer Natural Resources Company (“Pioneer”) that provides Pioneer certain rights to designate nominees for election to the Board. Under the Investor Rights Agreement, Pioneer was ~~granted~~ 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 a certain affiliate of Pioneer owns 5% or more of our outstanding common stock.

Pioneer has designated Mark S. Berg as the non-independent director and ~~previously designated Royce W. Mitchell as the independent director. Mr. Mitchell resigned from the Board in July 2019, and Pioneer~~ has no further rights to designate an independent director to the Board.

~~Nominees~~

~~All of the current members of the Board are listed in the following table, and certain information concerning those directors follows the table:~~

Name Age
Position with ProPetro
Holding Corp.

Director
Since

Nominating
and Corporate
Governance
Committee

Audit
Committee

Compensation
Committee

Phillip A. Gobe 68 Chief Executive Officer
and Chairman of the Board 2019
Spencer D. Armour III 67 Director 2013 Member
Mark S. Berg 62 Director 2019
Anthony J. Best(4) 71 Lead Independent Director 2018 Chair Member
Michele V. Choka(5) 61 Director 2020 Member Chair
Alan E. Douglas 62 Director 2017 Member Member
G. Larry Lawrence 69 Director 2020 Member
Jack B. Moore(6) 67 Director 2017 Chair Member

~~Phillip A. Gobe~~

Phillip A. Gobe began serving as our Chairman of the Board in July of 2019. Mr. Gobe has served as Chief Executive Officer since March 13, 2020 and prior to that as our Executive Chairman since October 2019. Mr. Gobe has served as a director of Pioneer since July 2014. Mr. Gobe also serves as a director of Pantheon Resources plc and previously served as a director of Scientific Drilling International and Pioneer Southwest Energy Partners L.P. Mr. Gobe joined Energy Partners, Ltd. as Chief Operating Officer in December 2004 and became President in May 2005, and served in those capacities until his retirement in September 2007.

Mr. Gobe also served as a director of Energy Partners, Ltd. from November 2005 until May 2008. Prior to that, Mr. Gobe served as Chief Operating Officer of Nuevo Energy Company from February 2001 until its acquisition by Plains Exploration & Production Company in May 2004. Prior to that time, he held numerous operations and human resources positions with Vastar Resources, Inc. and Atlantic Richfield Company and its subsidiaries. Mr. Gobe has a Bachelor of Arts degree from the University of Texas and a Master of Business Administration degree from the University of Louisiana in Lafayette. Mr. Gobe’s extensive experience in the energy industry, including service as a director to public corporations in the industry, makes him well suited to serve as Chief Executive Officer and Chairman of the Board of Directors.

~~Spencer D. Armour III~~

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

~~Mark S. Berg~~

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

~~Anthony J. Best~~

Anthony J. Best has served as a member of our Board since January 2018 and was elected to serve as Lead Independent Director in October 2019. Mr. Best has over 40 years of experience in the energy industry. Mr. Best is currently the Chairman of the board of Newpark Resources, is a director on the board of a Quantum Energy Partners (“Quantum”) portfolio company, ExL Petroleum, and has served as a Senior Advisor for Quantum since August 2015. Prior to joining Quantum, Mr. Best served in various roles with SM Energy Company, an oil and gas exploration company, commencing in 2006 as its President and Chief Operating Officer, and as its Chief Executive Officer from February 2007 through January 2015. From 2003 to 2005, Mr. Best served as President and Chief Executive Officer of Pure Resources, Inc., a Unocal

development and exploration company. From 2000 to 2003, Mr. Best served as an independent consultant offering leadership and oil and gas consultation to energy companies and volunteer organizations, and from 1979 through 2000, Mr. Best served in various roles of increasing responsibility at Atlantic Richfield Company, culminating in the position of President, ARCO Latin America. Mr. Best holds a Master of Science in Engineering Management degree from the University of Alaska and a Bachelor of Science degree in Mechanical Engineering from Texas A&M University. Prior to beginning his business career, Mr. Best served five years as an engineering officer in the United States Air Force. We believe that Mr. Best’s experience in significant management roles with companies operating in the Permian Basin and his broad experience in the energy industry make him well suited to serve as a director.

~~Michele V. Choka~~

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

~~Alan E. Douglas~~

Alan E. Douglas became a member of our board of directors in March 2017. Mr. Douglas is a partner in the accounting firm Whitley Penn. Whitley Penn recently acquired the firm of Johnson, Miller & Co. where Mr. Douglas worked for over twenty-five years. Mr. Douglas is a Certified Public Accountant with over thirty-five years of experience in accounting and audit activities. Prior to joining Johnson, Miller & Co., Mr. Douglas was a Certified Public Accountant at KPMG for twelve years. Mr. Douglas received a Bachelor of Business Administration in Accounting from Texas Tech University. We believe that Mr. Douglas’s extensive accounting and auditing experience make him well suited to serve as a director.

~~Jack B. Moore~~

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

~~G. Larry Lawrence~~

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

~~Vote Required~~

VOTE REQUIRED

The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the ~~eight~~nine nominees receiving the highest number of affirmative “FOR” votes will be elected as directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

The Board of Directors unanimously recommends a vote FOR the election of each of the nine director nominees named below.

6 |ir.propetroservices.com

TABLE OF CONTENTS

Corporate Governance and Board ~~Recommendation~~Matters

~~Our Board recommends a vote “FOR” each~~

Nominees

All of the ~~eight director nominees named above.~~

~~CORPORATE GOVERNANCE~~

~~Director Independence~~

~~The majority of the~~current members of the Board being nominated for reelection at ~~any given time must qualify as “independent” under~~ the ~~rules~~2023 annual meeting are listed in the following table, and certain information concerning those directors follows the table:

				ProPetro Board Committees
Name	Age	Director since	Independent	Audit	Compensation	Nominating & Corporate Governance
Phillip A. Gobe(1)	71	2019
Samuel D. Sledge(2)	37	2021
Spencer D. Armour III	70	2013		*
Mark S. Berg	65	2019
Anthony J. Best(3)	74	2018
G. Larry Lawrence	72	2020		*
Jack B. Moore	70	2017		*
Mary P. Ricciardello	68	2023		*
Michele Vion	64	2020
Number of Meetings in 2023		Board—7		9	7	4

				Committee Chair						Committee Member
	* Audit Committee financial expert

(1)

Chairman of the ~~NYSE.~~Board

~~Our~~

(2)

Chief Executive Officer

(3)

Lead Independent Director

		PHILLIP A. GOBE			Phillip A. Gobe began serving as our Chairman of the Board in July of 2019 and as Executive Chairman in October 2019. Mr. Gobe was appointed as our Chief Executive Officer on March 13, 2020 and served in that role until August 31, 2021, at which point he was re-appointed as Executive Chairman. Mr. Gobe stepped down as Executive Chairman on March 31, 2022, and continues serving the Company as Chairman of the Board. Mr. Gobe has served as a director of Pioneer since July 2014. Mr. Gobe previously served as Chairman of the Board for Pantheon Resources plc until his June 2023 retirement. He also previously served as a director of Scientific Drilling International and Pioneer Southwest Energy Partners L.P. Mr. Gobe joined Energy Partners, Ltd. as Chief Operating Officer in December 2004 and became President in May 2005, and served in those capacities until his retirement in September 2007. Mr. Gobe also served as a director of Energy Partners, Ltd. from November 2005 until May 2008. Prior to that, Mr. Gobe served as Chief Operating Officer of Nuevo Energy Company from February 2001 until its acquisition by Plains Exploration & Production Company in May 2004. Prior to that time, he held numerous operations and human resources positions with Vastar Resources, Inc. and Atlantic Richfield Company (“ARCO”) and its subsidiaries. Mr. Gobe has a Bachelor of Arts degree from The University of Texas and a Master of Business Administration degree from the University of Louisiana in Lafayette. Mr. Gobe’s extensive experience in the energy industry, including service as a director to public corporations in the industry, makes him well suited to serve as Chairman of the Board.
		AGE 71 CHAIRMAN OF THE BOARD DIRECTOR AND CHAIRMAN OF THE BOARD since July 2019

PROPETRO 2024 Proxy Statement| 7

TABLE OF CONTENTS

Corporate Governance and Board ~~has undertaken a review of the independence of each of our director nominees~~Matters

		SAMUEL D. SLEDGE			Samuel D. Sledge has served as our Chief Executive Officer and as a member of our Board since August 31, 2021. Mr. Sledge previously served as the Company’s President from April 2021 to August 2021, and prior to that, he served as Chief Strategy and Administrative Officer beginning in March 2020. Mr. Sledge has significant experience with ProPetro having joined the Company in 2011. Mr. Sledge has served in various capacities throughout his tenure such as a Frac Technical Specialist and Technical Operations Manager where his duties included quality control, planning and logistics, and the development of the engineering program. Mr. Sledge has also served as ProPetro’s Vice President of Finance, Corporate Development, and Investor Relations where his responsibilities included financial planning and analysis, strategic initiatives, and investor relations. Mr. Sledge received a Bachelor of Business Administration and a Masters of Business Administration from Baylor University. We believe Mr. Sledge’s experience in the energy industry and his significant experience in management roles at the Company make him well suited to serve as a director.
		AGE 37 CEO AND DIRECTOR since August 2021

		SPENCER D. ARMOUR III			Spencer D. Armour III has served as a member of our Board since February 2013. Mr. Armour has over 30 years of executive and entrepreneurial experience in the energy services industry. Mr. Armour served as President of PT Petroleum LLC in Midland, Texas from 2011 to 2018. He was the Vice President of Corporate Development for Basic Energy Services, Inc. from 2007 to 2008, which acquired Sledge Drilling Corp., a company Mr. Armour co-founded and served as Chief Executive Officer from 2005 to 2006. From 1998 through 2005, he served as Executive Vice President of Patterson-UTI Energy, Inc., which acquired Lone Star Mud, Inc., a company Mr. Armour founded and served as President from 1986 to 1997. Mr. Armour also served on the board of Patterson-UTI Energy, Inc. from 1999 to 2001. He currently serves on the boards of Viper Energy, Inc. and CES Energy Solutions Corp and is a partner at Geneses Investments. Mr. Armour received a B.S. in Economics from the University of Houston in 1977 and served on the University of Houston System Board of Regents from 2011 until 2018. We believe that Mr. Armour’s extensive experience in the energy services industry and his deep knowledge of industry dynamics within the Permian Basin make him well suited to serve as a director.
		AGE 70 DIRECTOR since February 2013 INDEPENDENT DIRECTOR since March 2020 COMMITTEES • Nominating and Corporate Governance

8 |ir.propetroservices.com

TABLE OF CONTENTS

Corporate Governance and ~~has affirmatively determined that each of Messrs. Armour, Best, Douglas, Lawrence~~Board Matters

		MARK S. BERG			Mark Berg currently serves as the Executive Vice President, Corporate Operations for Pioneer Natural Resources Company (“Pioneer”), where he serves on the Executive Committee and oversees Business Development, Strategy, Land, Water Management, and Facilities. Mr. Berg has almost nineteen years of experience with Pioneer in various roles, including as Executive Vice President & General Counsel from April 2005 to January 2014, Executive Vice President, Corporate from January 2014 to August 2015, and as Executive Vice President, Corporate/Vertically Integrated Operations until assuming his current role. He began his career in 1983 with the Houston-based law firm Vinson & Elkins L.L.P. and served as a partner from 1990 through 1997, focused on mergers, acquisitions and international project development. In 1997, he joined American General Corporation, a Fortune 200 diversified financial services company, as Executive Vice President, General Counsel and Secretary, and ultimately oversaw its merger with American International Group (“AIG”) in 2001. Following the AIG merger, Mr. Berg joined Hanover Compressor Company, a NYSE company specializing in natural gas compression and processing, as Senior Vice President, General Counsel and Secretary. Mr. Berg received his Juris Doctor, with honors, from the University of Texas School of Law, and graduated magna cum laude and Phi Beta Kappa with a Bachelor of Arts in Public Policy from Tulane University. Mr. Berg is the founding Vice Chairman of the Permian Strategic Partnership, established in 2019, a position in which he still serves, and he served as a member of the Board of Directors of HighPoint Resources Corporation from March 2018 to June 2020. Mr. Berg’s experience in significant management roles and his broad experience in the energy industry make him well suited to serve as a director.
		AGE 65 DIRECTOR since February 2019 Mr. Berg was appointed to the Board by Pioneer pursuant to the Investor Rights Agreement.

		ANTHONY J. BEST			Anthony J. Best has served as a member of our Board since January 2018 and was elected to serve as Lead Independent Director in October 2019. Mr. Best has over 40 years of experience in the energy industry. Mr. Best retired as the Chairman of the board of Newpark Resources in May 2023. He was previously a director with Quantum Energy Partners’ (“Quantum”) portfolio companies, ExL Petroleum and Middle Fork Energy Partners, and also served as Senior Advisor for Quantum. Prior to joining Quantum, Mr. Best served in various roles with SM Energy Company, an oil and gas exploration company, commencing in 2006 as its President and Chief Operating Officer, and as its Chief Executive Officer from February 2007 through January 2015. From 2003 to 2005, Mr. Best served as President and Chief Executive Officer of Pure Resources, Inc., a Unocal development and exploration company. From 2000 to 2003, Mr. Best served as an independent consultant offering leadership and oil and gas consultation to energy companies and volunteer organizations, and from 1979 through 2000, Mr. Best served in various roles of increasing responsibility at Atlantic Richfield Company (“ARCO”), culminating in the position of President, ARCO Latin America. Mr. Best holds a Master of Science in Engineering Management degree from the University of Alaska and a Bachelor of Science degree in Mechanical Engineering from Texas A&M University. Prior to beginning his business career, Mr. Best served five years as an engineering officer in the United States Air Force. We believe that Mr. Best’s experience in significant management roles with companies operating in the Permian Basin and his broad experience in the energy industry make him well suited to serve as a director.
		AGE 74 INDEPENDENT DIRECTOR since January 2018 LEAD INDEPENDENT DIRECTOR since October 2019 COMMITTEES • Audit (Chair) • Compensation

PROPETRO 2024 Proxy Statement| 9

TABLE OF CONTENTS

Corporate Governance and Board Matters

		G. LARRY LAWRENCE			G. Larry Lawrence was appointed to our Board in December 2020. Mr. Lawrence previously served as Audit Committee Chair of Legacy Reserves, LP’s Board of Directors, a role he held from 2006 to 2019. From January 2021 until June 2021, Mr. Lawrence served as the interim Chief Financial Officer of Natural Gas Services Group, a natural gas compression equipment provider, where he previously served as Chief Financial Officer for nine years. Prior to Natural Gas Services Group, Mr. Lawrence served as Chief Financial Officer for Lynx Operating Co. Inc., an oil and gas exploration company, for three years and as Chief Financial Officer for Pure Resources, Inc., an oil and gas E&P company, for two years. He has also held finance and management consulting positions for Parson Group, ARCO and Crescent Consulting. Mr. Lawrence earned his bachelor’s degree with an accounting major from Dillard University in New Orleans. We believe that Mr. Lawrence’s broad experience in the energy industry, including his service as a director and executive officer with various companies, makes him well suited to serve as a director.
		AGE 72 INDEPENDENT DIRECTOR since December 2020 COMMITTEES • Audit

		JACK B. MOORE			Jack B. Moore has served as a member of our Board since March 2017. Mr. Moore most recently served as President and Chief Executive Officer of Cameron International Corporation (“Cameron”), an oil and gas industry equipment manufacturer and provider, from April 2008 to October 2015 and served as Chairman of the Board of Cameron from May 2011 until it was acquired by Schlumberger in April 2016. Prior to his employment with Cameron, Mr. Moore held various management positions at Baker Hughes Incorporated, where he was employed for 23 years. Mr. Moore currently serves on the Board of Directors of Occidental Petroleum Corporation, KBR Inc., and the University of Houston System Board of Regents. Mr. Moore previously served on the board of the American Petroleum Institute, the National Ocean Industries Association, Rowan Companies plc, and the Petroleum Equipment Suppliers Association. Mr. Moore received a Bachelor of Business Administration from the University of Houston and attended the Advanced Management Program at Harvard Business School. We believe that Mr. Moore’s wealth of experience in the oilfield service sector, including service as a director and executive officer to various public corporations in the sector, makes him well suited to serve as a director.
		AGE 70 INDEPENDENT DIRECTOR since March 2017 COMMITTEES • Compensation • Nominating and Corporate Governance (Chair)

10 |ir.propetroservices.com

TABLE OF CONTENTS

Corporate Governance and ~~Ms. Choka are “independent,” as defined by the NYSE rules. Under the NYSE rules, a director can be independent only if (a) the director does not trigger a categorical bar to independence~~Board Matters

		MARY P. RICCIARDELLO			Ms. Ricciardello has served as a member of our Board since January 2023. Ms. Ricciardello currently serves as a director, Audit Committee member and Corporate Governance, Nominating and Sustainability Committee member at Eagle Materials Inc. Ms. Ricciardello previously served as a director at Devon Energy from 2008 to 2021, Noble Corporation from 2003 to 2020, Enlink Midstream from 2014 to 2018, Midstates Petroleum from 2010 to 2013 and U.S. Concrete from 2003 to 2010. Beginning in 1982, Ms. Ricciardello enjoyed a distinguished, two-decade career at Reliant Energy Inc. (“Reliant”) and its predecessor, Houston Lighting & Power Company, an electricity generation and retail services company, where she held several roles of increasing responsibility in the financial services and treasury functions. In 1996, Ms. Ricciardello was appointed as Reliant’s Vice President and Comptroller and she served as its Senior Vice President and Chief Accounting Officer from 1999 until her retirement in 2002. Ms. Ricciardello earned a Bachelor of Science degree in Business Administration from the University of South Dakota and an MBA from the University of Houston. She is also a Texas licensed Certified Public Accountant and earned a CERT Certificate in Cybersecurity from Carnegie Mellon University. We believe that Ms. Ricciardello is well suited to serve as a director based on her accounting and financial expertise and public company board and committee experience.
		AGE 68 INDEPENDENT DIRECTOR since January 2023 COMMITTEES • Audit • Nominating and Corporate Governance

		MICHELE VION			Michele Vion was appointed to our Board in February 2020. Ms. Vion previously served as Vice President, Human Resources at HighPoint Resources Corporation, a successor to the Bill Barrett Corporation, an oil and gas E&P company, from August 2010 to September 2019. Ms. Vion was previously employed at Level 3 Communications, Inc., an international communications company, starting in 2006 and ultimately as Group Vice President of Human Resources up to January 2010. Ms. Vion also previously served as Vice President of Human Resources for Sun Microsystems, Inc., a computer networking company, for seven years. She also previously held senior human resource and client account management positions at Prudential Financial, Inc., an insurance and investment management company and JP Morgan, a global financial services firm. Prior to joining JP Morgan, Ms. Vion served in an accounting position as a Regional Controller for the Eastern Region at Sony Corporation of America. Ms. Vion previously served as Compensation Committee Chair and as a member of the Audit Committee of Boingo Wireless, Inc.’s Board of Directors, roles she held from 2018 until Boingo’s acquisition by Digital Colony Management, LLC in June 2021. Ms. Vion also served on the board and as Chair of the Compensation Committee and as member of the Audit Committee and Nominating and Corporate Governance Committee of Callidus Software Inc., a publicly-traded, cloud-based software company, from 2005 to 2016. Ms. Vion holds a Bachelor of Arts in East Asian Studies and Economics from Wesleyan University, has attended Stanford University’s Director’s College, and participated in the Financial Times’ Director Exchange. We believe that Ms. Vion is well suited to serve as a director based on her executive leadership experience in human resources and accounting and public company board and committee experience.
		AGE 64 INDEPENDENT DIRECTOR since February 2020 COMMITTEES • Compensation (Chair) • Nominating and Corporate Governance

PROPETRO 2024 Proxy Statement| 11

TABLE OF CONTENTS

Corporate Governance and ~~(b) our~~ Board ~~affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder~~Matters

Director Independence

The majority of the members of the Board at any given time must qualify as “independent” under the rules of the NYSE.

Our Board has undertaken a review of the independence of each of our director nominees and has affirmatively determined that each of Messrs. Armour, Best, Lawrence, and Moore and Mss. Ricciardello and Vion are “independent,” as defined by the NYSE rules. 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, stockholder or officer of an organization that has a relationship with the Company).

Based on information provided by the director nominees 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~~stockholder or officer of an organization that has a relationship with the Company). In making this 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.

Board Leadership Structure

[MISSING IMAGE: ph_phillipgobemd-4c.jpg]

PHILLIP A.
GOBE

[MISSING IMAGE: ph_samuelsledgemd-4c.jpg]

SAMUEL D.
SLEDGE

[MISSING IMAGE: ph_anthonybestmd-4c.jpg]

ANTHONY J.
BEST

Chairman of the Board

Chief Executive Officer

Lead Independent Director

Our Board has adopted our Corporate Governance Guidelines, which are available on our website, www.propetroservices.com, in the ~~“Corporate Governance”~~“Governance” subsection of the ~~“Investors” section.~~“Investor Relations” section under “Governance Documents.” 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. ~~At present, the Board has chosen to combine the positions of Chairman and Chief Executive Officer. While the~~Our 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,~~depending on the circumstances and changing needs of the Company from time to time.

While our Board has previously combined the roles of Chairman and Chief Executive Officer, at present, the Board ~~believes that Mr. Gobe is~~has chosen to separate the ~~individual with the necessary experience, commitment~~positions of Chairman and ~~support of the other members of the Board to effectively carry out the role of Chairman.~~

Chief Executive Officer. The Board believes this structure ~~promotes better alignment~~enhances corporate governance and allows each of strategic development and execution, more effective implementation of strategic initiatives and clearer accountability for the Company’s success or failure. Moreover, the Board believes that combining theour Chairman and Chief Executive Officer ~~positions~~to remain focused on their distinct roles, which, for the Chairman, primarily involves Board and corporate governance and, for the Chief Executive Officer, primarily involves day-to-day management leadership and implementing our corporate strategy.

Although the roles of Chairman and Chief Executive Officer are currently separated, the Chairman previously served as a member of management and does not ~~impede~~currently qualify as independent. As such, the Board believes the role of Lead Independent Director enhances independent oversight of the Company ~~particularly given the designation of a Lead Independent Director as discussed below. In addition, six of the eight members of the Board are independent under NYSE listing standards.~~

~~In October 2019, the Board designated~~and that Mr. Best ~~an independent director,~~should continue to serve as the Lead Independent Director. In this capacity, Mr. Best provides, in conjunction with the Chairman, leadership and guidance to the Board. The Lead Independent Director responsibilities are as follows:

•

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.~~directors

•

Approve Board meeting schedules and ~~agendas.~~agendas

•

Act as the liaison between the independent directors and the ~~Chief Executive Officer and~~ Chairman of the ~~Board.~~Board

•

Communicate the ~~Chairman and~~ Chief Executive Officer’s annual evaluation and compensation, after Compensation Committee approval

12 |ir.propetroservices.com

TABLE OF CONTENTS

Corporate Governance and Board Matters

Furthermore, our Board believes that service on the boards of other public companies provides valuable governance and leadership experience that ultimately benefits the Company, but also recognizes that outside public board service requires a significant commitment of time and attention. This year, our Board updated our Corporate Governance Guidelines to limit the number of public company boards on which a director may sit in accordance with best governance practices. As a result, under our Corporate Governance Guidelines:

•

our Chief Executive Officer may sit on no more than one additional outside public company board;

•

the Chairman of the ~~Compensation Committee.~~Board and the Lead Independent Director may sit on no more than two additional outside public company boards;

•

non-management directors who are active executive officers of other public companies may sit on no more than one additional outside public board (including their own company board); and

•

all other directors may sit on no more than three additional outside public boards.

This practice helps ensure that our directors can give appropriate time and attention to the affairs of the Company.

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.”

To facilitate candid discussion among the Company’s directors, the non-management directors meet at regularly scheduled executive sessions presided over by our ~~Lead Independent Director.~~Chairman. In addition, at least

once a year and in conjunction with a regular board meeting, the non-management directors who are independent under NYSE listing standards meet in executive session ~~in conjunction with a regular board meeting.~~presided over by the Lead Independent Director.

Board of Directors and Risk Oversight

In the normal course of 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.~~risks. 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. 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. 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. The Compensation Committee assists the Board in fulfilling its oversight responsibilities by overseeing our compensation policies and practices. The Board does not believe that its role in the oversight of our risks affects the Board’s leadership structure.

~~Safety,~~ Sustainability ~~Social~~ and ~~Environmental Stewardship~~ESG Initiatives

In October 2023, we published our inaugural ProPetro ProEnergy ProPeople Sustainability Report, advancing our goals of increased disclosure and transparency regarding our operations. We encourage you to review this report, which may be accessed in the sustainability section of our website, for detailed information regarding our commitment and approach to sustainability. The report provides an overview of our sustainability initiatives and strategy, our governance, oversight, programs, and policies, and our performance on certain sustainability matters that are important to ProPetro and its stakeholders. The scope of the report includes all businesses, assets, and joint ventures that were owned and operated by ProPetro at the time of its publishing. The report was developed through the contributions of many employees from multiple functions across our Company, an effort that we believe reflects our culture of collaboration.

At ProPetro, our fundamental policy is to conduct business with honesty and integrity in accordance with the highest legal and ethical standards, along with a daily focus on safety and quality. WeAs detailed in our sustainability report, we believe ~~this~~sustainability in our industry is ~~critical~~created by offering competitive and effective services for our customers, while providing a value-generating enterprise for our shareholders, teammates, and community and minimizing negative environmental impacts from our operations. Guided by these values, and with a focus on creating a durable and sustainable business in our sector we pursue the pillars of our strategy—(1) optimizing operations and industrializing our business; (2) pursuing a more capital-light asset profile and next generation fleet by developing and integrating innovative technologies; (3) pursuing opportunistic strategic transactions to accelerate value creation and distribution; and (4) maintaining a strong balance sheet. Our strategic approach is designed to

PROPETRO 2024 Proxy Statement| 13

TABLE OF CONTENTS

Corporate Governance and Board Matters

support ProPetro’s core goals of generating robust earnings, increasing free cash flow, and building towards enhanced shareholder returns. Achievement of these strategic objectives is a key to our long-term ~~success. Our Board~~success, and ~~its committees oversee~~ our ~~Company’s strategy and governance, including our safety,~~ sustainability and environmental stewardship efforts. We believe that the future of the oilfield is a cohesive and more environmentally friendly supply chain producing hydrocarbons in the safest and most efficient manner possible.

~~As part of our~~ environmental, social, and governance (“ESG”) initiatives are designed to support and enhance our pursuit of these goals. We believe our services play a vital role in the broader energy value chain by meaningfully contributing to the delivery of low-cost, dependable energy to end users and that our sustainability and ESG initiatives will enable us to continue to do so for years to come.

As part of our sustainability and ESG initiatives, we aim to reduce the overall environmental impact of our services by focusing on ~~flawless~~excellent execution and superior service quality. We believe that a lower emissions profile is not only vital to aid in our competitiveness but it is also a crucial component in ~~developing~~deploying the innovative tools necessary to ~~aid~~support our ~~customers~~customers’ efforts to ~~both drive down costs and to do so~~be capital efficient while respecting the communities in which we work. We seek to ~~provide~~meet our customers’ needs while also pursuing a consistent, sustainable service solution that will ~~in time~~increasingly replace diesel with cleaner burning ~~fuels~~and cost-advantaged fuels. With continued, significant investments in and the successful initial deployment of our first two FORCESM electric fleets and the continued improvement and strong operational performance of our Tier IV DGB, dual-fuel equipment, 2023 reflected the continued execution of our fleet transition strategy. During 2023, the impact of these investments was reflected in our performance, as our Tier IV DGB equipment displaced almost 20 million gallons of diesel over the last three quarters of the year, resulting in an 8.1% reduction in CO2e emissions for operations with this equipment. We believe these investments and our focus on continued improvements in operating performance for these assets will support our continued competitiveness, while ~~utilizing lower~~fostering a reduced emissions ~~power sources~~profile for our ~~operations over time, for~~services. Moreover, the ~~benefit~~initial success and continued deployment of our ~~workforce~~FORCESM electric fleet solutions reflect the collaborative approach we take with our customers towards the increasing industrialization and ~~community. With recent investments in Tier IV Dynamic Gas Blending (DGB), dual fuel equipment, we have taken action to reduce~~electrification of the ~~carbon footprint in the Permian Basin. Integrating cleaner burning fuel sources, such as natural gas,~~oilfield.

An additional focus of our sustainability and ESG initiatives is an important steppingstone to optimize our fuel consumption on our worksites. We are also focused on the next generation of technology by making strategic investments in DuraStim® electric powered hydraulic fracturing equipment to bring unconventional pumping innovations and electrically-powered fleet advancements to the field. Our DuraStim® equipment is still being tested and has only been deployed to our customers’ wellsites on a limited scale. The Company has set a goal to fully deploy its first DuraStim® fleet to a customer wellsite in the second half of 2021.

~~We also seek~~ to give back to the area where we live and work by providing employment and supporting and encouraging our employees to commit to safety and investing in our community. We aspire to play a role in shaping the future of the Permian Basin by investing in education, donating to first responders and veterans, supporting health and wellness related organizations, and focusing on charities that support local children. We do this through various charities and other organizations that are heavily involved in the Permian Basin communities. ~~Our employees~~The employee created ~~the~~ P.U.M.P. ~~(Positive United Morale Partners)~~ committee continues to ~~drive their humanitarian endeavors through~~participate in wellness events, monthly events with a local foodbank, quarterly blood drives, Thanksgiving meal drives, school supply donation drives, and ~~Habitat for Humanity Builds.~~ other important initiatives.

2023 also saw increased focus and further improvement in our human capital development initiatives. We are particularly proud of our increased investment in our employee base as we implemented new training resources and systems and continued a leadership training initiative across all functions to support the enhancement of over 250 of our existing managers and senior leaders along with a class of developing leaders. We further sought to identify ways to better align with our employees and improve our overall work environment by conducting our first ever employee engagement survey. This survey provided key insights into areas of strength as well as employee concerns and allowed us to develop and begin to implement action plans to positively impact our employee experience.

Our safety record substantiates the close collaboration between our customers and our employees in completing each job safely. We pride ourselves on our commitment to safety and our commitment to each ~~other. Our single basin strategy is crucial to delivering on these commitments, including advantages~~other, which we demonstrate and support through operational initiatives like aour dedicated heavy haul team to reduce driving ~~hazards, best-in-class~~hazards; our culture of training, accountability, and ~~development culture,~~consistent improvement; and our long-term relationships with teammates, customers and stakeholders.

Additional information and updates regarding our ~~safety,~~ sustainability and ~~environmental stewardship efforts~~ESG initiatives can be found under the “Sustainability” tab of our website at ~~www.propetroservices.com.~~www.propetroservices.com. Additionally, more details on our progress in this area will be disclosed in 2024 through the publication of our 2024 sustainability report.

Communicating with ~~our~~Our Board of Directors

Stockholders and other interested parties may communicate with our Board by writing to: ~~ProPetro Holding Corp., P.O. Box 873, Midland, Texas 79702,~~

ProPetro Holding Corp.
Attention: General Counsel and Corporate Secretary
P.O. Box 873
Midland, Texas 79702

14 |ir.propetroservices.com

TABLE OF CONTENTS

Corporate Governance and ~~Corporate Secretary.~~ Board Matters

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.

Our General Counsel and Corporate Secretary will review each communication and will forward the communication, as expeditiously as reasonably practicable, to the addressees if:

(1)

the communication complies with the requirements of any applicable policy adopted by the Board relating to the subject matter of the communication and

(2)

the communication falls within the scope of matters generally considered by the Board.

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, our General Counsel and Corporate Secretary may forward the communication to the executive officer or chairman of the committee to which the matter has been delegated. 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.

Information may be submitted confidentially and ~~anonymously, although~~anonymously. However, 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. 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.

Annual Meeting Attendance

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. Each incumbent 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). Our non-employee directors meet at regularly scheduled executive sessions presided over by our Lead Independent Director. Additionally, our independent directors meet at least once a year without members of management or non-independent directors present. All of our directors who were members of the Board at the time of our ~~2020~~2023 annual meeting of stockholders attended the meeting.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, ~~2020,~~2023, the Compensation Committee was ~~initially~~ comprised of Ms. Vion and Messrs. ~~Blackwell,~~ Moore and Best. In connection with the resignation of Mr. Blackwell, an evaluation of committee assignments by our Nominating & Corporate Governance Committee in July 6, 2020 was performed, and our committee memberships were modified, and Messrs. Best, Moore and Ms. ~~Choka were appointed to and served on the Compensation Committee for the remainder of 2020. Ms. Choka was appointed to serve~~Vion serves as committee chair. 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. ~~During the fiscal year ended December 31, 2020, Mr. Blackwell was the indirect beneficiary of certain transactions with the Company in which the amount involved exceeded $120,000.~~

Board and Committee Activity and Structure

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.

On December 31, 2018, we entered into the Investor Rights Agreement with an affiliate of Pioneer. The Investor Rights Agreement provides that Pioneer ~~will be granted~~ was 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.

Pioneer has designated Mark S. Berg as the non-independent director and has no further rights to designate an independent director to the Board.

During ~~2020,~~2023, our Board held ~~twelve~~seven meetings. There are currently three standing committees of the Board:

PROPETRO 2024 Proxy Statement| 15

TABLE OF CONTENTS

Corporate Governance and Board Matters

•

the Audit Committee,

•

the Compensation Committee, and

•

the Nominating and Corporate Governance Committee.

Members serve on these committees until their resignation or until as otherwise determined by our Board. The composition of the Board committees complies with the applicable rules of the NYSE and applicable law. Our Board has adopted a written charter for each of the standing committees, which can be found under “Governance Documents” in the ~~“Corporate Governance”~~“Governance” subsection of the “Investors” section of our website at ~~www.propetroservices.com.~~www.propetroservices.com.

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 under “Governance Documents” in the ~~“Corporate Governance”~~“Governance” subsection of the “Investors” section of our website at ~~www.propetroservices.com.~~www.propetroservices.com. The composition and responsibilities of each of the standing committees of our Board are as follows:

AUDIT COMMITTEE

MEETINGS IN 2023: 9

KEY RESPONSIBILITIES

Our Audit Committee is directly responsible for, among other things, the appointment, compensation, retention and oversight of our independent registered public accounting firm.

The oversight of our independent 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.

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.

REPORT

The Report of our Audit Committee appears on page 45 of this proxy statement.

MEMBERS

[MISSING IMAGE: ph_larrylawrencemd-4c.jpg]

[MISSING IMAGE: ph_michelevionmdmd-4c.jpg]

Anthony J.
Best, Chair

G. Larry
Lawrence

Mary P.
Ricciardello

During the year ended December 31, 2023, the members of the Audit Committee were Ms. Ricciardello and Messrs. Best, Douglas (until the expiration of his term at the 2023 annual meeting), and Lawrence. The Audit Committee is presently comprised of Ms. Ricciardello and Messrs. Best and Lawrence, with Mr. Best serving as committee chair.

QUALIFICATIONS

Our Audit Committee is comprised solely of “independent” directors, as defined under and required by the NYSE rules and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our Board has determined that each of Ms. Ricciardello and Messrs. Armour, Lawrence, and Moore qualify as an “audit committee financial expert,” as defined by the rules under the Exchange Act.

~~Audit Committee~~. Our Audit Committee is comprised solely of “independent” directors, as defined under and required by the NYSE rules and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board has determined that each of Messrs. Armour, Douglas, Lawrence and Moore qualify as an “audit committee financial expert,” as defined by the rules under the Exchange Act. During the year ended December 31, 2020, the members of the Audit Committee were Messrs. Best, Douglas and Moore. The Audit Committee is presently comprised of Messrs. Best, Douglas and Lawrence. Mr. Best serves as committee chair. Our Audit Committee is directly responsible for, among other things, the appointment, compensation, retention and oversight of our independent registered public accounting firm. The oversight of our independent 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. 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. The Audit Committee held twelve meetings in 2020.

16 |ir.propetroservices.com

~~Nominating and~~

TABLE OF CONTENTS

Corporate Governance ~~Committee. Our Nominating~~ and Board Matters

COMPENSATION COMMITTEE

MEETINGS IN 2023: 7

KEY RESPONSIBILITIES

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, reviewing and assessing the Company’s initiatives relating to human capital management, and reviewing the succession planning strategies of the Company.

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.

REPORT

The Report of our Compensation Committee appears on page 45 of this proxy statement.

MEMBERS

[MISSING IMAGE: ph_michelevionmd-4c.jpg]

Michele
Vion, Chair

Anthony J.
Best

Jack B.
Moore

During the year ended December 31, 2023, the members of the Compensation Committee were Ms. Vion and Messrs. Best and Moore, with Ms. Vion serving as committee chair. The Compensation Committee is presently comprised of Ms. Vion and Messrs. Best and Moore.

QUALIFICATIONS

Our Compensation Committee consists solely of “independent” directors, as defined under and required by the NYSE rules and “non-employee directors” under Section 16 of the Exchange Act.

PROPETRO 2024 Proxy Statement| 17

TABLE OF CONTENTS

Corporate Governance ~~Committee consists solely of “independent” directors, as defined under~~ and ~~required by NYSE rules. The Nominating and Corporate Governance Committee is responsible for, among other things, identifying individuals qualified to become~~ Board members; selecting or recommending director-nominees for each election of directors to the Board; developing and recommending criteria for selecting qualified director candidates to the Board; considering committee member qualifications, appointments and removals; recommending corporate governance principles, codes of conduct and compliance mechanisms; providing oversight in the evaluation of the Board and each committee thereof; and developing an appropriate succession plan for our chief executive officer pursuant to our Corporate Governance Guidelines. During the year ended December 31, 2020, the members of the Nominating and Corporate Governance Committee, at various times, were Messrs. Blackwell, Douglas and Moore and Ms. Choka, with Mr. Moore serving as committee chair. Mr. Blackwell stepped down from the Nominating and Corporate Governance Committee in connection with his resignation in July 2020. The Nominating and Corporate Governance Committee is presently comprised of Messrs. Armour, Douglas and Moore and Ms. Choka. The Nominating and Corporate Governance Committee held five meetings in 2020.

~~Compensation Committee~~. Our Compensation Committee consists solely of “independent” directors, as defined under and required by the NYSE rules and “non-employee directors” under Section 16 of the Exchange Act. 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. 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. During the year ended December 31, 2020, the members of the Compensation Committee, at various times, were Messrs. Best, Moore and Blackwell and Ms. Choka. Mr. Blackwell served as committee chair until he stepped down from the Compensation Committee in connection with his resignation in July 2020, andMatters

NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE

MEETINGS IN 2023: 4

KEY RESPONSIBILITIES

The Nominating and Corporate Governance Committee is responsible for, among other things:

•

identifying individuals qualified to become Board members;

•

selecting or recommending director nominees for each election of directors to the Board;

•

developing and recommending criteria for selecting qualified director candidates to the Board;

•

considering committee member qualifications, appointments and removals;

•

recommending corporate governance principles, codes of conduct and compliance mechanisms;

•

providing oversight in the evaluation of the Board and each committee thereof;

•

overseeing our ESG initiatives; and

•

developing an appropriate succession plan for our chief executive officer pursuant to our Corporate Governance Guidelines.

MEMBERS

[MISSING IMAGE: ph_spencerarmourmd-4c.jpg]

[MISSING IMAGE: ph_alandouglasmd-4c.jpg]

Jack B.
Moore, Chair

Spencer D.
Armour III

Alan E.
Douglas

Michele
Vion

Mary P.
Ricciardello

During the year ended December 31, 2023, the members of the Nominating and Corporate Governance Committee were Messrs. Armour, Douglas (until the expiration of his term at the 2023 annual meeting), and Moore and Mss. Ricciardello and Vion, with Mr. Moore serving as committee chair. The Nominating and Corporate Governance Committee is presently comprised of Messrs. Armour and Moore and Mss. Ricciardello and Vion.

QUALIFICATIONS

Our Nominating and Corporate Governance Committee consists solely of “independent” directors, as defined under and required by the NYSE rules.

Ms. Choka was appointed to serve as committee chair. The Compensation Committee is presently comprised of Messrs. Best and Moore and Ms. Choka. The Compensation Committee held twelve meetings in 2020.

Role of the Board, Compensation Committee and ~~our~~Our Executive Officers

Executive compensation decisions are typically made on an annual basis by the Compensation Committee with input from our Chief Executive Officer. 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 (the “Named Executive Officers”) and our executive compensation program as a whole. Our Chief Executive Officer generally attends all Compensation Committee meetings. After considering these recommendations, the Compensation Committee typically meets in executive session and adjusts base salary levels and non-equity award targets. 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.~~Named Executive Officers. In making executive compensation recommendations, our Chief Executive Officer considers each ~~named executive officer’s~~Named Executive Officer’s performance during the year, the Company’s performance during the year, as well as comparable company compensation levels. 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.

Role of External Advisors

The Compensation Committee engaged ~~Meridian Compensation Partners, LLC (“Meridian”) and~~ Pearl Meyer & Partners, LLC (“Pearl Meyer”) in ~~2020~~2021 to assist the Compensation Committee and the Board in evaluating, designing, and implementing compensation practices. ~~For the year ended December 31, 2020, Meridian and Pearl Meyer received $279,570 and $20,938 respectively, for the services they provided to our Compensation Committee.~~

The Compensation Committee reviews and assesses the independence and performance of its executive compensation consultant in accordance with applicable ~~SEC~~U.S. Securities and Exchange Commission (“SEC”) and

18 |ir.propetroservices.com

TABLE OF CONTENTS

Corporate Governance and Board Matters

NYSE rules and regulations on an annual basis to confirm that the consultant is independent and meets all applicable statutory and regulatory requirements. Late in 2020, the Compensation Committee conducted an extensive evaluation of several independent compensation consultants and chose Pearl Meyer to replace Meridian as the Compensation Committee’s independent compensation consultant.

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. 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. During the year ended December 31, 2020, the Company incurred approximately $1.1 million in costs associated with Brown Rudnick related to the internal review and other matters. The internal review concluded in June 2020.

Director Nominations Process

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. 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~~considering the then current make-up of the Board. This assessment includes an evaluation of the nominee’s judgment and skills, such as experience at a ~~strategy/~~strategy and policy setting level, financial sophistication, leadership, and ~~objectivity,~~ objectivity—all in the context of the perceived needs of the Board at that point in time. One of the director nominees, Mr. Berg, was not recommended for nomination by the Nominating and Corporate Governance Committee but rather was appointed pursuant to the Investor Rights Agreement.

InOur updated corporate governance guidelines, effective as of 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, and2024, reflect the Nominating and Corporate Governance Committee and the Board are committed to ~~increasing Board diversity.~~considering diversity when identifying candidates for nomination to the Board. Our Board believes that at a minimum all members of the Board should have the highest professional and personal ethics and values. 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.

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.

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 General Counsel and Corporate Secretary, P.O. Box 873, Midland, Texas 79702.~~ to:

The Nominating and Corporate Governance Committee
ProPetro Holding Corp.
c/o General Counsel and Corporate Secretary
P.O. Box 873
Midland, Texas 79702

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.

Director Orientation and Education

We provide each new director with an orientation that consists of meeting with senior management and others on our business operations, strategic plans, significant accounting and risk management issues, corporate governance, compliance, and key policies and practices.

The orientation sessions are tailored to the particular director depending on their orientation needs and generally include an overview of board fiduciary duties, board independence, and public company reporting requirements. New directors are also provided the most recent reports presented to the Board and its committees by management and external advisors.

Each director is expected to participate in continuing educational programs as necessary to maintain the expertise necessary to perform his or her responsibilities as a director. In this regard, from time to time we provide pertinent articles, white papers, and information relating to our business, financial affairs, risks, competitors, corporate governance, areas of focus in shareholder activism, ESG trends, proxy advisory firm ratings, and changes in legal and regulatory issues.

We may also coordinate training and educational sessions for directors from outside experts and provide directors with tours of our ~~facilities~~facilities.

PROPETRO 2024 Proxy Statement| 19

TABLE OF CONTENTS

Corporate Governance and Board Matters

Certain Relationships and Related Party Transactions

RELATED PARTY TRANSACTIONS

Operations and Maintenance Yards

The Company rents three yards from ~~time~~South Midkiff Partners, LLC, an entity partially owned by Spencer D. Armour III, a director, and David Sledge, the father of Sam Sledge, our Chief Executive Officer. Total annual rent expense in 2023 for each of the three yards was approximately $0.03 million, $0.1 million, and $0.1 million, respectively. The Company previously rented two yards from this entity and incurred rent expense of $0.02 million and $0.1 million, respectively during the year ended December 31, 2023; these leases were terminated in June 2023.

Transportation and Equipment Rental

Adam Muñoz, our President and Chief Operating Officer, has a family relationship with an employee of J&M Burns Transportation, an entity that provides transportation services to ~~time.~~the Company. The employee receives a portion of his compensation from J&M Burns Transportation based on the amount of services sold by him to customers, including the Company. The Company incurred approximately $38.6 million in expense for the year ended December 31, 2023 for services provided to the Company by J&M Burns Transportation.

Executive Officer Family Members

Oscar M. Dominguez is our Vice President of Hydraulic Fracturing Operations and the brother-in-law of Adam Muñoz. Mr. Dominguez received total compensation of approximately $1.3 million for his services for the year ended December 31, 2023 (including $959,000 cash compensation and $298,000 non-cash equity compensation).

Roger Dominguez is our Supply Chain Logistics Manager and the brother-in-law of Adam Muñoz. Mr. Dominguez received total compensation of approximately $294,000 for his services for the year ended December 31, 2023 (including $231,000 cash compensation and $63,000 non-cash equity compensation).

Pioneer

On December 31, 2018, we consummated the purchase of certain pressure pumping assets and real property in connection with the Pioneer Pressure Pumping Acquisition. 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. In March, 2022, we amended and restated our agreement to provide pressure pumping and related services to Pioneer, which reduced the number of contracted fleets to six fleets from eight fleets, modified the pressure pumping scope of work and pricing mechanism for contracted fleets, replaced the idle fees arrangement with equipment reservation fees and provided for an initial term from January 1, 2022 through December 31, 2022, subject to extension and termination as described therein. On October 31, 2022, we entered into (i) a certain Pressure Pumping Services Agreement—Fleet One Simulfrac (the “Fleet One Pressure Pumping Agreement”) and (ii) a certain Pressure Pumping Services Agreement—Fleet Two (the “Fleet Two Pressure Pumping Agreement”), which replaced all previous agreements with Pioneer and reduced the number of contracted fleets to two fleets. The Fleet One Pressure Pumping Agreement was effective as of January 1, 2023 and terminated in August 2023. The Fleet Two Pressure Pumping Agreement was effective as of January 1, 2023. In February 2023, we mutually agreed with Pioneer to terminate the Fleet Two Pressure Pumping Agreement, effective on or about May 12, 2023. Revenue from services provided to Pioneer (including reservation fees) accounted for approximately $125.1 million during the year ended December 31, 2023.

20 |ir.propetroservices.com

TABLE OF CONTENTS

Corporate Governance and Board Matters

POLICIES AND PROCEDURES FOR RELATED PARTY TRANSACTIONS

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. All our directors and executive officers are required to report to the Audit Committee chair any such related person transaction. 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. 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.

Director Compensation

Our Amended and Restated ProPetro Holding Corp. Non-Employee Director Compensation Policy (the ~~“Amended Director~~“Director Compensation Policy”) provides that each eligible non-employee director receives the ~~following:~~following, effective as of July 1, 2023:

•

~~Annual cash retainer of $70,000;~~

•

~~Additional annual cash retainer for a non-employee director serving as the Chairperson~~The amendment and restatement of the ~~Board~~Director Compensation Policy in July of ~~$50,000;~~

•

~~Additional~~2023 provided for the following modest increases in compensation for our non-employee directors: (i) the annual cash retainer for the ~~Lead Independent Director~~Chairperson of the ~~Board of $20,000 (new in 2020);~~

•

~~Additional~~Audit Committee was increased from $15,000 to $20,000; (ii) the annual cash retainer for the ~~Chairpersons of~~Chairperson for the ~~Audit Committee, Compensation Committee and~~ Nominating and Corporate Governance Committee ~~of $15,000, $15,000~~was increased from $10,000 to $15,000; and ~~$10,000, respectively;~~

•

~~Annual~~(iii) the annual equity retainer for all non-employee directors was increased from $140,000 to $155,000, which will be effective for awards granted in 2024 since this modification was approved after the date of the annual grant to directors in 2023. These changes were implemented in order to align our director compensation with ~~a grant date fair value of approximately $140,000.~~

that paid at companies with whom we compete for director talent.

All equity retainers consist of awards of restricted stock units (“RSUs”) that will vest in full on the earliest to occur ofof: (i) the first anniversary of the grant date, (ii) the day immediately preceding the first annual

meeting of stockholders following the grant date, and (iii) the occurrence of a Change in Control, subject, in each case, to continuous service through the applicable vesting date.

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. All annual retainers are pro-rated based on days of service for non-employee directors who join the Board during the applicable calendar year.

On February 1, 2020, after consulting with Meridian regarding market practices, we 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. Best in 2020 for his service as Lead Independent Director of the Board during the fourth quarter of 2019. The Lead Independent Director position was newly created in the fourth quarter of 2019. 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.

PROPETRO 2024 Proxy Statement| 21

TABLE OF CONTENTS

Corporate Governance and Board Matters

The following table summarizes the compensation paid for services provided by our non-employee directors during ~~2020.~~2023.

Name
Fees Earned or
Paid in Cash
($)(1)

Stock Awards
($)(2)

Total
($)

Spencer D. Armour III 64,094 118,996 183,090
Mark S. Berg(3)
— — —
Anthony J. Best 98,914 118,996 217,910
Pryor Blackwell 41,090 118,996 160,086
Alan E. Douglas 64,094 118,996 183,090
Jack B. Moore 74,094 118,996 193,090
Michele V. Choka 65,306 170,005 235,311
G. Larry Lawrence 2,853 118,518 121,371

Name	Fees Earned or Paid in Cash(1) ($)		Stock Awards(2) ($)		Total ($)
Spencer D. Armour III		90,000		139,999		229,999
Mark S. Berg(3)		―		―		―
Anthony J. Best		127,500		139,999		267,499
Phillip A. Gobe		140,000		139,999		279,999
G. Larry Lawrence		90,000		139,999		229,999
Jack B. Moore		102,500		139,999		242,499
Mary P. Ricciardello		85,700		139,999		224,999
Michele Vion		105,000		139,999		244,999

(1)

Reflects annual cash retainer payments made pursuant to the ~~Amended~~ Director Compensation Policy. With respect to Ms. Choka, this amount includes pro-rated payments associated with her service on the Board during first quarter 2020 and as Compensation Committee Chair, beginning third quarter 2020. With respect to Mr. Blackwell, this amount includes pro-rated payments associated with his service as Chairman of the Compensation Committee during 2020 until his resignation in the third quarter of 2020. Mr. Lawrence’s payment also includes a pro-rated payment made to him in 2020 for his service on the Board during the fourth quarter of 2020.

(2)

Reflects the grant date fair value of ~~restricted stock units, or “RSU”,~~RSU awards on the date of grant computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic ~~718.~~718”). For information regarding assumptions underlying the valuation of equity awards, see Note 1114 to the Consolidated Financial Statements included in our ~~2020~~2023 Annual Report on Form 10-K.

(3)

In 2023, Mr. Berg has elected not to be compensated for his service as a director. Beginning in 2024, Mr. Berg will be compensated for his service as a director.

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, ~~2020. The aggregate number~~2023. With the exception of Mr. ~~Gobe’s outstanding awards is included in the table entitled “Executive Compensation — Outstanding Equity at 2020 Fiscal Year End.”~~Sledge who held 21,750 stock options as of December 31, 2023, none of our directors held stock options as of December 31, 2023.

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

(1)

Name
Aggregate Number
of Stock Awards
(#)

Aggregate
Number of Stock
Option Awards
(#)

Spencer D. Armour III 32,336 592,774
Mark S. Berg — —
Anthony J. Best 32,336 —
Pryor Blackwell(a)
— —
Alan E. Douglas 32,336 —
Jack B. Moore 32,336 —
Michele V. Choka 32,336 —
G. Larry Lawrence 15,392 —

~~(a)~~

~~Mr. Blackwell also forfeited all outstanding and unvested equity awards (32,336 RSUs granted in 2020) upon his resignation from the Board on July 6, 2020.~~

~~(3)~~

In 2023, Mr. Berg ~~has~~ elected not to be compensated for his service as a director. Beginning in 2024, Mr. Berg will be compensated for his service as a director.

~~Responsiveness to Current Economic Environment~~

In light of market conditions, effective April 1, 2020, the Board approved a temporary 15% reduction in the annual cash retainers and annual equity retainers payable to the non-employee directors pursuant to the Amended Director Compensation Policy. The additional annual cash retainers payable to non-employee directors for their service as committee chairs or lead independent director were not reduced. 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 market conditions at that time. Effective October 23, 2020, the Board approved the elimination of the temporary 15% reductions in the annual cash retainers and annual equity retainers and accordingly reinstated the original amounts due to improved market conditions.

Non-Employee Director Stock Ownership Guidelines

We maintain a non-employee director stock ownership policy that is applicable to all of our eligible non-employee directors. Pursuant to this policy, each non-employee director is encouraged to hold, on and following the later of the fifth anniversary ofof: (i) the closing of our initial public offering (“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. ~~Our IPO closed~~

Outstanding awards of unvested time-based RSUs will count toward a non-employee director’s qualifying shareholdings to the extent the RSUs are not settled in ~~2017. As a result, each of the directors still have additional time to fulfill the ownership levels provided in the policy.~~

~~During 2020, we amended our non-employee director compensation policy to incorporate certain clarifying and administrative changes and such that (i) a~~cash. A non-employee director who is not compensated for his or her services as non-employee director pursuant to the ~~Amended~~ Director Compensation Policy or any other plan, policy or agreement then in effect is not subject to the guidelines set forth in our director stock ownership policy.

As of December 31, 2023, each of our non-employee directors was in compliance with these ownership guidelines except for Ms. Ricciardello, who has additional time to fulfill the ownership levels provided in the policy ~~and (ii) outstanding awards of unvested time-based RSUs granted to~~because she has not served as a non-employee director for a period of five years. The stock ownership guidelines have historically not applied to Mr. Berg since he did not receive compensation for his services as a non-employee director. However, because Mr. Berg will ~~count toward such~~begin receiving compensation for his services as a director in 2024, he will become subject

22 |ir.propetroservices.com

TABLE OF CONTENTS

Corporate Governance and Board Matters

to the stock ownership guidelines in 2024 and will have five years thereafter to accumulate holdings in order to comply with the ownership guidelines. A description of each non-employee director’s ~~qualifying shareholdings to the extent the RSUs are not settled in cash.~~

~~Stockholder Rights Plan~~

On April 10, 2020, the Board adopted a short-term stockholder rights plan (the “Rights Plan”). The Rights Plan provides for the issuance of one right for each outstanding share of our common stock held by stockholders of record on April 24, 2020. In general, the rights will become exercisable only if a person or group acquires beneficial ownership of ~~10% (or 20%~~the Company’s common stock is included in the ~~case~~section entitled “Security Ownership of ~~certain passive investors) or more~~Certain Beneficial Owners and Management.”

PROPETRO 2024 Proxy Statement| 23

TABLE OF CONTENTS

Executive Officers

Our executive officers serve at the direction of our ~~outstanding common stock or announces~~Board. All of our executive officers and certain other key officers are listed in the following table, and certain information concerning those officers, except for Mr. Sledge, who is a ~~tender or exchange offer that would result in such ownership.~~member of the Board, follows the table.

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

(1)

Ms. Davila is a key officer but does not serve as an executive officer of the Company.

See “Corporate Governance and Board Matters—Nominees” for biographical information for Mr. Sledge.

		DAVID S. SCHORLEMER			David S. Schorlemer began serving as a Special Advisor to the Chief Financial Officer on October 12, 2020 until his appointment as Chief Financial Officer on October 23, 2020. Mr. Schorlemer has two decades of experience in senior level positions in public and private companies. He most recently served as Executive Vice President, Chief Financial Officer, Treasurer and Secretary of Basic Energy Services, Inc., a Fort Worth, Texas based oilfield services company, from September 2018 until joining the Company. Prior to that, he served as the Chief Financial Officer of Gulf Island Fabrication, Inc. from January 2017 to August 2018. His work history also includes serving as Chief Financial Officer for three oilfield services companies: GR Energy Services Management, LP from January 2016 to December 2016, Stallion Oilfield Holdings, Inc., September 2004 to December 2015 and Q Services, Inc. from July 1997 until its merger with Key Energy Services, Inc. in July 2002. He also held the role of vice president, marketing and strategic planning for Key Energy Services, Inc. from July 2002 to September 2004. Prior to entering the energy services industry, Mr. Schorlemer was a technology consultant and project manager with Accenture’s Technology Practice where he worked on various domestic and international projects with Fortune 500 Companies in industries including: telecommunications, transportation, automotive and manufacturing and oil and gas. Mr. Schorlemer earned his Bachelor of Business Administration degree in finance from The University of Texas, and his Master of Business Administration from Texas A&M University.
		AGE 57 CHIEF FINANCIAL OFFICER since October 2020

24 |ir.propetroservices.com

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Overview~~

EXECUTIVE COMPENSATION HIGHLIGHTS

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~~Named Executive ~~Officers”)~~Officers during the last completed fiscal year.

Named Executive Officers for ~~2020~~2023

For the year ended December 31, ~~2020,~~2023, our Named Executive Officers consisted of the following:

~~Phillip A. Gobe(1)~~

[MISSING IMAGE: ph_davidsschorlemermd-4c.jpg]

[MISSING IMAGE: ph_shelbyfietzmd-4c.jpg]

[MISSING IMAGE: ph_johnjmitchellmd-4c.jpg]

Samuel D.
Sledge

Adam
Muñoz

David S.
Schorlemer

Shelby K. Fietz

John J. “Jody”
Mitchel

Chief Executive Officer

~~Dale Redman(2)~~

~~Former~~President and Chief ~~Executive~~Operating Officer

~~Darin G. Holderness(3)~~

~~Former Chief Financial Officer~~

~~David S. Schorlemer(4)~~

Chief Financial Officer

~~Jeffrey D. Smith(5)~~

~~Former Chief Administrative Officer~~

~~David Sledge(6)~~

~~Former Chief Operating Officer~~

~~Adam Muñoz(7)~~

Chief ~~Operating~~Commercial Officer

~~Newton W. “Trey” Wilson III~~

General Counsel and Corporate Secretary

~~(1)~~
2023 Company Performance

	$1.63 Billion			$86 Million
	Total Revenue			Net Income

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

~~Mr. Gobe~~Strong Financial Performance and Continued Strategic Execution

2022 was ~~appointed as Chief~~a transitional year for the Company. Our 2022 business plan focused on making capital investments to support the Company’s implementation of next generation Tier IV DGB and electric fleet equipment designed to increase the Company’s competitiveness and earning power.

Following the Company’s investments in 2022, the Compensation Committee’s approach for 2023 was designed to align with the Company’s ongoing strategy to effectively implement its transformed, next generation fleet and continue to optimize its operations, an approach that supports the Company’s commitment to sustainability. In consideration of the Company’s ongoing transitional strategy and with a strong market outlook for 2023, the Compensation Committee designed the 2023 performance metrics for the Amended and Restated ProPetro Holding Corp. Executive ~~Officer, effective as~~Incentive Bonus Plan (the “Annual Bonus Plan”) to incentivize the achievement of ~~March 13, 2020. He has served as our principal executive officer throughout 2020 (initially~~improved financial and operating results that were expected to be achieved from the Company’s recent investments, strategic priorities and operational improvement initiatives. The Committee retained the core financial metrics of Adjusted EBITDA and free cash flow (“FCF”) and set robust goals to incentivize a focus on improving the Company’s financial performance in what was expected to be a strong market cycle. During the course of 2023, the market for the Company’s services did not meet the expectations used to set the Company’s Annual Bonus Plan goals. As a result, the Company adjusted its public financial guidance to address these changed circumstances but despite the macro challenges faced by the Company and the associated adjustments in public guidance, the Compensation Committee elected not to change the goals established in the ~~position of Executive Chairman).~~

~~(2)~~

~~Mr. Redman resigned as Chief Executive Officer and~~2023 Annual Bonus Plan. As a member of the Board on March 13, 2020. Mr. Redman ceased serving as our principal executive officer on October 3, 2019 when Mr. Gobe was appointed as Executive Chairman and principal executive officer.

~~(3)~~

Following his service as Interim Chief Financial Officer, Mr. Holderness was appointed to serve as Chief Financial Officer as of April 10, 2020 until his appointment as Special Advisor to the Chief Financial Officer on October 23, 2020, a position he held until his resignation effective October 30, 2020.

~~(4)~~

~~Mr. Schorlemer was appointed as Special Advisor to the Chief Financial Officer, effective October 12, 2020 until his appointment as Chief Financial Officer as of October 23, 2020.~~

~~(5)~~

~~Mr. 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.~~

~~(6)~~

~~Mr. Sledge resigned as Chief Operating Officer, effective as of December 31, 2020.~~

~~(7)~~

Mr. Muñoz was appointed to serve as Senior Vice President of Operations as of March 13, 2020 until December 31, 2020 when he was promoted and appointed to serve as Chief Operating Officer, effective as of January 1, 2021.

~~Executive Officer Transitions~~

As described in more detail in the footnotes to the table above, 2020 was a year of significant transition in the executive roles at the Company. While the context of every departure and shift to a new role is unique, in each case, the Company’s careful succession planning and thoughtful recruiting paid dividends, ensuring that each transition was smooth andresult, the Company’s performance ~~remained strong. For example,~~under the 2023 Annual Bonus Plan with respect to Adjusted EBITDA was below target and our performance with respect to Free Cash Flow was below threshold. However, our actual Adjusted EBITDA and FCF performance was substantially improved from 2022. The definitions of Adjusted EBITDA and FCF and other details regarding the use of these and other metrics in the Annual Bonus Plan can be found in Section III under the discussion of Annual Cash Incentive Awards in the description of Performance Measures and Payout Results beginning on page 36 below.

PROPETRO 2024 Proxy Statement| 29

TABLE OF CONTENTS

Executive Compensation

To recognize the ongoing importance of advancing the Company’s approach to sustainability and ESG, which is aligned with the Company’s core strategy and fleet transition approach, the Committee refined the Company’s Sustainability and ESG objectives to align with the Company’s operational, human capital development and stakeholder engagement strategy and to increase the specificity of such goals.

Guiding Principles

Reward executives for exceptional performance and hold them accountable for poor performance in a manner that adheres to our values

Align executive interests with those of our stockholders by making a substantial portion of compensation performance-based and “at risk”

Provide the necessary flexibility to respond to varying market conditions and changing circumstances with a structure that ensures accountability in our cyclical and volatile business

Remain competitive in our industry in order to attract, retain and motivate the talent that is necessary to achieve our financial and strategic goals

Be internally consistent and equitable

Performance-Based Compensation Philosophy

Making a substantial portion of our Named Executive Officers’ compensation “at risk” and performance-based ensures that their interests are strongly aligned with those of our stockholders and, as a result, is one of the guiding principles of our executive compensation philosophy.

CEO(1)

Other NEOs Average(1)(2)

(1)

RSU and performance share unit (“PSU”) figures reflect the aggregate grant date fair value of the RSU and PSU awards granted in 2023, calculated in accordance with FASB ASC Topic 718. Annual Incentive Bonus figures represent the 2023 target award opportunity under our Annual Bonus Plan.

(2)

Our long-term incentive program is designed to grant 50% RSUs and 50% PSUs on an annual basis. The grant date fair value of these awards calculated in accordance with FASB ASC Topic 718, which is what is reported above, can differ substantially from the method used by the Compensation Committee to evaluate value at the time of grant. Much like our Chief Executive Officer’s compensation, the percentage of compensation for our Named Executive Officers comprised of PSUs far exceeds the percentage of compensation comprised of RSUs for all of our Named Executive Officers except for Mr. Fietz when calculated in accordance with FASB ASC Topic 718. The average compensation composition was as follows for the non-CEO Named Executive Officers other than Mr. Fietz: Base Salary 20%; Annual Incentive Bonus 18%; PSUs 37%; RSUs 25%. Mr. Fietz received a substantial grant of RSUs in connection with his promotion, which resulted in the increased percentage of compensation comprised of RSUs reported above. We do not have a practice of granting a greater number or value of RSUs than PSUs as part of our normal annual grant practices.

30 |ir.propetroservices.com

TABLE OF CONTENTS

Executive Compensation

Compensation Policies and Practices

The following features of our executive compensation program promote sound compensation governance and are designed in the best interests of our stockholders and executives.

	What We Do			What We Don’t Do
	At least 50% of Long Term Incentive Awards are performance-based for Named Executive Officers Use a mix of absolute and relative financial performance metrics (including relative total shareholder return (“TSR”)) in our incentive plans to avoid duplication of incentives across short- and long-term programs Use ESG / sustainability metrics in our Annual Bonus Plan Claw-back Policy Independent compensation consultant Independent Compensation Committee reviews and approves the compensation of our Named Executive Officers Annual Say-on-Pay vote Annual Compensation Committee assessment of compensation practices to eliminate any excessive risk Significant stock ownership requirements			Single-trigger change in control payments Tax gross-ups on severance or equity compensation Repricing of stock options Backdating of stock options Employment agreements with executive officers Derivative or hedging transactions or pledging of our securities by directors and executive officers

Say-on-Pay Advisory Vote

At the Company’s 2023 annual meeting, the stockholders of the Company were asked to approve, on an advisory basis, the compensation of the Named Executive Officers. Advisory votes in favor of our executive compensation program were cast by over 76% of the shares of common stock of the Company represented at the meeting (in person or by proxy) and entitled to vote.

Historically Strong Say-on-Pay Support

PROPETRO 2024 Proxy Statement| 31

TABLE OF CONTENTS

Executive Compensation

The Compensation Committee strives to ensure that our executive compensation program aligns with the interests of our stockholders and adheres to our pay-for-performance philosophy. Historically, our executive compensation program has received very strong stockholder support (averaging over 97% approval in the three years prior to 2023). We were disappointed with the 76% stockholder support for our 2023 Say-on-Pay vote. In connection with and following the ~~departure~~2023 Annual Meeting of Stockholders, the Compensation Committee sought to better understand the views of our ~~former Chief Executive Officer~~stockholders and address their concerns.

Stockholder Engagement in ~~March~~2023

We believe that discussions with a broad range of ~~2020,~~ our ~~Executive Chairman, who has~~stockholders help ensure that the Board and our management team understand our stockholders’ priorities and can work to address those priorities effectively. Accordingly, the Board and our management team undertook an extensive ~~experience~~stockholder engagement effort in 2023, with a specific focus on reviewing our ~~industry~~strategy and ~~who was already serving as~~value proposition and getting feedback on the Company’s corporate governance structure, including our ~~principle~~ executive ~~officer, was able~~compensation program, approach to ~~seamlessly assume~~human capital management and sustainability matters. As part of our stockholder outreach, we engaged with stockholders representing 90% of our total shares outstanding. The stockholders with whom we interacted in 2023 represent holdings both large and small. Meetings with our stockholders occurred both before and following our 2023 Annual Meeting of Stockholders, though most occurred following the ~~role~~meeting. The chair of ~~Chief Executive Officer.~~our Compensation Committee participated in meetings with stockholders representing 49% of our total shares outstanding. Our ~~current~~Board, Compensation Committee and management team take our stockholders’ concerns seriously and are committed to listening and incorporating changes to our compensation program when warranted. We asked for and received meaningful stockholder feedback on specific elements of our executive compensation program. The stockholders we spoke with almost universally indicated that they were supportive of our executive compensation program but would prefer not to see the Company accelerate the vesting of equity awards in the event of a retirement (or other voluntary departure) by our executives ~~form a cohesive team and have worked exceptionally well together, showing exceptional leadership through a singularly difficult year for the global economy~~in future years. The Compensation Committee took this feedback and the ~~oil~~results of the “Say-on-Pay” vote in account when evaluating the compensation of the Named Executive Officers in 2023 but did not make any material changes to our compensation program as a result since the decrease in support for our “Say-on-Pay” vote in 2023 appears to be almost entirely the result of a specific 2022 action and ~~gas industry, in particular. Our current executives are focused on strengthening~~not as a result of the ~~Company’s culture~~structure of ~~compliance and continuing to improve the Company’s sustainability and environmental stewardship efforts. We believe the changes made during 2020 will strengthen management continuity going forward.~~our ongoing annual compensation program. We have ~~used this year of change as an opportunity to:~~continued, and plan to continue, engaging in ongoing stockholder outreach regarding corporate governance generally, including executive compensation programs.

32 |ir.propetroservices.com

TABLE OF CONTENTS

Executive Compensation

•

~~create new efficiencies, for example, the consolidation of the roles of Vice President of Operations and Chief Operating Officer;~~

•

~~enrich the Company’s depth of experience in public company finance and technology, through the hiring of Mr. Schorlemer; and~~

•

~~benefit from the new ideas and fresh perspectives that each of our officers have brought to their new role.~~

~~Compensation Philosophy and Objectives~~

II. WHAT GUIDES OUR PROGRAM

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. 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~~while allowing for measurement of and accountability for strategic goals in varying market conditions. We believe this structure effectively aligns the interests of our executives with the interests of our stockholders.

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.

~~Objectives~~

Philosophy and Guiding Principles of Our Compensation Program

Our compensation program is ~~based on~~guided by the following ~~objectives:~~principles:

	1			Reward for Exceptional Performance and Accountability for Poor Performance			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. Our Named Executive Officers must work to achieve these goals in a manner that is consistent with our values and policies. We tie 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 claw-back compensation if necessary. We also retain the flexibility to structure the performance measures to respond to the changing needs of the business through varying market cycles. See “Annual Cash Incentive Awards” and “Long Term Incentive Awards” below.

	2			Align Interests of Executives and Stockholders			Compensation for our Named Executive Officers should align their interests with those of our stockholders. 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 RSUs and performance-based RSUs. As performance goals are met, not met, or exceeded, executives are rewarded commensurately. 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 stockholders.

	3			Flexibility to Respond to Changing Circumstances			We are in a cyclical and volatile business. As a result, our Compensation Committee feels it is important to have a flexible compensation program that is responsive to unforeseen circumstances that arise during the year. To meet this objective, the Compensation Committee retains discretion to increase or decrease the bonuses paid to each Named Executive Officer pursuant to our Annual Bonus Plan from the amount that would be indicated by the pre-established performance metrics if circumstances so warrant.

	4			Industry Competitive			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. We stay 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.

	5			Internally Consistent and Equitable			Executive compensation should be internally consistent and equitable. We consider 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. 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 than our general employee population because they are typically in a position to have a more direct impact on the achievement of our performance goals.

~~Reward for Exceptional Performance and Accountability for Poor Performance. Our Named~~

PROPETRO 2024 Proxy Statement| 33

TABLE OF CONTENTS

Executive Officers should be rewarded for exceptional performance and held accountable for poor performance with respect to our annual and longer-term strategic goals. Our Named Executive Officers must work to achieve these goals in a manner that is consistent with our values and policies. 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. See “Annual Cash Incentive Awards” and “Long Term Equity Incentives” below.

~~Align Interests of Executives and Shareholders~~. Compensation for our Named Executive Officers should align their interests with those of our shareholders. 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. As performance goals are met, not met or exceeded, executives are rewarded commensurately. 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.

~~Flexibility to Respond to Changing Circumstances~~. We are in a cyclical and volatile business. As a result, our Compensation Committee feels it is important to have a flexible compensation program that is responsive to unforeseen circumstances that arise during the year. To meet this objective, the Compensation Committee retains discretion to increase or decrease the bonuses paid to each Named Executive Officer pursuant to our annual bonus plan from the amount that would be indicated by the pre-established performance metrics if circumstances so warrant.

~~Industry Competitive~~. 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. 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.

~~Internally Consistent and Equitable~~. Executive compensation should be internally consistent and equitable. 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. 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.

How We Make Compensation Decisions

~~The Role of the Compensation Committee~~THE ROLE OF THE COMPENSATION COMMITTEE

Our Compensation Committee is comprised of independent, non-employee members of the Board. The 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. ~~The~~Our 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~~is also involved in ~~our industry. An important element~~all executive succession planning. Details of the Compensation Committee’s ~~decision making is the review of compensation data produced by~~authority and responsibilities are specified in its independent compensation consultant, including direct data from our peer group and other proprietary data developed by our independent compensation consultant. The Compensation Committee also considers information provided by our executive officers in designing and implementing our executive compensation program. 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.

~~The Role of Executive Officers in Compensation Decisions~~

charter, which may be accessed at https://ir.propetroservices.com/compensation-committee-charter. In determining the compensation of our Named Executive Officers, the Compensation Committee ~~considers~~ considers:

•

the information and advice provided by its compensation consultant,

•

our corporate goals,

•

historic and projected performance,

•

the current economic and commodities environment,

•

individual performance, experience, and responsibilities of each of our Named Executive Officers,

•

the results of the “Say-on-Pay” vote and feedback received from stockholders through our outreach and engagement efforts, and

•

other relevant factors.

THE ROLE OF EXECUTIVE OFFICERS IN COMPENSATION DECISIONS

With respect to the compensation of the Named Executive Officers other than our ~~principal executive officer,~~Chief Executive Officer, the Compensation Committee ~~also~~ considers the recommendations of our Chief Executive Officer. Additionally ~~in light of~~and taking into consideration our Named Executive Officers’ integral role in establishing and executing the Company’s overall operational and financial objectives, the Compensation Committee requests that our Chief Executive Officer provide the initial recommendations on the appropriate goals for the performance metrics used under our ~~Amended~~ Annual Bonus Plan and may choose to accept or modify these recommendations in its sole discretion. 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. All Named Executive Officers are excluded from any decisions or discussions regarding their individual compensation.

~~The Role of the Independent Compensation Consultant~~THE ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

~~Meridian~~Pearl Meyer served as the Compensation Committee’s independent compensation consultant until November 2020, when the Compensation Committee engaged Pearl Meyer to replace Meridian as its independent compensation consultant following an extensive evaluation by the Compensation Committee of several independent compensation consultants.in 2023. The compensation consultant 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. For example, our compensation consultant regularly updates the Compensation Committee on regulatory changes impacting executive compensation, proxy advisor policies, and compensation-related risks. In addition, they provide the Compensation Committee with relevant data, including market and peer-company compensation and performance surveys and information and advice regarding trends and developments in executive and director compensation practices in our industry. This information assists the Compensation Committee in making executive and director compensation decisions based on market pay levels and best practices.

Our compensation consultant reports directly and exclusively to the Compensation Committee and does not provide any other services to management, the Company, or its affiliates. While the Compensation Committee generally reviews and considers information and recommendations provided by the compensation consultant, they do not make compensation-related decisions for the Compensation Committee or otherwise with respect to the Company. The Compensation Committee has the discretion to allow our compensation consultant to work directly with management in preparing or reviewing materials for the Compensation Committee’s consideration. During ~~2020,~~2023, 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 ~~either Meridian or~~ Pearl Meyer and that ~~Meridian and~~ Pearl Meyer ~~were both~~was independent from management. Other than ~~Meridian and~~ Pearl Meyer, no other compensation consultants provided services to the Compensation Committee during ~~2020.~~2023.

~~2020 Say-on-Pay Advisory Vote~~

34 |ir.propetroservices.com

~~At the Company’s 2020 annual meeting, the stockholders of the Company were asked to approve, on an advisory basis, the compensation of the Named~~

TABLE OF CONTENTS

Executive Officers. Advisory votes in favor of our executive compensation program were cast by over 98% of the shares of common stock of the Company represented at the meeting, online or by proxy, and entitled to vote. The Compensation Committee took the results of the “Say-on-Pay” vote in account when evaluating the compensation of the Named Executive Officers in 2020. We have continued, and plan to continue, engaging in ongoing shareholder outreach regarding corporate governance generally, including executive compensation programs.

Use of Peer Compensation Data

The Company competes with business entities across multiple industries for top executive-level talent. To this end, the Compensation Committee evaluates, on an annual basis, industry-specific and general market compensation practices and trends to ensure that our program and Named Executive Officer pay opportunities remain appropriately competitive. As part of its evaluation, ~~of the Company’s executive compensation practices,~~ the Compensation Committee ~~asked Meridian~~works with its independent consultant 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. The same peer group was also used as the relative TSR peer group for the PSUs granted in 2020.

~~Meridian and the Compensation Committee determined~~validate that as a result of the Company’s substantial growth since the establishment of its prior compensation peer group in 2018, changes to the Company’s compensation peer group were necessary in order to keep pay levels and pay practices aligned with the compensation paid at Companies with which we now compete for executive talent. In early 2020, the Compensation Committee revised the Company’s peer group to ensure the companies included ~~were~~in its peer group are as comparable as possible to the Company in terms of operations, revenue, market capitalization, and geographic location. ~~As a result,~~

The 2023 peer group was determined by the Compensation Committee based on an in-depth review from its independent compensation consultant. This review included an assessment of potential comparators to evaluate the degree to which the current peers have kept pace with the Company’s growth and evolution, as well as an examination of the broader marketplace. Following such review and with input and support from the Company’s management, Pearl Meyer recommended, and the Compensation Committee agreed, that no modifications were necessary and that the 2023 peer group ~~for purposes of aiding in~~should remain the ~~evaluation of 2020~~same as the 2022 peer group. In setting 2023 target compensation levels ~~and~~for the Named Executive Officers, as well as evaluating TSR performance for the PSUs granted in ~~2020 (the “2020~~2023, the Company used the 2023 peer group detailed below (such companies, the “2023 Peer Group”) ~~was comprised of the following companies:~~:

	~~Apergy~~ • Archrock, Inc. • ChampionX Corporation~~(1)~~			• Helmerich & Payne, Inc.		~~Oil States International, Inc.~~	~~U.S. Silica Holdings. Inc.~~
	~~Calfrac Well Services Ltd.~~			• Liberty Oilfield Services Inc.	• Nabors Industries Ltd.	~~Patterson-UTI Energy, Inc.~~		• NexTier Oilfield Solutions Inc.
• Nine Energy Services Inc.	~~Covia Holdings Corporation~~	• Oil States International, Inc.	• Patterson-UTI Energy, Inc.	~~Nabors Industries Ltd.~~		~~Precision Drilling Corporation~~		• Precision Drilling Corporation
• RPC, Inc.	~~Ensign~~ • Select Energy Services, Inc.		• U.S. Silica Holdings. Inc	~~NexTier Oilfield Solutions Inc.~~		~~RPC, Inc.~~

~~(1)~~

~~On June 3, 2020 Apergy Corporation merged with ChampionX Holdings and changed its name to ChampionX Corporation.~~

In ~~2020,~~2023, the comparative compensation data reviewed by the Compensation Committee was created by Pearl Meyer based on data from a blend of the 2023 Peer Group and survey data collected by Pearl Meyer from companies in the energy industry with corporate revenues of approximately $1 billion (the “Peer Data”). Data from both sources was used to provide the best mix of authorities for competitive positions and to help smooth volatility of changes in the peer group. The Compensation Committee generally ~~targeted~~targets total compensation for each of our Named Executive Officers and directors, as well as each element of compensation, at or about the 50th50th percentile ~~for similarly situated individuals in~~of the ~~2020~~ Peer ~~Group.~~Data. However, the Compensation Committee also ~~considered~~considers many other factors when establishing compensation levels, including but not limited to, internal pay equity at the Company, each executive’s experience and responsibility, succession planning, and recruiting and retention concerns.

As a result, the compensation of our Named Executive Officers and directors may be ~~slightly~~ higher or lower than the 50th50th percentile of the ~~2020~~2023 Peer ~~Group.~~Group or the Peer Data.

III. ELEMENTS OF COMPENSATION AND 2023 DECISIONS IN DETAIL

~~Elements of Compensation~~

As shown below, a significant portion of the target compensation for our ~~Chief~~Named Executive ~~Officer is~~Officers in 2023 was performance-based and an even larger portion is variable or “at risk,” meaning that it can be forfeited, and its value is dependent upon factors such as our stock price or company performance.

PROPETRO 2024 Proxy Statement| 35

TABLE OF CONTENTS

Executive Compensation

Element

Purpose

Changes for 2023

◄ FIXED ►

Short-Term

BASE
SALARY

•

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

•

Increases as needed to reflect new position appointments or misalignment with market

◄ AT RISK ►

ANNUAL
CASH
INCENTIVE
BONUS

•

To motivate and reward the achievement of our annual individual and operational performance goals

•

70% was based on the achievement of quantitative performance goals and 30% was based upon a qualitative analysis of individual and operational performance for the fiscal year

•

Further aligned bonus targets, including Sustainability and ESG performance, with the execution of the Company’s strategic transitional investments

Long-
Term

LONG-TERM
INCENTIVE
AWARDS

•

To ensure retention and drive performance, while aligning the interests of our Named Executive Officers with those of our stockholders

•

Generally, 50% RSUs that vest equally on each of the first three anniversaries of grant, and 50% PSUs that vest, if earned, following the completion of a three-year performance period, in each case subject to continued employment

•

No material changes

Base Salary

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. The Compensation Committee monitors and adjusts salaries for our Named Executive Officers over time as necessary to remain competitive with market rates for similarly situated officers at ~~similarly sized public~~our peer companies and to reflect changes in each Named Executive Officer’s role, duties and responsibilities. All salary adjustments implemented during 2020 are included in the table below and were approved by the Compensation Committee in early 2020, prior to the onset of the COVID-19 pandemic and after reviewing market data from Meridian. Each increase

	Base Salary as of
Name	December 2022 ($)		December 2023 ($)
Samuel D. Sledge(1)		700,000		800,000
David S. Schorlemer(1)		477,000		515,000
Adam Muñoz(1)		550,000		572,000
Shelby Fietz(2)		n/a		495,000
John J. Mitchell(3)		n/a		387,000

(1)

Increases in base salary ~~was in response to a change in role~~ for ~~the Named Executive Officer~~Messrs. Sledge, Schorlemer and Muñoz were to ensure their compensation ~~was commensurate~~remained competitive with individuals in similar positions at members of the ~~additional duties and responsibilities of their new role.~~2023 Peer Group.

December 2019
Base Salary

December 2020
Base Salary

Phillip A. Gobe(1)
$ 450,000 $ 800,000
Dale Redman(2)
$ 700,000 N/A
Darin G. Holderness(3)
$ 500,000 N/A
David S. Schorlemer(4)
N/A $ 450,000
Jeffrey D. Smith(5)
$ 425,000 $ 425,000
David Sledge $ 425,000 $ 425,000
Adam Muñoz(6)
$ 375,000 $ 425,000
Newton W. “Trey” Wilson III $ 400,000 $ 400,000

(2)

~~(1)~~

~~As of December 31, 2019~~ Mr. ~~Gobe served as our Executive Chairman. Mr. Gobe~~Fietz was appointed as ~~our~~ Chief Commercial Officer on November 26, 2023 and did not serve as a Named Executive Officer ~~on March 13, 2020 and~~in 2022. As a result, his base salary for 2022 is not reflected above. Mr. Fietz’s base salary was increased from $345,000 to $495,000 in connection with ~~that appointment.~~his promotion to reflect the added responsibilities of his new role.

~~(2)~~
(3)

Mr. ~~Redman’s employment with us terminated on March 13, 2020.~~

~~(3)~~

~~Mr. Holderness’s employment with us terminated on October 30, 2020.~~

~~(4)~~

~~Mr. Schorlemer~~Mitchell was appointed as ~~Chief Financial Officer~~General Counsel and Corporate Secretary on ~~October 23, 2020.~~

~~(5)~~

~~As of December 31, 2019, Mr. Smith served~~January 1, 2023 and did not serve as ~~Chief Administrative Officer. Mr. Smith was appointed as Special Advisor to the Chief~~a Named Executive Officer ~~on March 13, 2020.~~

~~(6)~~

in 2022. As of December 31, 2019, Mr. Muñoz served as Director of Business Development and Technical Services. On February 11, 2020 Mr. Muñoz was appointed as Vice President of Frac Services and on March 13, 2020 Mr. Muñoz was appointed to serve as Senior Vice President of Operations, at which timea result, his base salary ~~was increased to $425,000. On December 31, 2020 Mr. Muñoz was appointed to serve as Chief Operating Officer, effective as of January 1, 2021.~~for 2022 is not reflected above. His base salary for 2023 reflects his experience, position, and responsibility level in his new role.

Our Named Executive Officers each volunteered for temporary reductions in base salary as a result of the market conditions in 2020. On April 2, 2020, the Compensation Committee approved the following temporary reductions to base salaries for our Named Executive Officers, effective April 13, 2020:

•

~~20% salary reduction for Mr. Gobe;~~

•

~~15% salary reduction for Messrs. Holderness, David Sledge and Wilson; and~~

•

~~10% salary reduction for Messrs. Smith and Muñoz.~~

~~Effective October 23, 2020, the Compensation Committee approved the elimination of the temporary executive salary reductions for our Named Executive Officers due to improved market conditions.~~

Annual Cash Incentive Awards

~~Amended Annual Bonus Plan~~

On February 11, 2020, the Board approved the Amended and Restated ProPetro Holding Corp. Executive Incentive Bonus Plan (the “Amended Annual Bonus Plan”), which amends and restates the ProPetro Holding Corp. Senior Executive Incentive Plan (the “Annual Bonus Plan”).

The Amended Annual Bonus Plan was approved to reflect changes made to the Code pursuant to federal tax legislation enacted by Congress in 2017. In addition, the Amended Annual Bonus Plan makes the following changes to the Annual Bonus Plan: (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.

~~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.~~our Named Executive Officers. 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.~~Committee.

~~Target Award Opportunities~~TARGET AWARD OPPORTUNITIES

In February ~~2020,~~2023, the Compensation Committee established the following target bonuses under the ~~Amended~~ Annual Bonus Plan for each of ~~Messrs. Gobe, Redman, Holderness, Smith, Sledge and Wilson of 100%, 110%, 75%, 65%, 100%, and 75% of base salary, respectively. In connection with his appointment as Special Adviser to~~ the Chief Executive Officer, Mr. Smith entered into the Smith Letter Agreement (as defined below), which provided that he would no longer participate in the Amended Annual Bonus Plan. The Smith Letter Agreement did not foreclose the opportunity for the Compensation Committee to award Mr. Smith a discretionary bonus if they determined such a bonus was appropriate in the future. The target bonus for 2020 for Mr. Muñoz was established at 100% of base salary when he was promoted to Senior Vice President of Operations in the March of 2020. In connection with Mr. Schorlemer’s appointment as Chief Financial Officer he was promised the opportunity to earn an annual cash bonus with a target value for 2020 equal to 80% of his base salary (prorated for 2020 based on the portion of 2020 that he is employed by the Company). In sum, final target bonus opportunities for each Named Executive ~~Officer for 2020 were as follows:~~Officers:

36 |ir.propetroservices.com

TABLE OF CONTENTS

Executive Compensation

	Name	~~Final 2020~~2023 Target Bonus Award Opportunity (% of base salary)
~~Phillip A. Gobe~~	Samuel D. Sledge(1)			~~100~~105%
~~Dale Redman~~			~~110~~%
~~Darin G. Holderness~~			75%
~~David S. Schorlemer(1)~~			80%
~~Jeffrey D. Smith~~			~~N/A~~
~~David Sledge~~			~~100~~%
Adam Muñoz			100%
~~Newton W. “Trey” Wilson III~~	David S. Schorlemer(1)			90%
	Shelby Fietz(1)			90%
	John J. Mitchell			75%

(1)

~~(1)~~

The target bonuses for Messrs. Sledge, Schorlemer and Fietz were increased from 2022 targets of 100%, 80% and 60% to 2023 targets of 105%, 90% and 90%, respectively, to better align with market and to reflect Mr. ~~Schorlemer’s 2020 bonus was pro-rated based on the portion of 2020 that he was employed with the Company.~~Fietz’s promotion.

Target bonus levels for each executive were established by the Compensation Committee after reviewing peer group data and ~~where peer data was not available or appropriate, compensation data found in Equilar General Industry Survey. The Compensation Committee also considered~~considering each Named Executive Officer’s responsibility and experience.

~~Performance Measures and Payout Results~~PERFORMANCE MEASURES AND PAYOUT RESULTS

Each year, the Compensation Committee establishes performance metrics and threshold, target, and maximum goals for each such metric. Potential payouts under the ~~Amended~~ Annual Bonus Plan depend on the actual performance level for each metric established by the Committee, as outlined below.

Performance Level	Payout (as a % of Target Bonus)
Threshold		50%
Target		100%
Maximum		200%

If performance falls between the specified performance levels, payments are generally determined via straight-line interpolation. If performance falls below the threshold performance level, no payments will be awarded. The ~~Amended~~ Annual Bonus Plan provides the 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.

Under the ~~2020~~2023 Annual Bonus Plan, as in prior years, the Compensation Committee selected a mix of quantitative and qualitative performance metrics to incentivize achievement of specific pre-established financial and safety metrics, while enabling the Compensation Committee the ability to encourage performance with respect to areas that are important to the growth and success of the Company but are harder to measure. While the Compensation Committee values qualitative metrics as a tool, it felt that the vast majority of the annual ~~incentive program, 80%~~bonus should be calculated based on quantitative metrics, with a significant emphasis on financial metrics. To that end, 70% of each Named Executive Officer’s annual bonus for 2023 was based on the achievement of ~~the~~ quantitative ~~performance goals enumerated in the table below.~~metrics (Adjusted EBITDA, FCF and safety), with 60% of that 70% dedicated to financial performance. The remaining ~~20%~~30% of the annual ~~incentive~~bonus for 2023 was based upon a qualitative analysis of sustainability and ESG initiatives (10%) and individual and operational performance (20%).

The Compensation Committee maintained consistency in the performance metrics because they remain important to the ongoing success of the Company and serve to focus executives on key objectives that position the Company for sustained growth and consistent operational performance. Specifically, the ~~2020 fiscal year.~~Compensation Committee continues to see Adjusted EBITDA and FCF as effective measures of the Company’s financial performance and capital discipline and measures that support the Company’s ability to generate enhanced shareholder returns, while total recordable incident rate (“TRIR”) is an important measure of safety.

In 2022 the Committee adjusted the weighting of the FCF metric, expecting that FCF performance would be significantly impacted in 2022 as a result of the Company’s strategic capital reinvestment program driving a conversion of the Company’s fleets to electric and Tier IV DGB (dual fuel) equipment. This strategic fleet transition was designed to position the Company to provide a more competitive and sustainable service offering for its customers. The most significant capital investments associated with this program were successfully completed in 2022 and the Company now has an updated fleet of next generation Tier IV DGB equipment and a growing fleet of electric equipment, allowing it to maintain a strong competitive position in the market, pursue its sustainability goals and meet customer demand. With the capital reinvestment program complete, in 2023, the Adjusted EBITDA and FCF metrics were rebalanced to increase the weighting of the FCF metric.

PROPETRO 2024 Proxy Statement| 37

TABLE OF CONTENTS

Executive Compensation

27
The qualitative component of the Annual Bonus Plan allows the Committee to assess the Company’s progress towards the achievement of strategic goals, each Named Executive Officer’s specific contribution to the achievement of those strategic goals, and progress towards selected sustainability and ESG goals, which continued to be refined.

	Measure	Weighting		Threshold			Target			Maximum			Actual 2023 Performance			Payout as a Percentage of Target Bonus
QUANTITATIVE MEASURE	Adjusted EBITDA(1)(3)		40%		$	333MM		$	477MM		$	572MM		$	404MM	30%
	FCF(2)(3)		20%		$	126MM		$	181MM		$	217MM		$	94MM	0%
	Safety—TRIR(4)		10%			0.75			0.65			0.50			0.68	8.5%
	Quantitative Total		70%													38.5%
QUALITATIVE MEASURE	ESG(5)		10%													15%
	Individual and Operational Performance(6)		20%													34.1 − 39.5%
	Qualitative Total		30%													49.1 – 54.5%
	Overall Total		100%													87.6 – 93%

(1)

Measure Weighting Threshold Target Maximum
Actual 2020
Performance

Payout as a
Percentage
of Target
Bonus(1)

Quantitative Measures
Adjusted EBITDA per
Share(2)
60% $ 3.01 $ 3.69 $ 4.11 $ 1.40 0%
Safety-Total Recordable Incident Rate
(TRIR)
20% 1.1 0.9 0.75 0.49 40%
Quantitative Total 80% 40%
Qualitative Measure(3)
Individual and Operational Performance 20% 34 – 40%
Discretionary Increase(4)
0 – 26%
Overall Total 100% 74 – 106%

~~(1)~~

~~These amounts have been rounded to the nearest whole number.~~

~~(2)~~

We define EBITDA as earnings before (i) interest expense, (ii) income taxes, and (iii) depreciation and amortization. We define Adjusted EBITDA as EBITDA, plus (i) loss/(gain) on disposal of assets, (ii) loss/(gain) on extinguishment of debt, (iii) ~~stock based~~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. For a more detailed definition of the non-GAAP financial measure of Adjusted EBITDA and reconciliation of Adjusted EBITDA to our most directly comparable financial measures calculated in accordance with GAAP, please read “How We Evaluation Our Operations” in our Form 10-K filed for the year ended December 31, 2023.

~~(3)~~
(2)

We define FCF as Adjusted EBITDA less Total Capital Expenditures, which are defined as costs incurred in connection with the growth and maintenance of our asset base. For a more detailed definition of Total Capital Expenditures please see Note 11—Reportable Segment Information in the Notes to Consolidated Financial Statements to our Form 10-K filed for the year ended December 31, 2023.

(3)

The Compensation Committee may provide for the manner in which actual performance and the performance goal(s) with regard to these metrics will reflect the impact of specified events or occurrences during the year, which may mean including or excluding the impact of one or more events or occurrences, as specified by the Compensation Committee, for the year.

(4)

TRIR stands for Total Recordable Incident Rate and is a measurement of workplace safety calculated as follows: (total number of recordable incidents amongst covered personnel in the applicable period (here, 2023) multiplied by 200,000) divided by the total man hours worked by covered personnel in the applicable period. TRIR is a commonly accepted and utilized metric for both workplace safety regulation and for making safety performance comparisons amongst companies. The Company uses an annual TRIR metric in our compensation program to reflect aggregate safety performance across the year being reviewed.

(5)

We define ESG as Environmental, Social, and Governance. For 2023, the Compensation Committee established the following ESG goals: (i) publish the Company’s inaugural Sustainability Report in the third quarter of 2023; (ii) achieve reduced greenhouse gas (“GHG”) emissions through Tier IV DGB fleet equipment diesel displacement performance, measured over the last three quarters of 2023 as follows: threshold: 6.1% CO2e emissions reduction; target: 8.9% CO2e emissions reduction; maximum: 11.7% CO2e emissions reduction; and (iii) complete a company-wide employee engagement survey.

38 |ir.propetroservices.com

TABLE OF CONTENTS

Executive Compensation

(6)

The corporate strategic goals for 2023 were focused on execution on goals to advance the Company’s strategic priorities of (i) optimizing and industrializing operations; (ii) pursuing a more capital light asset profile and next generation fleet; (iii) implement and integrate innovative technologies, (iv) pursuing opportunistic strategic acquisitions; and (v) maintaining a strong balance sheet.

After considering the Company’s performance with respect to all three ESG goals, in the aggregate, the Compensation Committee determined that the Company had performed above expectations with respect to the ESG metric, awarding a 15% payout percentage for this metric. In the Compensation Committee’s judgment, the Company exceeded its goals for the breadth of the initial report and the robust data and qualitative disclosures included in the report. The Committee noted that the report was issued before the Company’s third quarter earnings release and was well received during the Company’s fall investor engagement meetings.

The Compensation Committee established a GHG reduction goal focused on the Company’s operational performance in diesel displacement utilizing its strategically important Tier IV DGB (dual fuel) fleet equipment. This equipment is designed to displace diesel with lower-emission, more cost effective natural gas, and, when operated effectively, allows the Company to provide a more competitive service offering while lowering the GHG and particulate emissions associated with its operations. In reviewing the Company’s accomplishments in connection with this goal, the Committee credited the Company’s success, noting that the Company displaced almost 19.5 million gallons of diesel over the measurement period, resulting in an 8.1% reduction in CO2e emissions for operations with this equipment. In assessing performance on this metric, the Committee recognized that the Company exhibited strong overall performance with a significant improvement from 2022 and consistent advancement over the measurement period with the best performance in the fourth quarter and a high-water mark in December to close the year. The Committee also considered the impact of several unanticipated challenges that it determined were outside the Company’s control related to customer fuel-type choices and equipment performance limitations in high ambient summer temperatures, as well as positive feedback from Company’s customers regarding its performance.

Lastly, the Compensation Committee recognized successful execution of an initial Company-wide employee engagement survey, which resulted in key actions to improve job training and overall work environment.

In connection with these achievements, the Compensation Committee certified one hundred fifty percent (150%) achievement of the Company’s 2023 ESG goals.

The Committee determined that 2023 was a year of notable achievements towards the Company’s strategic operational performance objectives during what remains a transitional period for the Company. In particular, the Company saw significant improvement in its financial results and continued progress in the execution of its strategic priorities. During 2023, the Company achieved revenue of $1.6 billion and net income of $86 million, each representing significant improvements over 2022 results. The Company also deployed its first two FORCESM electric fleets, demonstrated improvement in the performance of its next generation Tier IV DGB hydraulic fracturing equipment, instituted a share repurchase plan that resulted in 5.8 million shares being repurchased and retired, representing approximately 5% of the shares outstanding when the program commenced, realized results from its internal optimization program, which supported the improved financial performance, completed the integration of Silvertip Completion Services (“Silvertip”), and closed an acquisition of Par Five Energy Services (“Par Five”), a cementing services company. These results were achieved despite a challenging macro market for the Company’s services with customers remaining disciplined and demand trending downwards in the second half of the year. The Compensation Committee determined that performance exceeded the ~~payout percentage~~target level for ~~all eligible~~each Named Executive ~~Officers other than~~Officer. Mr. ~~Wilson~~Sledge was ~~34%~~credited with leadership in driving the improvement in the Company’s performance in 2023 when compared to 2022, the successful Silvertip integration and the ~~payout percentage~~Company’s progress in its fleet transition strategy; Messrs. Muñoz and Schorlemer were recognized for ~~Mr. Wilson was 40%.~~

~~(4)~~

~~The Compensation Committee exercised its discretion to increase Mr. Wilson’s annual bonus payment an additional 26% of his target bonus over~~ the ~~maximum payout percentage calculated pursuant to the pre-established metrics.~~

~~The Compensation Committee selected these performance metrics because they are important to the ongoing~~continued success of the ~~Company~~Company’s internal optimization program, which supported the Company’s significant increase in FCF. Messrs. Fietz, Mitchell and Muñoz were ~~intended~~credited for the successful commercial negotiations and operational deployment related to ~~drive short-term business performance~~the Company’s first two FORCESM electric fleets. Mr. Mitchell and Mr. Schorlemer were recognized for their leadership in executing the Par Five acquisition. The Committee also noted the leadership provided by ~~focusing executives on key objectives that position~~Mr. Schorlemer in establishing the ~~Company for sustained growth. Specifically, Adjusted EBITDA per~~Company’s share ~~is a measure of our financial performance~~repurchase plan and ~~capital structure, and TRIR is an important measure of safety. The Qualitative component~~Mr. Mitchell in the development of the ~~Amended Annual Bonus Plan allows~~Company’s sustainability report and its corporate office relocation.

As a result of its assessment of performance, the Compensation Committee certified a range of attainment of one hundred seventy and one-half percent (170.5%) to ~~assess performance across a variety of~~one hundred ninety-five percent (195%) achievement for the individual and operational performance ~~factors.~~metric.

~~Overall, the~~

PROPETRO 2024 Proxy Statement| 39

TABLE OF CONTENTS

Executive Compensation Committee felt that the Company’s operational performance for 2020 was strong, particularly given the extraordinary challenges presented by depressed oil and gas prices, a global pandemic, several executive position transitions, and the need to successfully remediate material weaknesses in the Company’s financial controls and become current with SEC filings. Our Named Executive Officers have shown exceptional leadership throughout this difficult time, not allowing any of these obstacles to detract from achieving positive financial outcomes. The Compensation Committee made particular note of the following when setting the qualitative measure for our 2020 annual incentive program:

•

~~Successful executive position transitions;~~

•

~~The Company becoming current with its SEC filings;~~

•

~~The successful remediation of material weaknesses in the Company’s financial controls;~~

•

~~Successful implementation of cost-reduction strategies; and~~

•

~~Positive EBITDA in every quarter in 2020.~~

As a result, the Compensation Committee ~~made the determination to make~~approved the following payments under the ~~Amended~~ Annual Bonus Plan:

Name	2023 Target Bonus Award Opportunity as a Percentage of Base Salary		Value of 2023 Target Bonus Award Opportunity ($)		Actual Payout as a Percentage of Target Bonus		Value of Actual 2023 Annual Bonus ($)(1)
Samuel D. Sledge		105%		840,000		87.6%		735,800
David S. Schorlemer		90%		463,500		87.6%		406,200
Adam Muñoz		100%		572,000		87.6%		501,100
Shelby Fietz(2)		90%		445,500		93%		414,500
John J. Mitchell		75%		290,250		93%		270,000

(1)

Final 2020 Target
Bonus Award
Opportunity as a
Percentage of
Base Salary

Value of Final
2020 Target
Bonus Award
Opportunity

Actual Payout as
a Percentage of
Target Bonus

Value of Actual
2020 Annual
Bonus

Phillip A. Gobe 100% $ 800,000 74% $ 595,925
David S. Schorlemer(1)
80% $ 79,200 74% $ 59,348
Adam Muñoz 100% $ 425,000 74% $ 316,585
Newton W. “Trey” Wilson III(2)
75% $ 300,000 106% $ 319,102
Bonus amounts were rounded up or down to the nearest hundred dollars.

(2)

The target bonus for Mr. Fietz for 2023 was adjusted in connection with his promotion, and his Base Salary and target bonus as of December 31, 2023 were utilized for determining his award under the 2023 Annual Bonus Plan.

~~(1)~~

~~Mr. Schorlemer’s 2020 target bonus value and actual bonus payment were pro-rated based on the portion of 2020 that he was employed with the Company.~~

~~(2)~~

~~The Compensation Committee used its discretion to increase Mr. Wilson’s bonus payment above the maximum payable pursuant to the pre-established metrics. His payout percentage was 80%~~

For the executives in the table above, other than Mr. Wilson, the payout percentage for the individual and operational performance metric was 34%, resulting in a total payout of 74% of each executive’s target bonus. The amount awarded to Mr. Wilson was slightly in excess (by $79,102) of the maximum bonus resulting from the payout percentages based on actual performance under the pre-established metrics (i.e., a payout percentage of 40% for the operational performance metric and 80% of target bonus overall). The Committee determined that such additional amount was appropriate in recognition of the additional time and leadership required to implement the remediation and improvement plan initiated in 2019 and to address related legal matters.

The Compensation Committee also elected to pay annual cash bonuses to Messrs. Holderness, Smith and Sledge in the following amounts: $279,340, $158,293, and $316,585. The bonus paid to Mr. Sledge was required pursuant to the terms of the Sledge Separation Agreement, though the amount was discretionary and was calculated by applying a 74% payout percentage to his 2020 target annual bonus opportunity, without pro-ration. Payments to Messrs. Holderness, who resigned during 2020, and Smith were awarded on a discretionary basis for exemplary work during the year. The bonus paid to Mr. Holderness was also calculated by applying a 74% payout percentage to his 2020 target annual bonus opportunity, without pro-ration.

Long Term Incentive Awards

~~Adoption of 2020 LTIP~~AWARDS GRANTED IN 2023

On October 22, 2020 our stockholders approved the ProPetro Holding Corp. 2020 Long Term Incentive Plan (the “2020 LTIP”). Prior to such date the Company maintained the ProPetro Holding Corp. 2017 Incentive Award Plan (the “2017 LTIP”), under which all equity awards were granted to our Named Executive Officers during 2020. No further awards were granted under the 2017 LTIP following approval of the 2020 LTIP. Going forward, all future awards will be granted under the 2020 LTIP, pursuant to which 4,650,000 shares of our common stock are authorized for issuance, subject to applicable share recycling and adjustment provisions.

~~2020 Long Term Incentive Awards~~

In 2020, 40% 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 60% in the form of performance stock units (“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.

~~This~~Our 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~~stockholders by providing an opportunity for increased share holdings. Both ~~PSUs~~RSUs and ~~RSUs~~PSUs may be settled in shares of our common stock or in the cash equivalent of the same.

In 2023, 50% of the value of each Named Executive Officer’s long term incentive awards were granted pursuant to the ProPetro Holding Corp. 2020 Long Term Incentive Plan (the “2020 LTIP”) in the form of RSUs that vest in three substantially equal annual installments commencing on the first anniversary of the grant date. The other 50% was granted 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.

The PSUs granted in ~~2020~~2023 vest based on the Company’s TSR as compared to the TSR of ~~a designated peer group of companies. For purposes of~~ the ~~2020 PSU awards, recipients~~2023 Peer Group. After careful review, the Compensation Committee chose to use the same 2023 Peer Group to set 2023 target compensation levels for our Named Executive Officers and evaluate TSR performance for the PSUs granted in 2023. Recipients of PSUs may earn between 0% and 200% of the target number of shares granted, as indicated in the following table. If performance falls between the specified performance levels, payouts will be determined via straight-line interpolation. If performance falls below the threshold performance level, no payouts will be awarded. ~~Irrespective of the payout indicated by the table below, if~~If the Company’s TSR is below zero on an absolute basis for the performance period, the number of PSUs earned shall be reduced in accordance with the table below. For PSU awards granted in 2021, if the Company’s TSR was below zero, the awards would not ~~be greater than~~vest in excess of the target number of PSUs ~~granted (i.e.,~~granted. As illustrated in the ~~payout shall not~~table below, beginning in 2022, the Compensation Committee modified the approach for the PSU awards to provide the potential for an over target award if TSR is negative. The Committee’s goal was to ensure the Named Executive Officers will continue to be ~~greater than 100%).~~strongly motivated to outperform the Company’s peers, even in a negative TSR environment, while retaining a meaningful reduction in the number of PSUs settled if absolute TSR was negative for the performance period so that the Named Executive Officers’ continue to be motivated to achieve a positive absolute TSR.

Company’s Percentile Rank in Peer Group
Payout (as a % of Target
Number of PSUs Granted)

Payout (as a % of Target
Number of PSUs Granted)
if TSR is Below Zero

Below 25th Percentile 0% 0%
25th Percentile 50% 50%
50th Percentile 100% 100%
75th Percentile 175% 100%
90th Percentile and Above 200% 100%

		Payout (as a % of Target Number of PSUs Granted)		Payout (as a % of Target Number of PSUs Granted) if TSR is Below Zero
Company’s Percentile Rank in Peer Group	≥ 90th Percentile		200%		175%
	75th Percentile		175%		150%
	50th Percentile		100%		90%
	25th Percentile		50%		40%
	< 25th Percentile		0%		0%

The performance period for the ~~2020~~2023 PSU awards commenced on January 1, ~~2020~~2023 and ends on December 31, ~~2022. The 2020~~2025.

40 |ir.propetroservices.com

TABLE OF CONTENTS

Executive Compensation

If a peer company is acquired by another peer company during the performance period, the acquirer will remain in the peer group ~~is comprised of~~but the ~~same companies used~~acquired company will be excluded from the peer group entirely. If a peer company files for bankruptcy during the performance period, it will remain in the ~~2020 Peer Group.~~

peer group but will be ranked last. Should a peer company cease to exist as a separate ~~publicly-traded~~publicly traded company for any other reason 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~~be excluded from the peer group ~~and any peer company that is acquired ranked based on the stock price at which it was acquired.~~entirely.

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 promotion or hire date following the Compensation Committee’s review of peer compensation data and consideration of each Named Executive Officer’s position and associated responsibilities. In ~~2020,~~2023, the Compensation Committee granted the RSUs and PSUs included in the table below to our Named Executive Officers. Except as specified below, all awards were granted in February of 2023.

Name	Number of RSUs Granted in 2023		Value of RSUs Granted in 2023(1) ($)		Target Number of PSUs Granted in 2023		Value of PSUs Granted in 2023(1) ($)
Samuel D. Sledge		174,358		1,699,991		174,358		2,510,755
David S. Schorlemer		61,538		599,996		61,538		886,147
Adam Muñoz		87,179		849,995		87,179		1,255,378
Shelby Fietz(2)		354,536		3,297,018		10,615		152,856
John J. Mitchell		34,564		336,999		34,564		497,722

Name
Number
of RSUs
Granted
in 2020

Value of
RSUs
Granted in
2020(4)

Target
Number
of PSUs
Granted
in 2020

Value of
PSUs
Granted in
2020(4)

Phillip A. Gobe 275,839 $ 1,279,995 413,758 $ 2,528,726
Dale Redman(1)
83,594 $ 799,995 125,391 $ 1,680,239
Darin G. Holderness(2)
41,797 $ 399,997 62,695 $ 840,113
David S. Schorlemer 27,210 $ 119,996 40,816 $ 267,753
Jeffrey D. Smith 31,347 $ 299,991 47,021 $ 630,081
David Sledge(3)
37,617 $ 359,995 56,426 $ 756,108
Adam Muñoz 46,914 $ 263,547 70,372 $ 531,764
Newton W. “Trey” Wilson III 22,988 $ 219,995 34,482 $ 462,059

(1)

~~Mr. Redman forfeited all RSUs and PSUs granted to him in 2020 upon his resignation on March 13, 2020.~~

~~(2)~~

In connection with his resignation effective October 30, 2020, Mr. Holderness’s remaining unvested RSUs were accelerated to fully vest while, his PSUs were accelerated to vest from a service standpoint but remain subject to all applicable performance conditions and will vest, if at all, at the end of the performance period based on actual Company performance.

~~(3)~~

In connection with his resignation effective December 31, 2020, the vesting of 12,539 of Mr. Sledge’s RSUs granted in 2020 was accelerated. The remainder of the RSUs and PSUs that were granted to Mr. Sledge in 2020 were forfeited.

~~(4)~~

Amounts in these columns reflect the aggregate grant date fair value of the RSU and PSU awards granted in ~~2020~~2023 under the ~~2017~~2020 LTIP, calculated in accordance with FASB ASC Topic 718.

~~As part of~~ Because the ~~compensation package that the Compensation Committee negotiated to recruit Mr. Schorlemer, the Company promised to grant him awards under the 2020 LTIP with a~~ grant date fair value is calculated differently for time-based and performance-based awards under FASB ASC Topic 718, the value of ~~at least $900,000 in 2021. Details regarding~~ the ~~actual~~ awards reported is different even though the number of RSUs and PSUs granted to each ~~of our~~ Named Executive ~~Officers~~Officer is the same. The number of awards granted by the Compensation Committee and the Board in 2023 were calculated based on the closing price on the date of grant, which is the standard practice, rather than the accounting grant date fair value.

(2)

Mr. Fietz was granted 10,615 RSUs and 10,615 PSUs during the annual grant cycle in February of 2023. He was also granted 30,769 RSUs as a special retention award in February of 2023. The retention RSUs Mr. Fietz received vest 33.33% on May 31, 2024 and 66.67% on May 31, 2025. This targeted award was granted before Mr. Fietz was promoted and was intended to recognize Mr. Fietz’s vital role in the Company’s leadership, strong contributions to the Company’s business development and supply chain functions, and to provide Mr. Fietz with a strong incentive to remain with the Company for several years. Mr. Fietz also received a grant of 313,152 RSUs in connection with his promotion to Chief Commercial Officer in November of 2023, which vest ratably over three years, consistent with the Company’s normal RSU vesting schedule. The number of RSUs awarded to Mr. Fietz in connection with his promotion and the determination that this award should consist of RSUs instead of a combination of RSUs and PSUs were made after reviewing (i) a market analysis by Pearl Meyer for awards made in connection with comparable commercial roles, (ii) the value of his unique skill set and relationships with the Company’s customers, and (iii) the competitiveness in our local market for similar executives. The special retention award and the award in connection with Mr. Fietz’s promotion were non-routine. Mr. Fietz’s annual equity grant for 2024 was substantially smaller than his aggregate grants in 2023 and consisted 50% of RSUs and 50% of PSUs. The Compensation Committee does not anticipate granting any special retention or other non-routine equity awards to named executive officers in 2024.

AWARDS SETTLED FOLLOWING THE END OF 2023

Much like the PSUs granted in 2023, the PSUs granted in 2021 ~~will be discussed in our 2021 proxy statement, in~~vested based on performance over a three-year performance period. In accordance with ~~applicable SEC rules.~~the compensation philosophy and designs adopted by the Compensation Committee, the PSUs granted in 2021 resulted in an award of zero shares. Our philosophy is that these long-term incentive awards should drive strong alignment between our stockholders and executives and pay for positive performance. For this assessment period, performance was below expectations and the PSUs yielded a result reflective of this performance.

PROPETRO 2024 Proxy Statement| 41

TABLE OF CONTENTS

Executive Compensation

Employee Benefits, Perquisites, and Special Payments

~~Health/Welfare Plans~~HEALTH/WELFARE PLANS

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: medical, dental and vision ~~benefits;~~benefits, medical and dependent care flexible spending ~~accounts;~~accounts, short-term and long-term disability ~~insurance;~~insurance, and group life insurance.

~~Retirement Plans~~RETIREMENT PLANS

We currently maintain a 401(k) retirement savings plan for our employees who satisfy certain eligibility requirements. Our Named Executive Officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of the ~~employee~~employee’s contributions, and we may make certain discretionary ~~profit sharing~~profit-sharing contributions. Both the matching contributions and the ~~profit sharing~~profit-sharing contributions vest ~~in equal installments over four years of service, with accelerated vesting on retirement, death or disability.~~immediately. We believe that offering a vehicle for tax-deferred retirement savings through our 401(k) plan and making matching contributions and ~~profit sharing~~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. We do not maintain any defined benefit pension plans or deferred compensation plans.

~~Retention Bonuses~~

In 2020, Mr. Wilson received a $25,000 retention bonus, consistent with the terms of the Wilson Employment Agreement (as defined below). While the Company’s legal obligations pursuant to the Wilson Employment Agreement were canceled by Mr. Wilson’s entry into a participation agreement under the Amended Executive Severance Plan, the Compensation Committee elected to honor the payment of the retention bonus. Mr. Wilson is a key member of our executive team and payment of the retention bonus served to ensure he would continue to provide services to the Company. Mr. Schorlemer has extensive public company experience and his recruitment was one of the Company’s most important hiring actions during 2020. In connection with his recruitment, Mr. Schorlemer was also promised a retention bonus in the amount of $75,000, payable on the first anniversary of his employment with the Company.

~~Perquisites~~PERQUISITES

Messrs. ~~Redman, Smith,~~ Sledge, Muñoz, Schorlemer, Fietz and ~~Wilson~~Mitchell each participated in a vehicle allowance program during ~~2020.~~2023. In ~~addition, in 2020 we provided each of Messrs. Gobe, Holderness and Schorlemer with a Company vehicle for their use while in Midland, Texas. In 2020~~2023, the Company also provided other limited perquisites to its Named Executive Officers, including club memberships and ~~dues.~~

~~In order~~dues, and also permitted Mr. Sledge’s and Mr. Fietz’s spouses, respectively, to ~~incentivize Mr. Schorlemer, who was a key hire during 2020,~~accompany them on certain business trips via Company chartered aircraft that resulted in no incremental cost to ~~accept~~ the position as our Chief Financial Officer and relocate to Midland, Texas, we paid him a $125,000 relocation bonus and promised to pay for all costs associated with his relocation, including a tax gross-up on the portions of those expenses that Mr. Schorlemer recognizes as income. The portion of such relocation costs accrued through December 31, 2020 is reflected in the Summary Compensation Table below. See “Executive Compensation — Summary Compensation Table” for additional information. Relocation costs accrued in 2021 and any tax gross-up on those expenses will be reflected in the Summary Compensation Table for 2021, in accordance with applicable SEC rules. Total relocation costs and the associated gross-up payments for Mr. Schorlemer are not expected to exceed $300,000.

Company. The Compensation Committee reviews the perquisites we provide to our Named Executive Officers periodically, including in ~~2020,~~2023, 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.

IV. OTHER COMPENSATION PRACTICES, POLICIES AND GUIDELINES

~~Other New Plans, Agreements and Arrangements~~

Executive Severance Plan

~~On March 13, 2020, the~~The Board adopted the Second Amended and Restated ProPetro Services, Inc. Executive Severance Plan and subsequently (the “Executive Severance Plan”)~~. The~~ because they and 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. Each of our Named Executive Officers is a participant in the Executive Severance Plan. We believe the Executive Severance Plan serves to maintain the focus of our senior executives and ensure that their attention, efforts and commitment are aligned with maximizing the success of the Company and stockholder value. Further, providing market severance benefits is an important element of compensation that allows us to attract and retain talented executives, ensuring continuity of management, stability of the Company, and efficient execution of our business goals.

The amounts of the severance and benefits established for each “Tier” under the Executive Severance Plan were selected after the Compensation Committee received advice from ~~Meridian~~its independent compensation consultant at the time of adoption regarding the types and amounts of severance that are market among the Company’s peers. The Compensation Committee also considered its members’ ~~considerable~~ample experience in the industry when making this determination. The ~~“Tier”~~Tier level assigned to each participant in the plan was determined based on each participant’s position and responsibility.

~~On April 10, 2020,~~ No changes were made to the ~~Board adopted~~Tier levels for the ~~ProPetro Services, Inc. Amended~~Named Executive Officers in 2022, except that Messrs. Fietz and ~~Restated~~Mitchell both became Tier 2 participants in connection with their promotions in 2023. Mr. Fietz had previously been designated as a Tier 3 participant in the Severance plan. The Tier levels for each of the Named Executive ~~Severance Plan (the “Amended Executive Severance Plan”), which amends~~Officers and the terms of 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 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.

On October 23, 2020, the Board adopted the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan (the “Second Amended Executive Severance Plan”), which amends the Amended Executive Severance Plan such that (i) equity awards granted under the 2017 LTIP will continue to be governed by the terms of the 2017 LTIP and equity awards granted under the 2020 LTIP will be governed by the

~~terms of the 2020 LTIP, (ii) certain defined terms~~ are incorporated by reference to the 2020 LTIP rather than the 2017 LTIP and (iii) participants in the Second Amended Executive Incentive Plan are required to comply with certain obligations, including restrictive covenants, as set forth in the award agreements under both the 2017 LTIP and the 2020 LTIP, as applicable.

Each of Messrs. Gobe, Holderness, Schorlemer, Muñoz and Wilson were participants in the Amended Executive Severance Plan during 2020 as were certain other executives of the Company who are not Named Executive Officers. The participation agreements for each of Messrs. 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. The Second Amended Executive Severance Plan is described in detail below in the section entitled “Potential Payments upon Termination and Change of ~~Control — Second Amended~~ Control―Executive Severance Plan.”

~~Letter Agreement~~

42 |ir.propetroservices.com

TABLE OF CONTENTS

Executive Compensation

Employee Compensation Claw-Back Policy

Effective October 11, 2023, we adopted the ProPetro Holding Corp. Incentive-Based Compensation Recovery (Clawback) Policy (the “Clawback Policy”). The Clawback Policy is intended to comply with ~~Jeffrey D. Smith~~

~~On March 13, 2020, Mr. 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~~requirements of Section 10D of the ~~Company. Effective as~~Exchange Act and Section 303A.14 of ~~March 13, 2020,~~ the NYSE Listing Company ~~and Mr. Smith entered into a letter agreement (the “2020 Smith Letter Agreement”) memorializing the terms of his role and related matters. Pursuant to~~Manual. Under the terms of the 2020 Smith Letter Agreement, Mr. Smith will continue to receive an annualized base salary of $425,000 but the Compensation Committee does not anticipate Mr. Smith receiving any future awards under the 2017 LTIP in his new role. Mr. Smith will no longer be eligible to receive an annual cash bonus under the Amended Annual Bonus Plan, including for the 2020 fiscal year. In addition, the 2020 Smith Letter Agreement terminated the employment agreement by and between Mr. 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.

In addition, the 2020 Smith Letter Agreement provides Mr. 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. Smith’s equity awards under the 2017 LTIP):

•

an extension of the exercise period applicable to the stock options granted under the Stock Option Plan of ProPetro Holding Corp., which was originally adopted in 2013 and subsequently amended (the “Stock Option Plan”) that are vested and outstanding as of the date of Mr. 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. Smith’s Termination of Employment; and

•

“cashless exercise” of the stock options granted under the both the Stock Option Plan and 2017 LTIP 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. 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.

~~Letter Agreement with David Sledge~~

On April 9, 2020, the Company entered into a letter agreement with David Sledge (the “Sledge Letter Agreement”). The Sledge Letter Agreement describes a reduction in Mr. 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.

The Sledge Letter Agreement also clarifies that, similar to the terms of the Amended Executive Severance Plan, Mr. Sledge’s revised annualized base salary will not be used for purposes of calculating any

severance payment that Mr. Sledge may become eligible to receive pursuant to the terms of the employment agreement by and between the Company and Mr. Sledge, effective April 17, 2013 (the “Sledge Employment Agreement”).

The Sledge Letter Agreement contains Mr. 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. For additional information regarding the Sledge Employment Agreement please see the section below entitled “Executive Compensation — Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table — Employment Agreements with Messrs. Redman, Smith, and Sledge.”

~~Separation Agreement with Dale Redman~~

In connection with his resignation, on March 13, 2020, the Company and Mr. Redman entered into a separation agreement and release (the “Redman Separation Agreement”) pursuant to which, among other things, Mr. Redman (i) acknowledged his resignation from employment with the Company; (ii) agreed 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 Redman Employment Agreement (as defined below) and in the award agreements documenting Mr. Redman’s equity awards under the 2017 LTIP); and (iii) executed a release of claims in favor of the Company. The Company agreed to provide certain very limited separation benefits to Mr. Redman pursuant to the Redman Separation Agreement to which he was not otherwise entitled in order to obtain additional restrictive covenants and a release of claims and to show appreciation for his many years of service to the Company, each of which the Compensation Committee felt were important to the Company. For information regarding the limited separation benefits that Mr. Redman received in connection with his termination of employment pursuant to the Redman Separation Agreement, see the section below entitled “— Potential Payments Upon Termination or Change in Control — Redman Separation Agreement.”

~~Separation Agreement with Darin Holderness~~

Effective as of October 23, 2020, the Company and Mr. Holderness entered into a separation agreement and release (the “Holderness Separation Agreement”) memorializing the terms of his transition from Chief Financial Officer to Special Advisor to the Chief Financial Officer and pursuant to which Mr. Holderness resigned as an employee on October 30, 2020. Pursuant to the terms of the Holderness Separation Agreement, during the time that Mr. Holderness served as the Special Advisor to the Chief Financial Officer, he continued to receive the base salary in place on October 23, 2020 and remained eligible to receive such other benefits for which he was eligible to receive prior to October 23, 2020, including use of a Company-provided vehicle. The Holderness Separation Agreement also included a release of claims in favor of the Company and some limited separation benefits. The Company agreed to provide Mr. Holderness with certain limited separation benefits pursuant to the Holderness Separation Agreement to which he was not otherwise entitled in order to obtain a release of claims and to show appreciation for the work he did in developing and implementing the Company’s remediation plan during 2019 and 2020, each of which the Compensation Committee felt were important to the Company. For information regarding the payments and benefits that Mr. Holderness received in connection with his termination of employment pursuant to the Holderness Separation Agreement, see the section below entitled “— Potential Payments Upon Termination or Change in Control — Holderness Separation Agreement.”

~~Separation Agreement with David Sledge~~

On December 17, 2020, the Company and Mr. Sledge entered into a Separation Agreement and Release (the “Sledge Separation Agreement”) pursuant to which Mr. Sledge ceased to serve as the Chief Operating Officer of the Company, effective December 31, 2020. Pursuant to the Separation Agreement, Mr. Sledge (i) acknowledged his resignation from employment with the Company as of the Separation Date; (ii) agreed to additional restrictive covenants, which in combination with his previously existing restrictive covenant obligations extend Mr. Sledge’s total non-competition and non-solicitation period to five years following the Separation Date; and (iii) executed a release of claims in favor of the Company. The Company

agreed to make certain severance payments and provide certain benefits to Mr. Sledge pursuant to the Sledge Separation Agreement to which he was not otherwise entitled in order to obtain additional restrictive covenants and a release of claims and to show appreciation for his many years of service to the Company, each of which the Compensation Committee felt were important to the Company. For information regarding the payments and benefits that Mr. Sledge received in connection with his termination of employment pursuant to the Holderness Separation Agreement, see the section below entitled “— Potential Payments Upon Termination or Change in Control — Sledge Separation Agreement.”

~~Other Compensation Policies~~

~~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~~Clawback Policy, ~~and Executive Stock Ownership Policy.~~

~~Executive Compensation Claw-Back Policy~~

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~~of a restatement of our financial ~~statements. In addition,~~statements due to material non-compliance with any financial reporting requirement under applicable securities laws, the Compensation Committee shall take reasonably prompt action to cause the Company to recover from any covered executive the amount of any incentive-based compensation granted, earned or vested within the three preceding completed fiscal years, to the extent the value of such compensation was in excess of the amount of incentive compensation that would have been granted, earned, or vested had the financial statements been in compliance with the financial reporting requirements. Each executive officer, including ~~equity awards,~~our Named Executive Officers and former executive officers, are considered “covered executives” for purposes of the Clawback Policy. Incentive-based compensation is not subject to ~~recovery by~~ the ~~Company where~~Clawback Policy if it is received (i) prior to the date a covered executive becomes an executive ~~engages in certain misconduct.~~officer or (ii) prior to October 2, 2023.

Executive Stock Ownership Policy

Under the terms of our Executive Stock Ownership Policy, ~~we have established equity ownership guidelines for~~ our executive officers. 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~~the following multiples of base ~~pay. Messrs. Gobe and Adam Muñoz, along with any~~salary:

Office	Multiple of Base Pay
Chief Executive Officer	■ ■ ■ ■ ■	5x
Chief Financial Officer and Chief Operating Officer	■ ■ ■	3x
All other executive officers	■	1x

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. ~~Each~~As a result, all of ~~Messrs. Sledge and Holderness ceased~~our Named Executive Officers still have additional time in which to ~~be subject to~~comply with these ~~guidelines on the date each ceased to be an executive officer of the Company.~~guidelines. 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%. Unexercised option awards and unvested PSUs are excluded from the calculation.

~~No Tax Gross-Ups~~

With the exception of gross-up payments provided in connection with Mr. Schorlemer’s relocation, 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.

~~Insider Trading Compliance Policy~~Prohibition on Hedging and Pledging

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. 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.

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. 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.

No Tax Gross-Ups

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.

~~Tax Implications~~PROPETRO 2024 Proxy Statement| 43

~~or Change in Control — Redman/Holderness/Sledge 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. The FASB ASC Topic 718 grant date fair value of the PSUs was determined using a Monte Carlo simulation. For information regarding assumptions underlying the valuation of equity awards, see Note 1114 of the Consolidated Financial Statements included in our ~~2020~~2023 Annual Report on Form 10-K. The actual amount realized upon settlement of ~~PSU~~RSU and ~~RSU~~PSU awards will depend upon the market price of the Company’s stock on the settlement date and the Company’s performance (with respect to the PSUs).

(4)

Amounts in this column for 2023 represent the short-term cash incentive awards for performance during the ~~2020~~2023 fiscal year pursuant to the ~~Amended~~ Annual Bonus Plan, determined based on achievement of the applicable performance metrics. See “Compensation Discussion and ~~Analysis —~~ Analysis—Elements of Compensation ~~for the 2020 Fiscal Year —~~ and 2023 Decisions in Detail—Annual Cash Incentive Awards” above for additional informational regarding these awards.

(5)

Amounts in this column are comprised of the payments and benefits enumerated in the table below.

Name
Vehicle
Allowance
Program
($)(a)

Contribution
to
401(k) Plan
($)(b)

Company
Vehicle
Use
($)(c)

Club Dues/
Membership
Fees
($)(d)

Attorney
Fees
($)(e)

Relocation,
Housing
Allowance
&
Travel
Benefits
($)(f)

Tax
Gross-up
($)(g)

2020
Annual
Bonus
Paid
Following
Termination
($)(h)

COBRA
($)(i)

Total
($)

Phillip A. Gobe(j)
— 15,450 — — — — — — — 15,450
Dale Redman(j)
— — — — — — — — 7,795 7,795
Darin G. Holderness — — 10,409 — 5,366 33,478 — 279,340 — 328,593
David S. Schorlemer — — 211 16,787 — 31,671 20,549 — — 69,218
Jeffrey D. Smith 11,400 — — — — — — — — 11,400
David Sledge 11,400 — — — 11,534 — — 316,585 — 339,519
Adam Muñoz 11,400 3,462 — 7,633 — — — — — 22,495
Newton W. “Trey” Wilson III 11,400 13,824 — 3,676 — — — — — 28,900

Name	Vehicle Allowance Program(a) ($)		Contribution to 401(k) Plan(b) ($)		Club Dues/ Membership Fees(c) ($)		Total ($)(d)
Samuel D. Sledge		14,400		22,500		4,514		41,414
Shelby Fietz		14,400		22,500		19,829		56,729
Adam Muñoz		14,400		22,500		15,459		52,359
David S. Schorlemer		14,400		30,000		28,109		72,509
John J. “Jody” Mitchell		14,400		22,500		14,514		51,414

(a)

The amounts in this column reflect the cost of the Company’s vehicle allowance program.

(b)

~~Amounts~~The amounts in this column reflect the Company’s contribution to each Named Executive Officer’s account in the Company’s 401(k) plan.

(c)

Amounts in this column reflect the value of the Company vehicle provided to Messrs. Gobe, Redman, and Schorlemer for their use while in Midland, Texas, which was determined by multiplying the number of miles they each drove the vehicle in 2020 by $0.575, which is the Internal Revenue Service’s mileage reimbursement rate for business travel in 2020.

~~(d)~~

~~Amounts~~The amounts in this column reflect club dues or membership fees paid by the Company.

~~(e)~~

~~Amounts~~

46 |ir.propetroservices.com

TABLE OF CONTENTS

Executive Compensation

(d)

In addition to the amounts included herein, Mr. Sledge’s spouse and Mr. Fietz’s spouse, respectively, accompanied Mr. Sledge and Mr. Fietz on certain business trips via Company chartered aircraft, but such travel resulted in ~~this column reflect attorney’s fees paid on behalf~~no incremental cost to the Company.

(6)

Mr. Mitchell was appointed as the General Counsel of the Company effective January 1, 2023, and Mr. Fietz was appointed as the Chief Commercial Officer of the Company effective November 26, 2023. Because Messrs. Fietz and Mitchell became Named Executive ~~Officer~~Officers in ~~connection with his termination of employment.~~

~~(f)~~

~~For Mr. Holderness, the amount reported~~fiscal year 2023, their compensation is not disclosed for ~~2020 includes reimbursements for travel to~~fiscal years 2022 and from Midland, Texas and payment of his housing expenses in Midland, Texas. For Mr. Schorlemer, this amount includes costs associated with his relocation to Midland, Texas that were incurred in 2020, including travel and accommodation to and from Midland for Mr. Schorlemer and his family to purchase a home and locate a school for his children, travel to and from Waco, Texas to visit his family prior to their relocation to Midland, temporary housing in Midland prior to the purchase of his home, and relocation of the family vehicle to Midland.

~~(g)~~

~~Represents a tax gross-up for amounts reimbursed in connection with the purchase of Mr. Schorlemer’s home in Midland, Texas.~~2021.

PROPETRO 2024 Proxy Statement| 47

TABLE OF CONTENTS

Executive Compensation

GRANTS OF PLAN-BASED AWARDS

Name

Grant Date

Estimated Possible Payouts Under
Non-Equity Incentive Plan
Awards(1)

Estimated Future Payouts Under
Equity Incentive Plan Awards(2)

All Other
Stock
Awards:
Number of
Shares of
Stock(3)
(#)

Grant Date
Fair Value
of Stock
and Option
Awards(4)
($)

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

Samuel D. Sledge

Annual Bonus

―

420,000

840,000

1,680,000

―

Annual RSUs(5)

2/1/2023

―

174,358

1,699,991

PSUs

2/1/2023

―

87,179

174,358

348,716

―

2,510,755

Shelby Fietz

Annual Bonus

―

222,750

445,000

891,000

―

Annual RSUs(5)

2/1/2023

―

10,615

103,496

Retention RSUs(6)

2/1/2023

―

30,769

299,998

Promotion RSUs(7)

11/26/2023

―

313,152

2,893,524

PSUs

2/1/2023

―

5,307

10,615

21,230

―

152,856

Adam Muñoz

Annual Bonus

―

286,000

572,000

1,144,000

―

Annual RSUs(5)

2/1/2023

―

87,179

849,995

PSUs

2/1/2023

―

43,589

87,179

174,358

―

1,255,378

David S. Schorlemer

Annual Bonus

―

231,750

463,500

927,000

―

Annual RSUs(5)

2/1/023

―

61,538

599,996

PSUs

2/1/2023

―

30,769

61,538

123,076

―

886,147

John J. “Jody” Mitchell

Annual Bonus

―

145,125

290,250

580,500

―

Annual RSUs(5)

2/1/2023

―

34,564

336,999

PSUs

2/1/2023

―

17,282

34,564

69,128

―

497,722

~~(h)~~

Annual bonuses for 2020 were paid to Messrs. Holderness and Sledge following their termination of employment. The bonus paid to Mr. Holderness was required by the Sledge Separation Agreement, though the amount was in the discretion of the Compensation Committee. The bonus paid to Mr. Holderness was a discretionary bonus awarded after fiscal year end.

~~(i)~~

This amount reflects the cost of continued health coverage following Mr. Redman’s termination of employment pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), paid pursuant to the Redman Separation Agreement (as defined and described below in “Potential Payments upon Termination or Change in Control — Redman Separation Agreement”)

~~(j)~~

The value of any perquisites or personal benefits has been excluded in accordance with Instruction 4 to Item 402(c)(2)(ix) of Regulation S-K because the total value of all perquisites and personal benefits for the Named Executive Officer for 2020 was less than $10,000.

~~(6)~~

Mr. Redman resigned from his position as Chief Executive Officer on March 13, 2020, and Mr. Gobe was appointed Chief Executive Officer as of such date. Effective as of the same date, Mr. Smith was appointed Senior Advisor to the Chief Executive Officer and ceased to serve as Chief Administrative Officer. Mr. Gobe served as our sole principal financial officer during the entirety of 2020.

~~(7)~~

On April 10, 2020, Mr. Holderness was appointed Chief Financial Officer, removing the previous interim title. On October 23, 2020 Mr. Holderness ceased to serve as Chief Financial Officer and was appointed Special Advisor to the Chief Financial Officer until his resignation from the Company on October 30, 2020.

~~(8)~~

~~On October 23, 2020, Mr. Schorlemer was appointed Chief Financial Officer and ceased to be Special Advisor to the Chief Financial Officer, a position he had held since October 12, 2020.~~

~~Grants of Plan-Based Awards~~

Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards(1)

Estimated Future Payouts Under
Equity Incentive Plan Awards(2)

All Other
Stock
Awards:
Number of
Shares of
Stock

Grant Date Fair Value of
Stock and Option Awards

Name Grant Date
Threshold
($)

Target
($)

Maximum
($)

Threshold
($)

Target
($)

Maximum
($)

(#)(3)

($)(4)

Phillip A. Gobe 400,000 800,000 1,600,000 — — — — —
RSUs 2/11/2020 — — — — — — 41,797 399,997
RSUs 3/13/2020 — — — — — — 234,042 879,998
PSUs 2/11/2020 — — — 31,348 62,695 125,390 — 840,113
PSUs 3/13/2020 — — — 175,532 351,063 702,126 — 1,688,613
Dale Redman(5)
385,000 770,000 1,540,000 — — — — —
RSUs 2/11/2020 — — — — — — 83,594 799,995
PSUs 2/11/2020 — — — 62,696 125,391 250,782 — 1,680,239
Stock Options(6)
3/13/2020 — — — — — — — 679,239
Darin G. Holderness 187,500 375,000 750,000 — — — — —
RSUs 2/11/2020 — — — — — — 41,797 399,997
PSUs 2/11/2020 — — — 31,348 62,695 125,390 — 840,113
RSUs(6)
10/30/2020 — — — — — — — 163,842
PSUs(6)
10/30/2020 — — — — — — — 326,401
David S. Schorlemer 39,600 79,200 158,400 — — — — —
RSUs 10/13/2020 — — — — — — 27,210 119,996
PSUs 10/13/2020 — — — 20,408 40,816 81,632 — 267,753
Jeffrey D. Smith 138,125 276,250 552,500 — — — — —
RSUs 2/11/2020 — — — — — — 31,347 299,991
PSUs 2/11/2020 — — — 23,511 47,021 94,042 — 630,081
David Sledge(5)
212,500 425,000 850,000 — — — — —
RSUs 2/11/2020 — — — — — — 37,617 359,995
PSUs 2/11/2020 — — — 28,213 56,426 112,852 — 756,108
RSUs(6)
12/31/2020 — — — — — — — 221,951
PSUs(6)
12/31/2020 — — — — — — — 308,387
Stock Options(6)
12/31/2020 — — — — — — — 1,400,783
Adam Muñoz 212,500 425,000 850,000 — — — — —
RSUs 2/11/2020 — — — — — — 15,000 143,550
RSUs 3/13/2020 — — — — — — 31,914 119,997
PSUs 2/11/2020 — — — 11,250 22,500 45,000 — 301,500
PSUs 3/13/2020 — — — 23,926 47,872 95,744 — 230,264
Newton W. “Trey” Wilson III 150,000 300,000 600,000 — — — — —
RSUs 2/11/2020 — — — — — — 22,988 219,995
PSUs 2/11/2020 — — — 17,241 34,482 68,964 — 462,059

(1)

Amounts in these columns represent the estimated payouts for annual cash incentive awards under the ~~Amended~~ Annual Bonus Plan for ~~2020~~2023 assuming threshold, target, and maximum performance achievement. For Mr. Schorlemer, these columns represent the pro-rata portion of his annual cash incentive awards for the portion of 2020 during which he was employed by the Company. While Mr. Smith was granted a 2020 annual cash incentive award under the Amended Annual Bonus Plan, pursuant to the terms of the 2020 Smith Letter Agreement, he subsequently forfeited such award. Following the fiscal year end, the Compensation Committee elected to pay Mr. Smith a discretionary cash bonus for 2020 in light of his substantial contributions to the Company in 2020. Messrs. Redman and Holderness forfeited their annual cash incentive awards under the Amended Annual Bonus Plan in connection with their respective terminations of employment on March 13, 2020 and October 30, 2020, respectively, though the Compensation Committee elected to pay Mr. Holderness a discretionary cash bonus for 2020 in light of his substantial contributions to the Company in 2020. The actual amounts paid to our Named Executive Officers for ~~2020~~2023 can be found in the ~~“Bonus” and the “Non‑ Equity~~“Non-Equity Incentive Plan Compensation” ~~columns~~column of the Summary Compensation Table above. See ~~“ —~~ Compensation Discussion and ~~Analysis —~~ Analysis—Elements of Compensation ~~for the 2020 Fiscal Year —~~ and 2023 Decisions in Detail—“Annual Cash Incentive Awards” above for additional information regarding these awards.

(2)

These amounts represent the threshold, target, and maximum number of PSUs granted to the Named Executive Officers during ~~2020.~~2023. 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~~Peer Group during the three-year performance period ending on December 31, ~~2022,~~2025, subject to the Named Executive Officer’s continued employment through such date. The PSUs granted in 2020 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. 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.

(3)

~~Other than as described in Note 5 below, amounts~~Amounts in this column reflect RSUs granted to the Named Executive Officers during ~~2020, 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.~~2023.

(4)

These amounts represent the aggregate grant date fair value of RSUs and PSUs granted in ~~2020~~2023 to the Named Executive Officers, computed in accordance with FASB ASC Topic 718, disregarding estimated forfeitures. The grant date fair value of the PSUs is based on probable outcome with regard to the applicable performance metrics. Additionally, the amounts in this column represent (i) for Messrs. Redman and Sledge, the incremental fair value of the modifications to the stock options previously granted to such Named Executive Officers in connection with their separations on March 13, 2020 and December 31, 2020, respectively, and (ii) for Messrs. Holderness and Sledge, the incremental fair value of the modifications to the RSUs and PSUs previously granted to such Named Executive Officers in connection with their separations on October 30, 2020 and December 31, 2020, respectively, in each case, computed in accordance with FASB ASC Topic 718 as of the applicable modification date. For information regarding assumptions underlying the valuation of equity awards, see Note 1114 of the Consolidated Financial Statements in our ~~2020~~2023 Annual Report on Form 10-K.

(5)

~~Pursuant~~Amounts in these rows reflect annual RSUs granted to the ~~terms~~Named Executive Officers during 2023. One-third of each such grant vests on each of the ~~2017 LTIP,~~first three anniversaries of the applicable date of grant, subject to the Named Executive Officer’s continued employment through each such date.

(6)

This award of RSUs was granted to Mr. ~~Redman forfeited all~~Fietz as an additional retention mechanism in 2023. One-third of ~~his unvested~~such grant vests on May 31, 2024, and two-thirds of such grant vests on May 31, 2025, subject to Mr. Fietz’s continued employment through each such date.

(7)

This award of RSUs ~~and PSUs~~was granted to Mr. Fietz in connection with his March 13, 2020 separation, as described below in “— Outstanding Equity Awards for Fiscal Year Ended December 31, 2020” and “— Potential Payments Upon Termination or Change in Control — Redman Separation Agreement.” Similarly, Mr. Sledge forfeited 25,078promotion to Chief Commercial Officer of the ~~RSUs and all~~Company on November 26, 2023. One-third of such grant vests on each of the ~~PSUs granted to him in 2020 pursuant to the terms~~first three anniversaries of the ~~Sledge Separation Agreement. See “— Potential Payments Upon Termination or Change in Control — Sledge Separation Agreement.”~~

~~(6)~~

~~The terms~~date of these awards were amended in connection with Messrs. Redman’s, Holderness’s and Sledge’s separations on March 13, 2020, October 30, 2020 and December 31, 2020, respectively, and such amendments resulted in an accounting modification for each of these awards under FASB ASC Topic 718. The amounts in the column entitled “Grant Date Fair Value of Stock and Option Awards” represent the incremental fair value of the modification ofgrant, subject to Mr. Fietz’s continued employment through each such ~~award as computed in accordance with FASB ASC Topic 718. For a description of the amendments to these awards, see~~date.

48 |ir.propetroservices.com

TABLE OF CONTENTS

Executive Compensation

NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

“— Potential Payments Upon Termination or Change in Control — Redman Separation Agreement,” “— Potential Payments Upon Termination or Change in Control — Holderness Separation Agreement,” and “— Potential Payments Upon Termination or Change in Control — Sledge Separation Agreement.”

~~Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table~~

~~The Company historically had a practice of maintaining employment agreements and letters with its executives. Following the adoption of the Amended~~ Executive Severance Plan none of the Named Executive Officers other than Mr. Sledge had an employment agreement with the Company. Mr. Sledge’s employment with the Company terminated on December 31, 2020. As a result, none

None of the Named Executive Officers is currently a party to an employment agreement or letter agreement with ~~us, except for Mr. Smith. The information below summarizes the 2020 Smith Letter Agreement as well as the employment agreements and arrangements as~~us. Instead, they ~~existed prior to each Named Executive’s termination of employment or cancelation of the applicable employment agreement by way of letter agreement or participation agreement.~~

~~Employment Agreements with Messrs. Redman, Smith and Sledge~~

Prior to Mr. Redman’s March 13, 2020 resignation, entry into the 2020 Smith Letter Agreement with Mr. Smith, and Mr. Sledge’s December 31, 2020 resignation, we were party to employment agreements with each of Messrs. Redman, Smith, and Sledge. The 2020 Smith Letter Agreement terminated the Smith Employment Agreement, effective as of March 13, 2020, except that the restrictive covenantsparticipate in the Smith Employment Agreement will continue in full force and effect. The employment agreements provided for an initial two-year term with an automatic renewal for successive one year terms unless either party gave notice of non-extension to the other no later than 90 days prior to the expiration of the then-applicable term.

~~The employment agreements provided for initial base salaries of $250,000 for each of Messrs. Redman, Smith, and Sledge.~~

The employment agreements also provided that such Named Executive Officers would 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. Pursuant to the terms of the employment agreements, the Board had the discretion to determine the amount of the annual bonuses payable based on achievement of such performance goals.

Pursuant to the employment agreements with Messrs. Redman, Smith, and Sledge, upon termination of employment by the Company without Cause or by the Named Executive Officer for Good Reason, each Named Executive Officer was eligible to receive certain severance payments and benefits. Each Named Executive Officer was required to execute a release of claims in favor of the Company in order to receive his severance benefits. The agreements also contained noncompetition covenants that apply through one year following termination of employment and non-solicitation covenants that apply through three years following termination of employment.

~~Employment Agreement with Mr. Wilson~~

On September 25, 2019, the Company entered into an employment agreement with Mr. Wilson appointing him as General Counsel and Corporate Secretary, effective September 30, 2019 (the “Wilson Employment Agreement”). The Wilson Employment Agreement provided 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.

The Wilson Employment Agreement provided 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. Wilson’s base salary under the Amended Annual 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.

Pursuant to the Wilson Employment Agreement, upon termination of employment by the Company without Cause or by Mr. Wilson for Good Reason, Mr. Wilson was eligible to receive certain severance payments and benefits. Mr. Wilson would have been required to execute a release of claims in favor of the Company in order to receive his severance benefits. The Wilson Employment Agreement also contained noncompetition and non-solicitation covenants that applied through one year following termination of employment. The Wilson Employment Agreement was canceled, with the exception of certain restrictive covenants thereunder, as a result of his entry into a participation agreement under the Amended Executive Severance Plan.

~~Letter Agreements with Messrs. Redman and Smith~~

In connection with Mr. Redman’s removal as principal executive officer, the Company entered into a letter agreement with Mr. Redman effective October 3, 2019 (the “Redman Letter Agreement”). The Redman Letter Agreement describes Mr. Redman’s responsibilities, outlines the reporting relationship of each of the Company’s executive officers and includes Mr. Redman’s acknowledgment of and consent to these changes. The Redman Letter Agreement also confirms that Mr. Redman’s base salary and annual cash bonus opportunity under the Amended Annual Bonus Plan will remain unchanged and subject to Board discretion, and that his annual equity awards under the 2017 LTIP will continue to be determined by the Compensation Committee in its sole discretion. The Redman Letter Agreement does not amend or supersede the employment agreement by and between the Company and Mr. Redman, effective April 17, 2013 (the “Redman Employment Agreement”), and confirms that the Redman Employment Agreement shall remain in full effect.

On October 3, 2019, the Company entered into a letter agreement with Mr. Smith memorializing the terms of his revised role as Chief Administrative Officer (the “Smith Letter Agreement”). The Smith Letter Agreement describes Mr. 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 Amended Annual 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 2017 LTIP as determined by the Compensation Committee of the Board in its sole discretion. The Smith Letter Agreement contains Mr. 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. The Smith Letter Agreement was superseded by the 2020 Smith Letter Agreement, which is described in more detail in the section entitled “— Compensation Discussion and Analysis — Letter Agreement with Jeffrey D. Smith,” above.

~~Letter Agreements with Messrs. Gobe and Holderness~~

On October 3, 2019, the Company entered into a letter agreement with Mr. Gobe memorializing the terms of his role as Executive Chairman (the “Gobe Letter Agreement”). Pursuant to the Gobe Letter Agreement, Mr. Gobe was entitled to receive an annualized base salary of $450,000 and was eligible (i) to receive an annual cash bonus with a target value of 60% of his base salary under the Amended Annual Bonus Plan (prorated for 2019 based on months of service as Executive Chairman) and (ii) in 2020, to receive an equity award under the 2017 LTIP with a grant date target value of approximately $637,500.

On October 3, 2019, the Company also entered into a letter agreement with Mr. Holderness memorializing the terms of his role as Interim Chief Financial Officer (the “Holderness Letter Agreement”). Pursuant to the Holderness Letter Agreement, Mr. Holderness was entitled to 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. The Holderness Letter Agreement also provided that Mr. Holderness would be eligible (i) to receive an annual cash bonus under the Amended Annual 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 2017 LTIP with a grant date target value of approximately $1,000,000. So long as Mr. Holderness had

aided in identifying, training and successfully transitioning his successor prior to his termination of employment, he would 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.

Both the Gobe Letter Agreement and the Holderness Letter Agreement were canceled as a result of Messrs. Gobe and Holderness entering into the participation agreement under the Amended Executive Severance Plan.

~~Amended Executive Severance Plan~~

~~Messrs. Gobe, Holderness, Schorlemer, Muñoz and Wilson are (or were, in the case of Mr. Holderness) participants in our Amended~~ Executive Severance Plan. For additional information regarding the terms and conditions of this plan please see “—Potential Payments Upon Termination or Change in ~~Control — Second Amended~~ Control—Executive Severance Plan.”

~~Severance Agreements~~

The Company entered into separation agreements in 2020 with each of Messrs. Redman, Holderness and Sledge in connection with their respective terminations of employment. For additional information regarding the terms and conditions of those agreements see “— Potential Payments Upon Termination or Change in Control — Redman Separation Agreement,” “— Potential Payments Upon Termination or Change in Control — Holderness Separation Agreement” and “— Potential Payments Upon Termination or Change in Control — Sledge Separation Agreement.”

~~Modification of Equity Awards~~

In connection with the termination of employment of each of Messrs. Redman, Holderness and Sledge and pursuant to the terms of their respective separation agreements, the Company modified certain equity awards that had previously been granted to them. For additional information regarding the terms of the modifications and the value thereof see the Summary Compensation Table and Grants of Plan Based Awards Table above, and the footnotes thereto as well as “— Potential Payments Upon Termination or Change in Control — Redman Separation Agreement,” “— Potential Payments Upon Termination or Change in Control — Holderness Separation Agreement” and “— Potential Payments Upon Termination or Change in Control — Sledge Separation Agreement.” The Company also modified the terms of stock options held by Mr. Smith pursuant to the terms of the 2020 Smith Letter Agreement, but there was no modification charge associated with such modifications. For more information regarding the modifications to Mr. Smith’s stock options see “— Compensation Discussion and Analysis — Letter Agreement with Jeffrey D. Smith.”

~~Outstanding Equity Awards for Fiscal Year Ended December 31, 2020~~

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table reflects information regarding outstanding and unvested stock options, RSUs, and PSUs held by our Named Executive Officers as of December 31, ~~2020.~~2023.

Option Awards Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)

Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)

Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares or
Units of
Stock
That Have
Not
Vested(4)
(#)

Market
Value of
Shares or
Units of
Stock
That Have
Not
Vested(5)
($)

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares
That Have
Not
Vested(6)
(#)

Equity
Incentive
Plan Awards:
Market
Value of
Unearned
Shares
That Have
Not
Vested(5)
($)

Phillip A. Gobe — — — — 282,024 2,084,157 — —
— — — — — — 846,070 6,252,457
Dale Redman 699,852(1) — 3.96 3/13/2021 — — — —
501,540(2) — 2.25 3/13/2021 — — — —
59,994(3) — 14.00 3/13/2021 — — — —
— — — — — — — —
— — — — — — — —
Darin G. Holderness — — — — — — — —
— — — — — — 154,494 1,141,711
David S. Schorlemer — — — — 27,210 201,082 — —
— — — — — — 81,632 603,260
Jeffrey D. Smith 699,852(1) — 3.96 6/14/2023 — — — —
310,971(2) — 2.25 7/19/2026 — — — —
89,991(3) 29,997 14.00 3/16/2027 — — — —
— — — — 60,589 447,753 — —
— — — — — — 152,866 1,129,680
David Sledge 586,755(1) — 3.96 6/14/2023 — — — —
231,019(2) — 2.25 6/14/2023 — — — —
119,988(3) — 14.00 6/14/2023 — — — —
— — — — — — — —
— — — — — — 52,942 391,241
Adam Muñoz 36,703(3) 12,235 14.00 3/16/2027 — — — —
— — — — 55,519 410,285 — —
— — — — — — 158,392 1,170,517
Newton W. “Trey” Wilson III — — — — 32,690 241,579 — —
— — — — — — 98,068 724,723

~~(1)~~

On June 14, 2013, Messrs. 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. Mr. Sledge exercised a portion of such options on March 16, 2017 via “cashless exercise” such that Mr. 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

Option Awards

Stock Awards

Name

Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)

Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)

Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares or
Units of
Stock That
Have Not
Vested(1)
(#)

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(2)
($)

Equity
Incentive Plan
Awards:
Number of
Unearned
Shares That
Have Not
Vested(3)
(#)

Equity
Incentive Plan
Awards:
Market Value
of Unearned
Shares That
Have Not
Vested(2)
($)

Samuel D. Sledge

21,750

―

14.00

3/16/2027

―

268,126

2,246,896

―

224,599

1,882,140

Shelby Fietz

6,090

―

14.00

3/16/2017

361,631

3,030,468

―

14,232

119,264

Adam Muñoz

48,938

―

14.00

3/16/2027

―

152,050

1,274,179

―

121,342

1,016,846

David S. Schorlemer

―

107,339

899,501

―

85,653

717,772

John J. “Jody” Mitchell

―

43,678

366,022

―

39,869

334,102

withholding. In connection with Mr. Redman’s separation and pursuant to the terms of the Redman Separation Agreement (as described below under “— Potential Payments Upon Termination or Change in Control — Redman Separation Agreement”), the exercise period for such stock options that were previously granted to Mr. Redman was extended until March 13, 2021, and in connection with Mr. Sledge’s separation and pursuant to the terms of the Sledge Separation Agreement (as described below under “— Potential Payments Upon Termination or Change in Control — Sledge Separation Agreement”), the exercise period for such stock options that were previously granted to Mr. Sledge was extended until June 14, 2023.

~~(2)~~

On July 19, 2016, Messrs. 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. However, in connection with our IPO, we fully accelerated the vesting of the unvested portions of these options. In connection with Mr. Redman’s separation and pursuant to the terms of the Redman Separation Agreement (as described below under “— Potential Payments Upon Termination or Change in Control — Redman Separation Agreement”), the exercise period for such stock options that were previously granted to Mr. Redman was extended until March 13, 2021, and in connection with Mr. Sledge’s separation and pursuant to the terms of the Sledge Separation Agreement (as described below under “— Potential Payments Upon Termination or Change in Control — Sledge Separation Agreement”), the exercise period for such stock options that were previously granted to Mr. Sledge was extended until June 14, 2023.

~~(3)~~

These amounts reflect option awards granted under the 2017 LTIP in connection with our IPO on March 16, 2017. Such awards vest in four substantially equal annual installments commencing on the first anniversary of the grant date. In connection with Mr. Redman’s separation and pursuant to the terms of the Redman Separation Agreement (as described below in “— Potential Payments Upon Termination or Change in Control — Redman Separation Agreement”), the exercise period for the vested stock options granted to Mr. Redman under the 2017 LTIP was extended until March 13, 2021. The remainder of Mr. Redman’s unvested stock options were forfeited upon his separation, pursuant to the terms of the 2017 LTIP and the applicable award agreement thereunder. In connection with Mr. Sledge’s separation and pursuant to the terms of the Sledge Separation Agreement (as described below under “— Potential Payments Upon Termination or Change in Control — Sledge Separation Agreement”), the unvested stock options previously granted to Mr. Sledge under the 2017 LTIP were accelerated to fully vest upon his separation, and the exercise period for the vested stock options previously granted to Mr. Sledge under the 2017 LTIP was extended until June 14, 2023.

~~(4)~~
(1)

The amounts in this column represent RSU awards held by each Named Executive Officer, which, except as noted below, vest pro-rata over the applicable remaining vesting dates as follows, subject to the Named Executive Officer’s continued employment:

Name

Number of
Unvested
RSUs
on 12/31/~~2020(a)~~

2023

Remaining Vesting Dates

~~Phillip A. Gobe~~

Samuel D. Sledge

~~6,185~~9,553

~~October 7, 2021 and October 7, 2022~~February 17, 2024

~~41,797~~17,227

~~February 11, 2021, February 11, 2022, and February 11, 2023~~August 31, 2024

~~234,042~~66,988

~~March 13, 2021, March 13, 2022,~~February 16, 2024, and ~~March 13, 2023~~February 16, 2025

174,358

February 1, 2024, February 1, 2025, and February 1, 2026

Shelby Fietz

2,272

February 17, 2024

4,823

February 16, 2024 and February 16, 2025

10,615

February 1, 2024, February 1, 2025, and February 1, 2026

30,769

One-third on May 31, 2024 and two-thirds on May 31, 2025

313,152

November 26, 2024, November 26, 2025, and November 26, 2026

Adam Muñoz

15,012

February 17, 2024

4,307

August 31, 2024

45,552

February 16, 2024 and February 16, 2025

87,179

February 1, 2024, February 1, 2025, and February 1, 2026

PROPETRO 2024 Proxy Statement| 49

TABLE OF CONTENTS

Executive Compensation

Name

Number of Unvested
RSUs on 12/31/2023

Remaining Vesting Dates

David S. Schorlemer

~~27,210~~13,647

~~October 13, 2021, October 13, 2022 and October 13, 2023~~

~~Jeffrey D. Smith~~

~~9,634~~

~~April 18, 2021~~February 17, 2024

~~19,608~~32,154

~~March 18, 2021~~February 16, 2024 and ~~March 18, 2022~~February 16, 2025

~~31,347~~61,538

February ~~11, 2021,~~1, 2024, February ~~11, 2022,~~1, 2025, and February ~~11, 2023~~1, 2026

~~Adam Muñoz~~

John J. “Jody” Mitchell

~~2,722~~2,040

~~April~~May 18, ~~2021~~2024

~~5,883~~7,074

~~March 18, 2021~~February 16, 2024 and ~~March 18, 2022~~February 16, 2025

~~15,000~~34,564

February ~~11, 2021,~~1, 2024, February ~~11, 2022,~~1, 2025, and February ~~11, 2023~~

~~31,914~~

~~March 13, 2021 and March 13, 2022, and March 13, 2023~~

~~Newton W. “Trey”~~
~~Wilson III~~

~~9,702~~

~~October 7, 2021 and October 7, 2022~~

~~22,988~~

~~February 11, 2021, February 11, 2022, and February 11, 2023~~1, 2026

~~(a)~~

Any unvested RSUs held by Mr. Redman were forfeited and cancelled in accordance with the terms of such award and separation agreements in connection with his March 13, 2020 separation, as described below in “— Potential Payments Upon Termination or Change in Control — Redman Separation Agreement.” All unvested RSUs held by Mr. Holderness were accelerated and became fully vested upon his separation of employment on October 30, 2020 but will not be settled until the earlier to occur of (i) Mr. Holderness’s death and (ii) the day that is one day after the six-month anniversary of Mr. Holderness’s separation date pursuant to the terms of the Holderness Separation Agreement (described below under “— Potential Payments Upon Termination or Change in Control — Holderness Separation Agreement”). Further, in connection with Mr. Sledge’s separation and pursuant to the terms of the Sledge Separation Agreement (described below under “— Potential Payments Upon Termination or Change in Control — Sledge Separation Agreement”), a pro-rata portion of the RSUs granted to Mr. Sledge during the 2020 calendar year were vested on December 31, 2020, based on months of service during the applicable vesting period. The remainder of Mr. Sledge’s RSUs were forfeited and cancelled in accordance with the terms of such award and separation agreements in connection with his December 31, 2020 separation.

~~(5)~~
(2)

The amounts in this column were calculated by multiplying ~~$7.39,~~$8.38, the closing price of our common stock on December ~~31, 2020,~~29, 2023, by the number of awards reported.

~~(6)~~
(3)

Pursuant to the applicable ~~SEC~~ rules, the amounts in this column and in the table below reflect the ~~maximum~~threshold number of PSUs held by each Named Executive Officer ~~which~~that were granted in 2022 and the target number of PSUs held by each Named Executive Officer that were granted in 2023 because performance as of December 31, 2023 was below threshold for the 2022 PSUs and above threshold but below target for the 2023 PSUs. Both the PSUs granted to the Named Executive Officers in 2022 and 2023 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. The actual number of PSUs earned based on actual performance over the full performance period may range from 0% to ~~100%~~200% of the amount below. All outstanding PSUs, including PSUs granted in 2019 and 2020, 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. 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.target amount.

Name

~~Maximum~~ Number of
Unvested
PSUs
on 12/31/~~2020~~

2023

Applicable Performance

Period End Date

~~Phillip A. Gobe~~

Samuel D. Sledge

~~18,554~~50,241

December 31, ~~2021~~2024

~~125,390~~174,358

December 31, ~~2022~~2025

Shelby Fietz

3,617

December 31, 2024

~~702,126~~10,615

December 31, ~~2022~~2025

~~Darin G. Holderness~~

Adam Muñoz

~~29,104~~34,163

December 31, ~~2021~~2024

~~125,390~~87,179

December 31, ~~2022~~2025

David S. Schorlemer

~~81,632~~24,115

December 31, ~~2022~~

~~Jeffrey D. Smith~~

~~58,824~~

~~December 31, 2021~~2024

~~94,042~~61,538

December 31, ~~2022~~2025

~~David Sledge~~

John J. “Jody” Mitchell

~~52,942~~5,305

December 31, ~~2021~~

~~Adam Muñoz~~

~~17,648~~

~~December 31, 2021~~2024

~~45,000~~34,564

December 31, ~~2022~~

~~95,744~~

~~December 31, 2022~~

~~Newton W. “Trey” Wilson III~~

~~29,104~~

~~December 31, 2021~~

~~68,964~~

~~December 31, 2022~~2025

~~(a)~~

Any unvested PSUs held by Mr. Redman were forfeited and cancelled in accordance with the terms of such award agreements in connection with his March 13, 2020 separation, as described below in “— Potential Payments Upon Termination or Change in Control — Redman Separation Agreement.” As described below under “— Potential Payments Upon Termination or Change in Control — Holderness Separation Agreement,” the service requirement applicable to all unvested

2023 OPTION EXERCISES AND STOCK VESTED

Option Awards

Stock Awards

Name

Number of Shares
Acquired on
Exercise
(#)

Value Realized on
Exercise
($)

Number of Shares
Acquired on
Vesting(1)
(#)

Value Realized on
Vesting(2)
($)

Samuel D. Sledge

―

73,281

696,028

Shelby Fietz

―

6,334

61,334

Adam Muñoz

―

57,733

542,864

David S. Schorlemer

―

38,794

380,674

John J. “Jody” Mitchell

—

5,575

49,831

PSUs held by Mr. Holderness was deemed satisfied as of the date of his separation, and such PSUs remain outstanding and eligible to vest following the end of the applicable performance period based on actual performance achieved. Further, in connection with Mr. Sledge’s separation and pursuant to the terms of the Sledge Separation Agreement (described below under “—Potential Payments Upon Termination or Change in Control — Sledge Separation Agreement”), the PSUs granted to Mr. Sledge in 2019 remain outstanding and eligible to vest following the end of the applicable performance period based on actual performance achieved and any unvested PSUs granted to Mr. Sledge in 2020 were forfeited and cancelled in accordance with the terms of such award agreements in connection with his December 31, 2020 separation.

~~2020 Option Exercises and Stock Vested~~

Option Awards Stock Awards
Name
Number of
Shares
Acquired on
Exercise (#)

Value Realized
on Exercise ($)

Number of
Shares
Acquired on
Vesting(1) (#)

Value Realized
on Vesting(2) ($)

Phillip A. Gobe — — 15,274 67,382
Dale Redman — — — —
Darin G. Holderness — — 56,349 224,082
David S. Schorlemer — — — —
Jeffrey D. Smith — — 57,412 319,807
David Sledge — — 82,612 515,549
Adam Muñoz — — 16,550 91,619
Newton W. “Trey” Wilson III — — 4,850 20,661

(1)

This column reflects the RSUs ~~and PSUs~~ held by each Named Executive Officer that vested during ~~2020. The target number of~~2023. Threshold performance was not met with respect to the PSUs granted to the Named Executive Officers in ~~2018 vested. For Mr. Sledge, this column reflects (i)~~2021 for which the ~~number of RSUs~~performance period ended on December 31, 2023, and ~~the target number of PSUs that vested in 2020 in accordance with terms of the applicable award agreements underlying~~as such, no such awards and (ii) the number of stock options and RSUs that accelerated and became vested pursuant to the terms of the Sledge Separation Agreement (as described below under “— Potential Payments Upon Termination of Changewere earned or are included in ~~Control — Sledge Separation Agreement”). For Mr. Holderness,~~ this column reflects (a) the number of RSUs that vested in accordance with terms of the applicable award agreements underlying such awards and (b) the number of RSUs that accelerated and became vested pursuant to the terms of the Holderness Separation Agreement (as described below under “— Potential Payments Upon Termination or Change in Control — Holderness Separation Agreement”).table.

(2)

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. For Mr. Sledge, this column does not include any value for the 29,997 stock options that accelerated and became vested pursuant~~date or, to the ~~terms of~~extent the Sledge Separation Agreement (as described below under “— Potential Payments Upon Termination or Change in Control — Sledge Separation Agreement”) because the exercise price applicable to such stock options exceededvesting date was not a trading date, the closing price ~~of our common stock~~ on the ~~applicable vesting~~last trading date.

~~Pension Benefits~~

PENSION BENEFITS

We do not sponsor any qualified or non-qualified defined benefit pension plans.

~~Nonqualified Deferred Compensation~~

NONQUALIFIED DEFERRED COMPENSATION

We do not have any non-qualified deferred compensation plans.

50 |ir.propetroservices.com

TABLE OF CONTENTS

Executive Compensation

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

~~Potential Payments upon Termination or Change in Control~~

~~Employment and Letter Agreements~~

On January 1, 2020, we were party to employment agreements with each of Messrs. Smith, Sledge and Wilson. Prior to his March 13, 2020 separation, we were also party to an employment agreement with Mr. Redman, but his severance amounts were not determined in accordance with his employment agreement and are described below under “— Redman Separation Agreement.” As of December 31, 2020, we were not a party to any employment or letter agreements with any of our Named Executive Officers, other than Mr. Sledge, that provide for severance payments or benefits. However, Mr. Sledge’s severance amounts payable in connection with his December 31, 2020 resignation were not determined in accordance with his employment agreement and are described below under “— Sledge Separation Agreement.” Certain of our Named Executive Officers are participants in the Second Amended Executive Severance Plan ~~which is described in detail below under “— Second Amended Executive Severance Plan.”~~

~~Agreement with Mr. Smith~~

The employment agreement with Mr. Smith provided him with certain severance payments and benefits upon his termination of employment without “Cause” or resignation for “Good Reason” (each as defined in his employment agreement).

Pursuant to the 2020 Smith Letter Agreement and in connection with Mr. Smith’s appointment as Senior Advisor to the Chief Executive Officer, Mr. Smith’s employment agreement was terminated as of March 13, 2020. Mr. Smith is no longer eligible to receive any cash severance benefits upon his termination of employment for any reason. As consideration for the removal of Mr. Smith’s employment agreement, Mr. 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 2017 LTIP 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. 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. Except as set forth in this subsection, the terms of Mr. Smith’s outstanding equity awards under the 2017 LTIP will continue to be governed by the terms of the award agreements and the 2017 LTIP, as described below under “— Incentive Plan Awards.”

~~Holderness Agreements~~

On October 3, 2019, we entered into the Holderness Letter Agreement that provided Mr. Holderness with the eligibility to receive certain severance payments and benefits upon his termination of employment as a “good leaver” (as defined below). Mr. Holderness executed a participation agreement as a Tier 2 Executive under the Amended Executive Severance Plan on April 10, 2020 that superseded and replaced the Holderness Letter Agreement in all respects except with respect to the restrictive covenants set forth in the Holderness Letter Agreement, which survived the termination of the Holderness Letter Agreement.

In addition, Mr. Holderness’s 2019 and 2020 award agreements under the 2017 LTIP provided Mr. Holderness with accelerated vesting of a portion of his RSUs and deemed satisfaction of the service requirement applicable to a portion of his PSUs upon his termination of employment if Mr. Holderness is deemed a good leaver. As used in the RSU and PSU award agreements with Mr. Holderness, “good leaver” generally meant that Mr. Holderness has aided in identifying, training and successfully transitioning his successor prior to his termination of service.

Although Mr. Holderness was a participant in the Amended Executive Severance Plan on the date of his resignation, the severance payments and benefits he received upon his resignation are described under “— Holderness Separation Agreement” rather than described herein with respect to his equity awards or under “— Second Amended Executive Severance Plan.”

~~Employment Agreement with Mr. Wilson~~

On September 25, 2019, we entered into the Wilson Employment Agreement that, prior to Mr. Wilson’s execution of a participation agreement under the Executive Severance Plan, provided Mr. Wilson with certain

severance payments and benefits upon his termination of employment without “Cause” or resignation for “Good Reason” (each as defined in the Wilson Employment Agreement). However, Mr. Wilson executed a participation agreement as a Tier 3 Executive under the Executive Severance Plan on March 30, 2020 that superseded and replaced the Wilson Employment Agreement in all respects except with respect to the restrictive covenants set forth in the Wilson Employment Agreement, which survived the termination of the Wilson Employment Agreement. See “— Second Amended Executive Severance Plan” below for a description of the severance payments and benefits for which Mr. Wilson is now eligible.

~~Second Amended Executive Severance Plan~~

~~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. 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 employeesNone of the ~~Company in substantially the same proportions, as determined by the Compensation Committee in its sole discretion. In connection~~Named Executive Officers currently have an employment agreement with the approval of the 2020 LTIP, on October 23, 2020, the Board adopted the Second Amended Executive Severance Plan, which amends the Amended Executive Severance Plan such that (i) equity awards granted under the 2017 LTIP will continue to be governed by the terms of the 2017 LTIP and the equity awards granted under the 2020 LTIP will be governed by the terms of the 2020 LTIP, (ii) certain defined terms are incorporated by referenceCompany. Pursuant to the 2020 LTIP rather than the 2017 LTIP and (iii) participants in the Second Amended Executive Severance Plan are required to comply with certain obligations, including restrictive covenants, as set forth in the award agreements under both the 2017 LTIP and the 2020 LTIP, as applicable.

~~Following the approval~~terms of the Executive Severance Plan, the ~~Amended Executive Severance Plan and~~level of severance benefit for which a participant is eligible is determined based on their designated “Tier.” As of December 31, 2023, the ~~Second Amended Executive Severance Plan, none~~Tier levels for each of the Named Executive Officers other than Mr. Sledge have an employment agreement with the Company, and Messrs. Gobe, Holderness, Schorlemer, Muñoz and Wilson each have entered into a participation agreement with the Company such that Mr. Gobe is a “Tier 1 Executive,” Mr. Holderness was ~~a “Tier 2 Executive,” Mr. Schorlemer is a “Tier 2 Executive” and Messrs. Muñoz and Wilson are each “Tier 3 Executives” in the Second Amended Executive Severance Plan (each quoted term~~ as ~~defined in the Second Amended Executive Severance Plan and described below).~~follows:

	Name			Executive Severance Plan Tier Level
	Samuel D. Sledge			Tier 1
	Shelby Fietz			Tier 2
	Adam Muñoz			Tier 2
	David S. Schorlemer			Tier 2
	John J. “Jody” Mitchell			Tier 2

Upon the Named Executive Officer’s termination without “Cause” or a resignation for “Good Reason” ~~(each~~(each as defined in the ~~Second Amended~~ Executive Severance Plan and described below), current participants in the ~~Second Amended~~ Executive Severance Plan will be eligible to receive the following benefits:

•

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;~~occurred,

•

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;~~executives, and

•

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 ~~Second Amended~~ Executive Severance Plan.

Upon a termination without Cause or a resignation for Good Reason within 12 months following a “Change in Control” (as defined in the ~~Second Amended~~ Executive Severance Plan), participants in the ~~Second Amended~~ Executive Severance Plan will be eligible to receive the following benefits:

•

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;~~Control,

•

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;~~executives,

•

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;~~year, and

•

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 ~~Second Amended~~ Executive Severance Plan.

Additionally, if a participant’s employment with the Company terminates as a result of his or her death or “Disability” ~~(as~~(as defined in the ~~Second Amended~~ Executive Severance Plan), then the participant will be eligible to receive the following benefits:

•

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.

In order to receive any of the foregoing severance benefits under the ~~Second Amended~~ Executive Severance Plan, a participant must timely execute (and not revoke) a release of claims in favor of the Company and its affiliates. Further, the ~~Second 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 ProPetro Holding Corp. 2017 ~~LTIP~~Incentive

PROPETRO 2024 Proxy Statement| 51

TABLE OF CONTENTS

Executive Compensation

Award Plan (the “2017 LTIP”) and the 2020 LTIP. If the severance benefits under the ~~Second Amended~~ Executive Severance Plan would trigger an excise tax for a participant under Section 4999 or Section 280G of the Code (“Section 280G”) the ~~Second 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.

As used in the ~~Second Amended~~ Executive Severance Plan, the following terms generally mean:

•

“~~Cause”~~Cause” generally means the Named Executive ~~Officer’s~~ 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.

•

“Change in ~~Control”~~Control” has the meaning given to it under the 2020 LTIP, which is the same meaning given to such term under the 2017 LTIP and described below under “— ~~Incentive Plan Awards.~~2017 LTIP.”

•

“Good ~~Reason”~~Reason” generally ~~means~~ 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 or her 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 or her 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.

•

“~~Disability”~~Disability” generally means the Named Executive Officer’s inability to perform the essential functions of his or her 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.

2017 LTIP

~~Stock Option Plan Awards~~

Only Messrs. Sledge, Fietz and Muñoz hold stock options under the 2017 LTIP. The stock options granted under the ~~Stock Option Plan~~2017 LTIP are fully vested. The vested and outstanding stock options awarded under the ~~Stock Option Plan~~2017 LTIP 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, “Disability” or ~~“Disability.~~“Retirement.”

~~Only Messrs. Redman, Smith~~

52 |ir.propetroservices.com

TABLE OF CONTENTS

Executive Compensation

To receive the above described severance payments and ~~Sledge hold stock options under~~benefits, the ~~Stock Option Plan,~~Named Executive Officers must execute a release of claims in favor of the Company and comply with the ~~treatment~~terms of ~~such stock options are now governed by their respective separation~~certain restrictive covenants, including a one-year non-competition and ~~letter agreements,~~two-year non-solicitation obligation as ~~described under the following subsections “— Redman Separation Agreement,” “— Smith Agreements”~~well as a perpetual confidentiality and ~~“— Sledge Separation Agreement,” respectively.~~non-disparagement obligations.

~~Incentive Plan Awards~~

~~Prior to his resignation, Mr. Holderness’s equity awards under~~As used in the 2017 LTIP ~~were governed by the terms of~~and the award agreements thereunder, “Cause” and “Disability” generally have the meanings set forth below. In addition, “Retirement” and “Change in Control” generally have the meanings set forth below.

“Cause” generally means the Named Executive Officer’s:

(i)

willful failure to substantially perform his or her 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 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 ~~Mr. Holderness described above~~any felony or crime involving moral turpitude,

(iv)

unlawful use (including being under ~~“— Holderness Agreements.~~the influence) or possession of illegal drugs on the Company’s premises or while performing his or her 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.

“Change of Control” ~~Mr. Holderness’s~~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.

“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.

“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.

2020 LTIP

All equity awards ~~are now governed by~~granted to the ~~terms of the Holderness Separation Agreement, as described below under “— Holderness Separation Agreement.” All other~~ Named Executive Officers’ ~~equity awards~~during or following 2021 are subject to the following terms. ~~None of the Named Executive Officers held awards under the 2020 LTIP as of December 31, 2020.~~

Pursuant to the ~~2017~~2020 LTIP, in the event of a termination of employment of a Named Executive Officer due to his or her death ~~“Disability”~~ or ~~“Retirement,~~“Disability,” (i) all unvested RSUs ~~and stock options~~ that would have vested had the Named Executive Officer continued his or her 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.

PROPETRO 2024 Proxy Statement| 53

TABLE OF CONTENTS

Executive Compensation

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. In addition, in the event of a Named Executive Officer’s resignation for “Good Reason” upon or within one year following a Change in Control, all unvested RSUs and PSUs granted in 2023 (but, for the avoidance of doubt, not 2021 or 2022) will immediately vest based on performance as of the date of the Change in Control. 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.

In the event of a Change in Control, the performance period for all unvested PSUs will be deemed to have ended as of the date of the Change in Control and the PSUs for which the performance goal was obtained as of the date of the Change in Control will remain outstanding and eligible to vest at the end of the applicable performance period, subject to the Named Executive Officer’s continued employment through such date.

To receive the ~~above described~~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.

The 2020 LTIP further specifies that unless otherwise provided for in an award agreement, if any awards under the 2020 LTIP are not assumed or substituted by a successor entity in a Change in Control, then all outstanding awards will become fully vested as of the date of the Change in Control (for PSUs, based on the greater of (i) target and (ii) actual performance as of the date of the “Change in Control”).

As used in the ~~2017~~2020 LTIP and the award agreements thereunder, ~~“Cause”~~“Cause,” “Change in Control,” “Disability” and ~~“Disability”~~“Good Reason” generally have the meanings set forth ~~below (except for Mr. Sledge, for whom such terms were defined in his employment agreement). In addition, “Retirement” and “Change in Control” generally have~~below.

“Cause” has the ~~meanings set forth below.~~

•

~~“Cause” generally means the Named Executive Officer’s (i) willful failure~~meaning given 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 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 beingit under the ~~influence) or possession of illegal drugs on~~Executive Severance Plan, described above under “—Executive Severance Plan.”

“Change in Control” has 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, subjectmeaning given to ~~certain procedural requirements.~~

•

~~“Change~~“Change of Control” ~~generally means (i) any transaction or series of transactions whereby any person, other than~~under the ~~Company, any of its subsidiaries or any Company benefit plan, acquires~~2017 LTIP, described above under “—2017 LTIP.”

“Disability” has the meaning given to it under the Executive Severance Plan, described above under “—Executive Severance Plan.”

“Good Reason” has the meaning given to it under the Executive Severance Plan, described above under “—Executive Severance Plan.”

54 |ir.propetroservices.com

TABLE OF CONTENTS

Executive Compensation

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.

•

~~“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.~~

•

Quantification of Benefits on Termination

The table below quantifies the payments and benefits that would have been paid to our Named Executive Officers pursuant to the terms of the ~~Second Amended~~ Executive Severance Plan ~~(or the 2020 Smith Letter Agreement for Mr. Smith)~~ and the equity award agreements in the event of certain terminations of employment with us, had such terminations occurred on December 31, ~~2020.~~2023.

Name	Payments and Benefits	Termination without Cause or Resignation for Good Reason(1) ($)		Termination as a Result of Death, Disability(2) ($)		Termination as a Result of Retirement(3) ($)		Termination without Cause within One Year Following a Change in Control(4) ($)		Resignation for Good Reason within One Year Following a Change in Control(4) ($)
Samuel D. Sledge	Cash Severance(5)		3,280,000		―		―		4,920,000		4,920,000
	Pro-Rata Bonus(6)		―		840,000		―		840,000		840,000
	COBRA Subsidy(7)		16,992		―		―		29,927		29,927
	RSU and PSU Acceleration(8)		―		992,133		―		3,318,335		2,532,559
	Total		3,296,992		1,832,133		―		9,108,262		8,322,486
Shelby Fietz	Cash Severance(5)		1,410,750		―		―		1,881,000		1,881,000
	Pro-Rata Bonus(6)		―		445,500		―		445,500		445,500
	COBRA Subsidy(7)		11,328		―		―		19,951		19,951
	RSU and PSU Acceleration(8)		―		1,029,575		―		3,095,698		3,036,241
	Total		1,422,078		1,475,075		―		5,442,149		5,382,692
Adam Muñoz	Cash Severance(5)		1,716,000		―		―		2,288,000		2,288,000
	Pro-Rata Bonus(6)		―		572,000		―		572,000		572,000
	COBRA Subsidy(7)		11,328		―		―		19,951		19,951
	RSU and PSU Acceleration(8)		―		596,271		―		1,809,899		1,266,280
	Total		1,727,328		1,168,271		―		4,689,850		4,146,231
David S. Schorlemer	Cash Severance(5)		1,467,750		―		―		1,957,000		1,957,000
	Pro-Rata Bonus(6)		―		463,500		―		463,500		463,500
	COBRA Subsidy(7)		11,328		―		―		19,951		19,951
	RSU and PSU Acceleration(8)		―		420,978		―		1,277,655		893,843
	Total		1,479,078		884,478		―		3,718,106		3,334,294
John J. “Jody” Mitchell	Cash Severance(5)		1,015,875		―		―		1,354,500		1,354,500
	Pro-Rata Bonus(6)		―		290,250		―		290,250		290,250
	COBRA Subsidy(7)		5,520		―		―		6,242		6,242
	RSU and PSU Acceleration(8)		―		143,281		―		578,420		502,044
	Total		1,021,395		433,531		―		2,229,412		2,153,036

Name
Termination
without Cause or
Resignation for
Good Reason(1)
($)

Termination as a
Result of Death,
Disability(2)
($)

Termination as a
Result of
Retirement(3)
($)

Termination
Without Cause
Within
One Year
Following a
Change in
Control(4)
($)

Resignation for
Good Reason
Within
One Year
Following a
Change in
Control(4)
($)

Phillip A. Gobe
Cash Severance(5)
3,200,000 — — 4,800,000 4,800,000
Pro-Rata Bonus(6)
— 800,000 — 800,000 800,000
COBRA Subsidy(7)
8,223 — — 20,045 20,045
RSU & PSU Acceleration(8)
— 770,888 770,888 5,210,386 —
Total 3,208,223 1,570,889 770,888 10,830,431 5,620,045
David S. Schorlemer
Cash Severance(5)
1,215,000 — — 1,620,000 1,620,000
Pro-Rata Bonus(6)
— 79,200 — 79,200 79,200
COBRA Subsidy(7)
6,046 — — 18,126 18,126
RSU & PSU Acceleration(8)
— 67,027 67,027 502,712 —
Total 1,221,046 146,227 67,072 2,220,038 1,717,326
Jeffrey D. Smith
RSU & PSU Acceleration(8)
— 438,220 438,220 1,012,593 —
Total — 438,220 438,220 1,012,593 —
Adam Muñoz
Cash Severance(5)
850,000 — — 1,275,000 1,275,000
Pro-Rata Bonus(6)
— 425,000 — 425,000 425,000
COBRA Subsidy(7)
6,046 — — 18,126 18,126
RSU & PSU Acceleration(8)
— 222,624 222,624 995,544 —
Total 856,046 647,624 222,624 2,713,670 1,718,126
Newton W. “Trey” Wilson
Cash Severance(5)
700,000 — — 1,050,000 1,050,000
Pro-Rata Bonus(6)
— 300,000 — 300,000 300,000
RSU & PSU Acceleration(8)
— 224,649 224,649 603,941 —
Total 700,000 524,649 224,649 1,953,941 1,350,000

(1)

Amounts in this column reflect payments made upon termination by the Company without “Cause” or by the Named Executive Officer for “Good Reason.” ~~For Messrs. Gobe, Schorlemer, Muñoz and Wilson, such~~Such quoted terms are as defined in the ~~Second Amended~~ Executive Severance Plan, as described above.

(2)

Amounts in this column reflect payments made upon termination as a result of the Named Executive Officer’s death or “Disability.” ~~For Messrs. Gobe, Schorlemer, Muñoz and Wilson,~~ “Disability” is as defined in the ~~Second Amended~~ Executive Severance Plan for the pro-rata bonus payable upon such termination of employment and is as defined in the applicable award agreements for the equity award acceleration, each as described above. ~~For Mr. Smith, “Disability” is as defined in the applicable award agreements, as described above.~~

(3)

Amounts in this column reflect payments made upon termination as a result of the Named Executive Officer’s “Retirement” (as defined in the applicable award agreements and described above). As described above, neither the Executive Severance Plan nor the 2020 LTIP (or any of the award agreements thereunder) provide any severance payments or benefits upon a Named Executive Officer’s “Retirement.” As of December 31, 2023, there were no RSUs or PSUs outstanding under the 2017 LTIP, and the exercise price applicable to the stock options held by Messrs. Sledge, Fietz and Muñoz under the 2017 LTIP exceeded the closing price of our common stock on December 29, 2023. Therefore, no value is included in this column.

PROPETRO 2024 Proxy Statement| 55

TABLE OF CONTENTS

Executive Compensation

(4)

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.”~~Control” (as defined in the 2020 LTIP and described above). As described above under “— ~~Incentive Plan Awards,~~2020 LTIP,” RSUs ~~stock options~~ and PSUs granted in 2021 and 2022 under the ~~2017~~2020 LTIP 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, and RSUs and PSUs granted in 2023 under the 2020 LTIP are accelerated in connection with a Named Executive Officer’s termination without Cause or resignation for Good Reason, in each case, within 12 months following a Change in Control.

(5)

Pursuant to the ~~Second Amended~~ Executive Severance Plan, upon termination of employment by the Company without Cause or by the Named Executive Officer for Good Reason, each Named Executive Officer ~~other than Mr. Smith, who is not a participant in the Second Amended Executive Severance Plan,~~ will receive either 2.0 (for Mr. ~~Gobe),~~Sledge) or 1.5 (for ~~Mr. Schorlemer) or 1.0 (for~~ Messrs. Schorlemer, Fietz, Muñoz and ~~Wilson)~~Mitchell) times the sum of his annual base salary and the target amount of his annual bonus for the year in which the termination occurs, payable in a lump sum following the termination of employment. If such termination of employment occurs within one year following a Change in Control, each Named Executive Officer will receive either 3.0 (for Mr. ~~Smith is not a participant~~Sledge) or 2.0 (for Messrs. Schorlemer, Fietz, Muñoz and Mitchell) times the sum of his annual base salary and the target amount of his bonus for the year in which the ~~Second Amended Executive Severance Plan and is not entitled to any cash severance.~~Change in Control occurs.

(6)

Pursuant to the terms of the ~~Second Amended~~ Executive Severance Plan, upon a termination of employment by the Company without Cause or by the Named Executive Officer for Good Reason, in each case, within one year following a Change in Control, or upon a termination of employment due to the Named Executive Officer’s death or Disability, each ~~of Messrs. Gobe, Schorlemer, Muñoz and Wilson~~Named Executive Officer will receive a pro-rata bonus, based upon the number of days each such Named Executive Officer was employed by the Company during the applicable calendar year and achievement of target performance. The target bonuses payable to ~~Messrs. Gobe, Schorlemer, Muñoz and Wilson~~the Named Executive Officers are included in the table because ~~(i) Messrs. Gobe, Muñoz and Wilson were~~the Named Executive Officers would have been employed for the full ~~2020 calendar~~ year ~~and (ii) Mr. Schorlemer’s target bonus was already prorated based upon his service from October 12, 2020 to~~if their termination occurred on December 31, ~~2020. Mr. Smith is not a participant in the Second Amended Executive Severance Plan and is not entitled to a pro-rata target bonus.~~2023.

(7)

Pursuant to the terms of the ~~Second Amended~~ Executive Severance Plan, upon termination of employment by the Company without Cause or by the Named Executive Officer for Good Reason, the Company will reimburse each of ~~Messrs. Gobe, Schorlemer, Muñoz and Wilson~~the Named Executive Officers 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 (or~~ 18 months for Mr. ~~Gobe)~~Sledge and up to 12 months for Messrs. Schorlemer, Muñoz, Fietz and Mitchell following such ~~termination, and upon~~termination. Upon termination of employment 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, the Company will reimburse each of ~~Messrs. Gobe, Schorlemer, Muñoz and Wilson~~the Named Executive Officers for the full amount of the COBRA premiums for up to ~~12 months (or~~ 18 months for Mr. ~~Gobe).~~Sledge and up to 12 months for Messrs. Schorlemer, Muñoz, Fietz and Mitchell. The COBRA reimbursement amount is based on the premiums in effect on December 31, ~~2020~~2023 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. Mr. Wilson was not a participant in the Company’s medical plans as of December 31, 2020, so no value is included in this table for such benefit. Mr. Smith is not a participant in the Second Amended Executive Severance Plan and is not entitled to any COBRA reimbursements.

(8)

For the RSUs, these amounts are calculated by multiplying the number of RSUs that would have become vested upon the applicable event by ~~$7.39,~~$8.38 the closing price of our common stock on December 31, 2020. The unvested stock options have an exercise price of $14.00, which is $6.61 more than the market value of our common stock on December 31, 2020, so the value of any accelerated stock options has not been included in this table. These amounts are calculated for the PSUs by multiplying the number of PSUs that would become vested upon the applicable event by $7.39, the closing price of our common stock on December 31, 2020. The number of PSUs used in such calculation reflects actual performance as of December 31, 2020, which was at target for all outstanding PSUs such that target performance is used for purposes of calculating the value of the PSUs in this table. However,29, 2023. PSUs that vest as a result of a Named Executive Officer’s death ~~Disability~~ or ~~Retirement~~Disability 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.

~~Redman Separation Agreement~~

~~On March 13, 2020, Mr. Redman and~~ As of December 31, 2023, actual performance for the ~~Company entered into the Redman Separation Agreement, pursuant to which Mr. Redman’s employment with the Company terminated on March 13, 2020 (the~~

“Redman Separation Date”). Under the Redman Separation Agreement, Mr. 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. Redman’s employment agreement):

•

~~Lump-sum cash payment equal to $38,217 for his accrued but unused vacation days;~~

•

~~Extension of the exercise period of Mr. Redman’s stock options granted under the Stock Option Plan and the 2017 LTIP that have become vested and are outstanding as of the Redman Separation Date~~2022 PSUs was below threshold such that ~~they shall not be forfeited on the 91st day following the Redman Separation Date pursuant to the terms~~0% of ~~the applicable plans but instead shall remain outstanding and eligible to~~such PSUs would become earned upon a Named Executive Officer’s death or Disability, so no value is included in this table for such award. For PSUs that vest ~~until the one-year anniversary~~upon termination of ~~the Redman Separation Date;~~

•

The ability to exercise his vested and unexercised stock options using a “cashless exercise” during the extended exercise period such that Mr. Redman does not have to deliver any cash to exercise such stock options but the number of shares of common stock deliveredemployment by the Company ~~upon the exercise of such stock options shall be reduced~~without Cause or by the ~~number of shares equal to the value of the exercise price and the applicable tax withholding; and~~

•

~~Full reimbursement of the cost of continuation coverage~~Named Executive Officer for Mr. 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. Redman becomes covered under the group health plan of another employer.

~~Mr. Redman forfeited all unvested equity awards in connection with his separation pursuant to the terms of the 2017 LTIP.~~

~~The table below quantifies the value of the payments and benefits received by Mr. Redman pursuant to the Redman Separation Agreement.~~

~~Type of Benefits~~	~~Severance~~ ~~Payments~~ ~~($)~~
~~Vacation Payout~~		~~38,217~~
~~Stock Option Extension(1)~~		~~679,239~~
~~COBRA Subsidy(2)~~		~~20,045~~
~~Total~~		~~737,501~~

~~(1)~~

~~The value of the stock option extension is equal to the fair value upon modification of such awards, calculated in accordance with FASB ASC Topic 718.~~

~~(2)~~

The COBRA reimbursement amount is based on the premium in effect on the Redman Separation Date and Mr. 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.

~~Holderness Separation Agreement~~

On October 23, 2020, Mr. Holderness and the Company entered into the Holderness Separation Agreement, pursuant to which Mr. Holderness’s employment with the Company terminated on October 30, 2020 (the “Holderness Separation Date”). Under the Holderness Separation Agreement, Mr. Holderness was removed as a participant in the Second Amended Executive Severance Plan and 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 obligations with respect to confidentiality, non-competition, non-solicitation and non-disparagement:

•

~~Lump-sum cash payment equal to $11,175 for his accrued but unused vacation days;~~

•

~~Accelerated vesting of the 9,702 RSUs granted on October 7, 2019 that remain outstanding as of the Holderness Separation Date and the 41,797 RSUs granted on February 11, 2020,~~Good Reason, in each case, ~~under the 2017 LTIP, which will be settled upon the earlier to occur of (i) the date that is~~within one ~~day~~year following ~~the six-month anniversary of the Holderness Separation Date and (ii) Mr. Holderness’s death;~~

•

~~Deemed satisfaction of the service requirement with respect to all 14,552 target PSUs originally granted on October 7, 2019 and 41,797 target PSUs originally granted on February 11, 2020,~~a Change in each case, under the 2017 LTIP, such that such PSUs will remain outstanding and eligible to vest based on the Company’s actual performance over the relevant performance period and such vested PSUs, if any, shall be settled at the time originally specified in the applicable award agreement; and

•

~~Payment of reasonable legal costs incurred by Mr. Holderness during the negotiation of the Holderness Separation Agreement.~~

In addition to the above described severance payments and benefits received by Mr. Holderness pursuant to the Holderness Separation Agreement, the Company also granted Mr. Holderness a discretionary cash bonus for 2020 in light of his exemplary work during 2020.

~~The table below quantifies the value of the payments and benefits received by Mr. Holderness pursuant to the Holderness Separation Agreement.~~

~~Type of Benefits~~	~~Severance~~ ~~Payments~~ ~~($)~~
~~Vacation Payout~~		~~11,175~~
~~RSU Acceleration(1)~~		~~203,421~~
~~PSU Acceleration(1)~~		~~222,579~~
~~Attorneys’ Fees~~		~~5,366~~
~~Discretionary Cash Bonus(2)~~		~~279,340~~
~~Total~~		~~721,881~~

~~(1)~~

For the RSUs and PSUs, this amount is calculated by multiplying the number of RSUs that were vested on the Holderness Separation Date by $3.95, the closing price of our common stock on the Holderness Separation Date. The number of PSUs used in such calculation reflects actual performance as of December 31, 2020, which was at target for all outstanding PSUs such that target performance is used for purposes of calculating the value of the PSUs in this table. However, Mr. Holderness’s PSUs will vest based onControl, actual performance as of the ~~end~~date of the ~~applicable performance period,~~Change in Control is used and, as a result, the amounts included reflect estimated payouts of such PSUs. As of December 31, 2023, the actual performance was at 0% for the PSUs granted in 2022 and approximately 73.33% for the PSUs granted in 2023, such that 0% of the 2022 PSUs would become earned upon such a termination of employment, so no value is included in this table for such award.

Pay versus Performance

As required by Item 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship between executive compensation and the Company’s financial performance for each of the four years in the period ended December 31, 2023. In accordance with the applicable SEC rules, the adjustments described and quantified below were made to the values reported in the Summary Compensation Table for each applicable year to determine the “actual” compensation paid to our Principal Executive Officers (“PEOs”) and the average “actual” compensation paid to our other Named Executive Officers (“NEOs”).

56 |ir.propetroservices.com

TABLE OF CONTENTS

Executive Compensation

The following table summarizes compensation values reported in the Summary Compensation Table for our PEO and the average for our other NEOs, as compared to “compensation actually paid” or “CAP” and the Company’s financial performance for the years ended December 31, 2023, 2022, 2021, and 2020:

Year	Summary Compensation Table Total for First PEO(1)			Summary Compensation Table Total for Second PEO(1) (2)			Compensation Actually Paid to First PEO(1) (2)			Compensation Actually Paid to Second PEO(1) (2)			Average Summary Compensation Table Total for Non-PEO NEOs(1) (2)			Average Compensation Actually Paid to Non-PEO NEOs(1)			Value of Initial Fixed $100 Investment Based On:						Net Income (Loss) (in thousands)			Adjusted EBITDA (in thousands)(3)
Year	Summary Compensation Table Total for First PEO(1)			Summary Compensation Table Total for Second PEO(1) (2)			Compensation Actually Paid to First PEO(1) (2)			Compensation Actually Paid to Second PEO(1) (2)						Average Compensation Actually Paid to Non-PEO NEOs(1)			TSR			Peer Group TSR(3)			Net Income (Loss) (in thousands)			Adjusted EBITDA (in thousands)(3)
(a)	(b)			(b)			(c)			(c)			(d)			(e)			(f)			(g)			(h)			(i)
2023			N/A		$	5,787,960			N/A		$	3,198,910		$	2,885,029		$	1,983,266		$	74.49		$	129.96		$	86,000		$	404,000
2022			N/A		$	5,028,294			N/A		$	3,096,235		$	6,276,617		$	1,773,093		$	92.18		$	153.12		$	2,030		$	316,590
2021		$	6,862,469		$	3,164,649		$	5,192,291		$	2,999,764		$	2,463,661		$	2,133,954		$	72.00		$	80.32		$	(54,185)		$	135,007
2020		$	5,095,728			N/A		$	7,962,437			N/A		$	2,129,704		$	370,329		$	65.69		$	64.05		$	(107,020)		$	141,463

(1)

The first and second PEOs reflected in columns (b) and (c) represent Phillip Gobe and Samuel Sledge, respectively. The non-PEO Named Executive Officers reflected in column (d) and (e) represent the following individuals by year:

2023 – David S. Schorlemer, Adam Muñoz, Shelby Fietz, and John J. “Jody” Mitchell

2022 – Phillip Gobe, David S. Schorlemer, Adam Muñoz, and Newton W. Wilson III

2021 – David S. Schorlemer, Adam Munoz, and Newton W. Wilson III

2020 – Dale Redman, Darin G. Holderness, David S. Schorlemer, Jeffrey Smith, David Sledge, Adam Munoz, and Newton W. Wilson III

(2)

The Company ~~elected to pay a discretionary annual cash bonus to Mr. Holderness for his exemplary work during 2020.~~

~~Sledge Separation Agreement~~

~~On December 17, 2020, Mr. Sledge~~deducted from and ~~the Company entered into the Sledge Separation Agreement pursuant to which Mr. Sledge’s employment with the Company terminated on December 31, 2020 (the “Sledge Separation Date”). Pursuant~~added to the ~~terms of the Sledge Separation Agreement, Mr. Sledge became entitled to receive~~Summary Compensation Table total compensation the following ~~benefits, subject~~amounts 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. Sledge’s employment agreement)::

•

~~Lump-sum cash payment equal to $44,952 for his accrued but unused vacation days;~~

•

~~Cash severance equal to $1,015,000, payable in substantially equal installments~~calculate compensation actually paid in accordance with Item 402(v) of Regulation S-K as disclosed in columns (c) and (e) for the PEO (Samuel Sledge) and Non-PEO NEOs in 2023. As the Company’s ~~normal payroll practices during~~NEOs do not participate in any defined benefit plans, no adjustments were required to amounts reported in the ~~period beginning on~~Summary Compensation Table totals related to the ~~expiration~~value of ~~the release revocation period~~benefits under such plans.

		2023
PEO SUMMARY COMPENSATION TABLE TOTALS	$	5,787,960
Add (Subtract):
Fair value of equity awards granted during the year from the Summary Compensation Table		(4,210,746)
Fair value at year end of equity awards granted during the year		3,216,905
Fair value of equity awards granted and vested during the year		—
Change in fair value of equity awards granted in prior years that were unvested as of the end of the year		(622,690)
Change in fair value of equity awards granted in prior years that vested during the year		(63,896)
Equity awards granted in prior years that were forfeited during the year		(908,623)
Dividends or other earnings paid on equity awards during the year
Total Equity Award Related Adjustments		(2,589,050)
COMPENSATION ACTUALLY PAID TOTALS	$	3,198,910

		2023
NON-PEO NEOS SUMMARY COMPENSATION TABLE TOTALS	$	2,885,029
Add (Subtract):
Fair value of equity awards granted during the year from the Summary Compensation Table		(1,969,028)
Fair value at year end of equity awards granted during the year		1,614,860
Fair value of equity awards granted and vested during the year		—
Change in fair value of equity awards granted in prior years that were unvested as of the end of the year		(208,949)
Change in fair value of equity awards granted in prior years that vested during the year		(22,445)
Equity awards granted in prior years that were forfeited during the year		(316,201)
Dividends or other earnings paid on equity awards during the year		—
Total Equity Award Related Adjustments		(901,764)
AVERAGE COMPENSATION ACTUALLY PAID TOTALS	$	1,983,266

(3)

The Peer Group in this column consists of Liberty Energy Inc., RPC, Inc., Calfrac Wells Services Ltd., Patterson-UTI Energy, Inc. and ~~ending on the first anniversary of the Sledge Separation Date;~~Mammoth Energy Services, Inc. Nextier Oilfield Solutions Inc. was included in last year’s Peer Group, but was omitted from this year because it merged with Patterson-UTI Energy, Inc. in September 2023.

PROPETRO 2024 Proxy Statement| 57

TABLE OF CONTENTS

Executive Compensation

(4)

The Company defines EBITDA as earnings before (i) interest expense, (ii) income taxes, and (iii) depreciation and amortization. The Company defines Adjusted EBITDA as EBITDA, plus (a) loss/(gain) on disposal of assets, (b) loss/

•

~~Satisfaction~~(gain) on extinguishment of debt, (c) stock-based compensation, and (d) 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. For a more detailed definition of the ~~service requirement for his annual bonus under the Bonus Plan for the 2020 calendar year, such that Mr. Sledge’s 2020 bonus, equal~~non-GAAP financial measure of Adjusted EBITDA and reconciliation of Adjusted EBITDA to ~~$316,585, was based on actual performance for the 2020 calendar year and paid to Mr. Sledge at the time such bonuses were paid to other participants in the Bonus Plan;~~

•

Reimbursement for the difference between the cost of continuation coverage for Mr. Sledge, his spouse and eligible dependents, if any, under the Company’s group health plans pursuant to COBRA and the employee contribution amount that current employees of the Company pay to elect the same or similar coverage under such group health plans for up to 18 months following the Sledge Separation Date;

•

Accelerated vesting as of the Sledge Separation Date of 29,997 stock options granted on March 16, 2017 under the 2017 LTIP that are scheduled to vest during the one-year period following the Sledge Separation Dateour most directly comparable financial measures calculated in accordance with GAAP, please read “How We Evaluation Our Operations” in our Form 10-K filed for the ~~terms of the applicable award agreements governing such awards;~~year ended December 31, 2023.

•
(5)

~~Accelerated vesting as of the Sledge Separation Date of 30,034 RSUs granted under the 2017 LTIP that are scheduled~~The CAP for non-PEO NEOs for fiscal year 2020 is significantly lower than fiscal years 2021, 2022 and 2023 due to ~~vest during the one-year period following the Sledge Separation Date in accordance with the terms of the applicable award agreements governing such awards;~~

•

Deemed satisfaction of the service requirement with respect to the 26,012 target PSUs originally granted on April 18, 2018 under the 2017 LTIP, such that such PSUs vested on December 31, 2020 in accordance with the terms of the applicable award agreement governing such award and were settled based onDale Redman, the Company’s ~~actual performance over the applicable performance period at the time originally specified in the applicable award agreement;~~

•

~~Deemed satisfaction of the service requirement with respect to the 26,471 target PSUs originally granted on March 18, 2019 under the 2017 LTIP, such that such PSUs will remain~~former Chief Executive Officer and an NEO for fiscal year 2020, forfeiting all outstanding and eligible to vest based on the Company’s actual performance over the relevant performance period and such vested PSUs, if any, shall be settled at the time originally specified in the applicable award agreement;

•

Extension of the exercise period of Mr. Sledge’s stock options granted under the Stock Option Plan and the 2017 LTIP that have become vested and are outstanding as of the Sledge Separation Date such that they shall not be forfeited on the 91st day following the Sledge Separation Date pursuant to the terms of the applicable plans but instead shall remain outstanding and eligible to vest until June 14, 2023; and

•

~~Payment of reasonable legal costs incurred by Mr. Sledge for a review of the Sledge Separation Agreement.~~

~~Upon the Sledge Separation Date, Mr. Sledge forfeited all other~~ unvested equity awards in connection with his ~~separation pursuant~~resignation on March 13, 2020. Pursuant to Item 402(v) of Regulation S-K, the ~~terms of the 2017 LTIP.~~

~~The table below quantifies the~~fair value of ~~the payments and benefits received or to be received by Mr. Sledge pursuant to the Sledge Separation Agreement.~~

~~Type of Benefits~~	~~Severance~~ ~~Payments~~ ~~($)~~
~~Vacation Payout~~		~~44,952~~
~~Cash Severance~~		~~1,015,000~~
~~2020 Annual Bonus Payout~~		~~316,585~~
~~COBRA Subsidy(1)~~		~~11,724~~
~~RSU Acceleration(2)~~		~~221,951~~
~~PSU Acceleration(2)~~		~~387,849~~
~~Stock Option Extension(3)~~		~~1,400,783~~
~~Attorneys’ Fees~~		~~11,534~~
~~Total~~		~~3,410,378~~

~~(1)~~

~~The COBRA reimbursement amount is based on the premium in effect on the Sledge Separation Date and Mr. Sledge’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.~~

~~(2)~~

For the RSUs and PSUs, these amounts are calculated by multiplying the number of RSUs and PSUs that were vested on the Sledge Separation Date by $7.39, the closing price of our common stock on the Sledge Separation Date. The number of PSUs that were granted in 2019 and remain outstanding and eligible to vest based on actual performance used in such calculation reflects actual performance as of December 31, 2020, which was at target such that target performance is used for purposes of calculating the value of the PSUs in this table. However, Mr. Sledge’s PSUs will vest based on actual performanceforfeited equity awards as of the end of the ~~applicable performance period, and,~~prior fiscal year is taken as a ~~result,~~deduction in calculating CAP, which fair value was equal to $5,278,134.

58 |ir.propetroservices.com

TABLE OF CONTENTS

Executive Compensation

NARRATIVE DISCLOSURE TO PAY VERSUS PERFORMANCE TABLE

CAP and Company TSR

The PEOs’ and other NEOs’ CAP generally align with the ~~amounts included reflect estimated payouts~~Company’s TSR over the three years presented in the table. This is primarily because a significant portion of ~~such PSUs.~~the CAP to the PEOs and other NEOs is comprised of equity awards. The ~~unvested stock options have an exercise price~~Company targets approximately 72% for the PEO and 68% for other NEOs of ~~$14.00, which is $6.61 more than the market value of our common stock on the Sledge Separation Date, so~~ the value of ~~any accelerated stock options has not been included~~total compensation to be comprised of equity-based awards, including RSUs and PSUs. For more detail regarding the Company’s equity awards, please see “Compensation Discussion and Analysis—What Guides Our Program” in this ~~table.~~proxy statement.

~~(3)~~
Company TSR vs. Peer Group TSR

The ~~value~~Company’s cumulative TSR over the four year period was -25.51%, which underperformed the Peer Group TSR over the four period of 29.96%. Pursuant to Item 402(v) of Regulation S-K, the Company used the same peer group used for purposes of Item 201(e) of Regulation S-K, which is different than the peer group used for measuring performance of PSUs. The Company’s PSUs vest based on the performance of the ~~stock option extension is equal~~Company’s TSR relative to the ~~fair value upon modification~~TSR of ~~such~~the companies in our performance peer group during three-year performance periods. For more information of the performance peer group used for PSUs please see “Compensation Discussion and Analysis—What Guides Our Program—Use of Peer Compensation Data” in this proxy statement.

CAP vs. Net Income

The Company’s net income has steadily increased while the PEOs’ and other NEOs’ CAP has varied significantly each year. This is due to the emphasis the Company places on equity-based awards, ~~calculated~~which are sensitive to changes in ~~accordance with FASB ASC Topic 718.~~the price of the Company’s common stock. In addition, the Company does not use net income to determine compensation levels or equity-based award payouts.

CAP vs. Adjusted EBITDA (the Company-Selected Measure)

The Company’s Adjusted EBITDA has steadily increased while the PEOs’ and other NEOs’ CAP has varied significantly each year. This is due to the emphasis the Company places on equity-based awards, which are sensitive to changes in the price of the Company’s common stock. The Company uses Adjusted EBITDA as a performance metric for annual cash incentive awards granted under the Annual Bonus Plan. For fiscal year 2023, 40% of each NEO’s annual cash incentive was based on the achievement of Adjusted EBITDA.

Tabular Disclosure of Most Important Measures to Determine FY2023 CAP

The measures listed below represent the most important financial performance measures that we used to determine CAP for fiscal year 2023. For more detail regarding these financial performance measures, please see “Compensation Discussion and Analysis—What Guides Our Program” in this proxy statement.

	Most Important Financial Performance Measures
	Adjusted EBITDA
	Relative TSR
	Free Cash Flow

PROPETRO 2024 Proxy Statement| 59

TABLE OF CONTENTS

Executive Compensation

CEO Pay Ratio

~~2020 CEO Pay Ratio~~

As of December 31, ~~2020,~~2023, the Company employed approximately ~~1,100~~1,997 people, all in the United States. Using a consistently applied compensation measure, we determined as of December 31, ~~2020~~2023 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.

To identify the median compensated employee, we used total annual cash compensation, including base salary, actual bonus paid and overtime and allowances, as applicable. Salaries were annualized for those full- and part-time employees who did not work for the full year. Reasonable estimates of cash compensation were made for those employees who were hired during ~~2020~~2023 using current base salary and target bonus amounts and any overtime or allowances paid during ~~2020.~~2023. 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 ~~$86,000~~$106,876 for ~~2020.~~2023. This calculation is the same calculation used to determine total compensation for purposes of the ~~2020~~2023 Summary Compensation Table with respect to each of the Named Executive Officers.

Our Chief Executive Officer’s ~~2020~~2023 total compensation was ~~$5,105,198.~~$5,787,960. Therefore, the ratio of our Chief Executive Officer’s compensation to the median employee’s compensation was approximately 5954 to 1 for ~~2020.~~2023.

Employee

2023 Annual Total
Compensation
($)

Estimated Pay
Ratio

Chief Executive Officer

5,787,960

54:1

Median employee, other than our CEO

106,876

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. Accordingly, the pay ratio disclosed by other companies may not be comparable to the Company’s pay ratio as disclosed above. Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions.

Equity Compensation Plan Information

The table below sets forth information regarding awards outstanding under the ~~Stock Option Plan, the~~ 2017 LTIP and the Amended 2020 LTIP, as of December 31, ~~2020:~~2023:

Plan Category
Number of securities
to be issued
upon exercise of
outstanding options,
warrants and rights(1)

Weighted average
exercise price of
outstanding options,
warrants and rights

Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))(2)

(a) (b) (c)
Equity compensation plans approved by security holders 6,384,988 $ 4.82 4,749,831

Plan Category

Number of Securities
to Be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights(1)
(#)
(a)

Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
($)
(b)

Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))(2)
($)
(c)

Equity compensation plans approved
by security holders

3,807,705

14.00

5,113,735

Equity compensation plans not approved by security holders

―

Total

3,807,705

14.00

5,113,735

Plan Category
Number of securities
to be issued
upon exercise of
outstanding options,
warrants and rights(1)

Weighted average
exercise price of
outstanding options,
warrants and rights

Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))(2)

(a) (b) (c)
Equity compensation plans not approved by security holders — — —
Total 6,384,988 $ 4.82 4,749,831

(1)

Includes ~~3,622,763~~179,804 option awards ~~granted under the Stock Option Plan; 577,578 option awards, 1,165,369~~and 2,263,876 RSU awards and ~~1,003,886~~1,364,025 PSU awards (assuming achievement of target payout of 100%) ~~granted under the 2017 LTIP; and 15,392 PSUs~~ granted under the 2020 LTIP. The weighted average exercise price in column (b) does not take the RSU awards or PSU awards into account.

(2)

This column reflects the number of awards that remain available for future issuance pursuant to the 2020 LTIP as of December 31, ~~2020.~~2023. No further awards may be granted under the ~~Stock Option Plan or the~~ 2017 LTIP.

60 |ir.propetroservices.com

TABLE OF CONTENTS

~~PROPOSAL 3~~

~~RATIFICATION OF APPOINTMENT OF~~
~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

				Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee has selected ~~Deloitte & Touche~~RSM US LLP, independent registered public accounting firm, to audit our consolidated financial statements for the fiscal year ending December 31, ~~2021. Deloitte & Touche LLP has served as our independent registered public accounting firm since 2013.~~2024. We are asking the stockholders to ratify the appointment of ~~Deloitte & Touche~~RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2021. Deloitte & Touche~~2024. RSM US LLP was appointed by the Audit Committee in accordance with its charter.

In the event stockholders fail to ratify the appointment, the Audit Committee may reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent accounting firm at any time during the year if the Audit Committee determines that such a change would be in our and our stockholders’ best interests. ~~The Audit Committee has pre-approved all services provided by Deloitte & Touche LLP.~~

It is expected that one or more representatives of ~~Deloitte & Touche~~RSM US LLP will be available to participate in the ~~2021~~2024 annual meeting and will be given the opportunity to make a statement if they so desire. It also is expected that the representative(s) will be available to respond to appropriate questions from the stockholders. Representatives of Deloitte & Touche LLP, our independent registered public accounting firm for the year ended December 31, 2022, will not be present at the annual meeting and will not have an opportunity to make a statement, if they desire to do so, or to respond to appropriate questions from the stockholders.

~~Vote Required~~

Change in Independent Registered Public Accounting Firm

On February 24, 2023, the Audit Committee dismissed Deloitte & Touche LLP as our independent registered public accounting firm. Deloitte & Touche LLP served as our independent registered public accounting firm since 2013.

During our two most recent fiscal years ended December 31, 2022 and December 31, 2021 and during the subsequent interim period from January 1, 2023 through February 24, 2023, (i) there were no disagreements with Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Deloitte & Touche LLP’s satisfaction, would have caused Deloitte & Touche LLP to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

The audit reports of Deloitte & Touche LLP on our consolidated financial statements for each of the two most recent fiscal years ended December 31, 2022 and December 31, 2021 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

On February 24, 2023, the Audit Committee approved the engagement and appointment of RSM US LLP, independent registered public accounting firm, to audit our consolidated financial statements for the fiscal year ending December 31, 2023.

During our two most recent fiscal years ended December 31, 2022 and December 31, 2021, and for the subsequent interim period through February 24, 2023, neither the Company nor anyone on its behalf consulted RSM US LLP regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the consolidated financial statements of the Company, in connection with which either a written report or oral advice was provided to the Company that RSM US LLP concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

PROPETRO 2024 Proxy Statement| 61

TABLE OF CONTENTS

Audit Matters

VOTE REQUIRED

The approval of the ratification of the appointment of ~~Deloitte & Touche~~RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2021~~2024 requires the affirmative vote of the holders of a majority of the shares represented at the meeting ~~online~~(in person or by ~~proxy,~~proxy) and entitled to vote. As a result, abstentions will have the same effect as votes ~~against~~“AGAINST” this proposal. We do not expect any broker non-votes in connection with this proposal.

The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

62 |ir.propetroservices.com

TABLE OF CONTENTS

Audit Matters

Auditor Fees for Fiscal Years 2023 and 2022

The following table sets forth the fees incurred by us in fiscal years 2023 and 2022 for services performed by RSM US LLP and Deloitte & Touche LLP:

Deloitte & Touche LLP

	Year Ended December 31,
	2023 ($)		2022 ($)
Audit fees(1)		265,746		1,871,069
All other fees(2)		135,782		96,337
Total fees		401,528		1,967,406

RSM US LLP

Year Ended December 31,

2023
($)

2022
($)

Audit fees(1)

1,476,626

n/a

All other fees(2)

n/a

Total fees

1,476,626

n/a

(1)

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.

(2)

All other fees consisted principally of fees for tax compliance and tax advice.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm

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. 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. For the year ended December 31, 2023, the Audit Committee approved 100% of the services described above under the captions “Audit Fees” and “All Other Fees”.

Report of the Audit Committee

The Audit Committee assists our Board ~~Recommendation~~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.

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. 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. The independent auditor reports directly to the Audit Committee.

PROPETRO 2024 Proxy Statement| 63

TABLE OF CONTENTS

Audit Matters

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.

Management is also responsible for objectively reviewing and evaluating the adequacy, effectiveness, and quality of our system of internal control over financial reporting. Our independent auditor is responsible for performing an independent audit of the consolidated financial statements.

The Audit Committee’s responsibility is to monitor and oversee these processes and the engagement, independence, and performance of our independent auditor. The Audit Committee relies, without independent verification, on the information provided to it and on the representations made by management and the independent auditor.

The Audit Committee met with RSM US LLP, our independent auditor for the fiscal year ended December 31, 2023, and discussed the overall scope and plans for their audit and 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. 1301, as adopted by the Public Company Accounting Oversight Board.

RSM US LLP 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 communications with the Audit Committee concerning independence, and the Audit Committee discussed RSM US LLP’s independence with RSM US LLP. When considering the independence of RSM US 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.

The Audit Committee has reviewed and discussed our audited consolidated financial statements for the fiscal year ended December 31, 2023 with management and RSM US LLP. Based on the Audit Committee’s review of the audited consolidated financial statements and the meetings and discussions with management and RSM US LLP, 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 our Annual Report on Form 10-K as filed with the SEC.

The Audit Committee of the Board of Directors

ANTHONY J.
BEST

G. LARRY
LAWRENCE

Mary P.
Ricciardello

Chair

64 |ir.propetroservices.com

TABLE OF CONTENTS

STOCK OWNERSHIP INFORMATION

Security Ownership of Certain Beneficial Owners and Management

PRINCIPAL STOCKHOLDERS

The following table presents certain information as of February 26, 2024, based on 109,523,281 shares of common stock outstanding as of such date, as to:

•

each stockholder known by us to be the beneficial owner of more than five percent of our outstanding shares of common stock,

•

each director and director nominee,

•

each Named Executive Officer, and

•

all current directors and executive officers as a group.

Unless otherwise indicated, the address for each beneficial owners in this table is c/o ProPetro Holding Corp., 303 W. Wall Street, Suite 102, Midland, Texas 79701.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percentage Beneficially Owned
5% Stockholders
Pioneer Natural Resources Company(1) 5205 N. O’Connor Blvd., Suite 200 Irving, Texas 75039-3746		16,600,000		15.2%
BlackRock, Inc.(2) 50 Hudson Yards New York, New York 10001		19,062,570		17.4%
The Vanguard Group(3) 100 Vanguard Boulevard Malvern, Pennsylvania 19355		11,491,781		10.5%
Dimensional Fund Advisors LP(4) 6300 Bee Cave Road, Building One Austin, TX 78746		7,293,490		6.7%

Name of Beneficial Owner

Number of Shares
Beneficially Owned(5)

Percentage
Beneficially Owned

Directors

Phillip A. Gobe

189,745

Samuel D. Sledge

184,236

Spencer D. Armour III

99,152

Mark S. Berg

12,274

Anthony J. Best

93,000

Michele Vion

46,784

G. Larry Lawrence

55,029

Jack B. Moore

99,152

Mary P. Ricciardello

24,745

Named Executive Officers

David S. Schorlemer

108,492

Adam Muñoz

100,707

John J. Mitchell

16,352

Shelby Fietz

23,848

Celina A. Davila

11,249

All Directors and Executive Officers as a Group (13 Persons)

1,066,804

Less than 1%.

PROPETRO 2024 Proxy Statement| 65

TABLE OF CONTENTS

Stock Ownership Information

(1)

Based on a Schedule 13D filed on January 7, 2019. Represents shares of our common stock beneficially owned by Pioneer. 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.

(2)

Based on a Schedule 13G/A filed on January 22, 2024. Represents shares of our common stock held by BlackRock, Inc. and certain of its affiliates, referred to collectively as BlackRock. BlackRock has sole voting power over 17,945,551 shares and sole dispositive power over 19,062,570 shares.

(3)

Based on a Schedule 13G/A filed on February 13, 2024. Represents (i) 0 shares over which The Vanguard Group has sole voting power (ii) 157,045 shares over which The Vanguard Group has shared voting power, (iii) 11,259,091 over which The Vanguard Group has sole dispositive power, and (iv) 232,690 over which The Vanguard Group has shared dispositive power.

(4)

Based on Schedule 13G filed on February 9, 2024. Represents shares of our common stock beneficially owned by Dimensional Fund Advisors LP’s commingled funds, group trusts and separate accounts (such investment companies, trusts and certain accounts, collectively referred to as the “Funds”). Represents (i) 7,175,590 shares over which the Funds have sole voting power (ii) 0 shares over which the Funds have shared voting power, (iii) 7,293,490 shares over which the Funds have sole dispositive power and (iv) 0 shares over which the Funds have shared dispositive power.

(5)

Includes the following number of shares of common stock that are issuable upon the vesting of RSUs that are eligible to vest within 60 days: Mr. Gobe (21,116 shares), Mr. Armour (21,116 shares), Mr. Best (21,116 shares), Ms. Vion (21,116 shares), Mr. Lawrence (21,116 shares), Mr. Moore (21,116 shares), Ms. Ricciardello (21,116 shares) and Mr. Mitchell (2,039 shares).

66 |ir.propetroservices.com

TABLE OF CONTENTS

ADDITIONAL INFORMATION

Information about the Annual Meeting and Voting

Our Board of Directors is soliciting proxies for the 2024 annual meeting of stockholders, and at any continuations, adjournments or postponements of the meeting, to be held:

When			Where				Record Date			Date of Distribution
April 23, 2024 10:00 a.m. Central Time			2518 FM 307 Midland, Texas 79706				February 26, 2024			This proxy statement and our 2023 Annual Report on Form 10-K will be mailed on or about March 21, 2024

This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 23, 2024
		This notice and the accompanying proxy statement, proxy card and our 2023 Annual Report on Form 10-K are first being mailed to stockholders on or around March 21, 2024. The proxy statement and our 2023 Annual Report on Form 10-K are also available at http://www.viewproxy.com/propetro/2024

Who can attend and vote at the meeting?

The Board ~~unanimously recommends~~set February 26, 2024 as the record date for the meeting. You can attend and vote at the meeting if you were a holder of our common stock at the close of business on the record date, February 26, 2024, or if you are a holder of a valid proxy for the meeting.

How do I attend the meeting?

To attend the annual meeting in person, you must call our Director of Corporate Development and Investor Relations at (432) 848-0871 no later than 5:00 p.m. Central Time on April 22, 2024 to have your name placed on the attendance list. To be admitted into the meeting, your name must appear on the attendance list, and you must present government-issued photo identification (such as a driver’s license or passport). If your bank or broker holds your shares in street name, you will also be required to present proof of beneficial ownership of our common stock on the record date, such as a bank or brokerage statement or a letter from your bank or broker showing that you owned shares of our common stock at the close of business on the record date. In addition, if your bank or broker holds your shares in street name, you must obtain legal proxy from your broker, bank or other nominee and present it to the inspector of election with your ballot at the meeting.

PROPETRO 2024 Proxy Statement| 67

TABLE OF CONTENTS

Additional Information

What proposals will be voted on at the meeting and how does the Board recommend that I vote?

Three proposals are scheduled to be voted upon at the meeting. At the meeting we will ask stockholders to:

Proposals	Board Recommendation		Page Reference
1 Elect the nine directors named in this proxy statement as members of the Board to serve until our 2024 annual meeting of stockholders		FOR each nominee	6
2 Approve, on an advisory basis, our named executive officers’ compensation (Say-on-Pay)		FOR	27
3 Ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024		FOR	61

How do I cast my vote?

Even if you plan to attend the annual meeting in person, we recommend that stockholders vote ~~“FOR”~~by proxy to ensure your vote is represented in the event you later decide not to attend, as well as to speed the tabulation of votes. Have your proxy card or voting instruction form in hand and follow the instructions.

INTERNET

TELEPHONE

MOBILE DEVICE

MAIL

AT THE MEETING

REGISTERED HOLDERS

www.AALVote.com/
PUMP, 24/7

Call
1 (866) 804-9616
(toll-free), 24/7

Scan the QR code

Sign, date and mail the proxy card, which you received by mail, using the postage-paid envelope provided

Attend the annual meeting and cast your ballot

BENEFICIAL OWNERS (HOLDERS IN STREET NAME)

Follow the instructions provided by your broker, bank
or other nominee

Return a properly executed voting instruction form by mail, depending upon the method(s) your broker, bank or other nominee makes available

To attend the annual meeting, you will need proof of ownership and a legal proxy from your broker, bank or other nominee

DEADLINE

11:59 p.m. Eastern Time on April 22, 2024,
if you are a registered holder

If you are a beneficial owner, please refer to the information provided by your broker, bank or other nominee

In the event that you submit a proxy but do not indicate any voting instructions, your shares will be voted as recommended by the Board on all matters, and in the discretion of the proxy holders as to any other matters that may properly come before the meeting or any continuation, postponement or adjournment of the meeting. We do not know of any other business to be considered at the meeting other than the proposals noted herein.

68 |ir.propetroservices.com

TABLE OF CONTENTS

Additional Information

If your shares are registered in the name of a broker, bank or other nominee (typically referred to as being held in “street name”), you will receive instructions from your broker, bank or other nominee that must be followed in order for your broker, bank or other nominee to vote your shares per your instructions. Many brokerage firms and banks have a process for their beneficial holders to provide instructions via the Internet or over the telephone. If Internet or telephone voting is unavailable from your broker, bank or other nominee, please complete and return the voting instruction card in the addressed, postage paid envelope provided by your broker, bank or other nominee.

In the event you do not provide instructions on how to vote, your broker may have authority to vote your shares. Under the rules that govern brokers who are voting with respect to shares that are held in street name, brokers have the discretion to vote such shares on “routine” matters, but not on non-routine matters. The only “routine” matter to be voted upon at the meeting is the ratification of the appointment of ~~Deloitte & Touche LLP~~independent auditors.

Your vote is especially important. If your shares are held by a broker, your broker cannot vote your shares for the election of directors or the non-binding advisory vote on our executive officer compensation. Therefore, please instruct your broker regarding how to vote your shares on these matters promptly. See “Vote Required” following each proposal for further information.

If you hold shares through a broker, bank or other nominee and wish to be able to vote during the meeting, you must obtain a legal proxy from your broker, bank or other nominee and present such legal proxy to the inspector of election with your ballot at the meeting if attending in person. You may only vote during the meeting by emailing a copy of your legal proxy to investors@propetroservices.com in advance of the meeting.

Can I revoke or change my proxy?

Yes. You may revoke or change a previously delivered proxy at any time before the meeting by delivering another proxy with a later date, by voting again via the Internet or by telephone, or by delivering written notice of revocation of your proxy to our General Counsel and Corporate Secretary at our principal executive offices before the beginning of the meeting. You may also revoke your proxy by attending the meeting in person and voting during the meeting, although attendance at the meeting will not, in and of itself, revoke a valid proxy that was previously delivered. If you hold shares through a broker, bank or other nominee, you must contact that nominee to revoke any prior voting instructions. You also may revoke any prior voting instructions by voting in person during the meeting if you obtain a legal proxy as described above.

Can I ask questions before or during the annual meeting?

Stockholders who wish to submit a question in advance may do so at investors@propetroservices.com. Stockholders also may submit questions live during the annual meeting. The Company is committed to transparency. All questions received before or during the annual meeting, and the Company’s responses, will be posted to our Investor Relations website at https://ir.propetroservices.com/ promptly after the annual meeting. Personal details may be omitted for data protection purposes. If we receive substantially similar questions, we may group these questions together and provide a single response to avoid repetition.

Who pays the costs of solicitation?

We will pay the costs of soliciting proxies from stockholders. Our directors, officers and regular employees may solicit proxies on behalf of us, without additional compensation, personally or by telephone. We will also request that brokers, nominees, custodians and other fiduciaries forward soliciting materials to the beneficial owners of shares held by such brokers, nominees, custodians and other fiduciaries. We will reimburse such persons for their reasonable expenses in connection therewith.

Who will count the vote?

The inspector of election will count the vote. Alliance Advisors will act as the inspector of election.

PROPETRO 2024 Proxy Statement| 69

TABLE OF CONTENTS

Additional Information

What is a “quorum”?

A quorum is the number of shares that must be present to hold the meeting. The quorum requirement for the meeting is a majority of the outstanding shares as of the record date, present in person or represented by proxy. Your shares will be counted for purposes of determining if there is a quorum if you are present in person and vote during the meeting; or have voted on the Internet, by telephone or by properly submitting a proxy card or voting instruction card by mail.

Votes withheld, abstentions and, for “routine matters” broker non-votes (discussed below) are counted as present and entitled to vote for purposes of determining a quorum.

What happens if there is not a quorum at the meeting?

Pursuant to our bylaws, the meeting may be adjourned by a majority of the shares represented at the meeting to reconvene at the same or some other place. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjournment shall be given to each stockholder of record entitled to vote at the meeting. If the adjournment is for less than 30 days, no additional notice will be delivered.

What is an abstention and how will votes withheld and abstentions be treated?

A “vote withheld,” in the case of the proposal regarding the election of directors, or an “abstention,” in the case of the proposals regarding the advisory approval of our Named Executive Officers’ compensation and the ratification of the appointment of our independent registered public accounting firm ~~for~~represent a stockholder’s affirmative choice to decline to vote on a proposal. Votes withheld have no effect on the ~~fiscal year ending December 31, 2021.~~

election of directors. Abstentions have the effect of a vote “AGAINST” in the case of the advisory approval of our Named Executive Officers’ compensation and ratification of the appointment of our independent registered public accounting firm.

What are broker non-votes and how will they be treated?

Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on “routine” matters, such as the ratification of the appointment of our independent registered public accounting firm, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as the election of directors and the advisory approval of our Named Executive Officers’ compensation. Broker non-votes will have no effect on the election of directors or the advisory approval of our Named Executive Officers’ compensation.


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


Capital Discipline	Safety Culture	Technology	Social & Governance
Strong balance sheet; disciplined capital allocation and asset deployment	Full year 2023 Total Recordable Incident Rate of 0.68	Focused on technological improvements to optimize our performance	Continued investment in our community and commitment to strong governance

Director Skills and Experience
	Audit and financial reporting	● ● ● ● ● ● ● ●●	8
	Corporate governance and ethics	● ● ● ● ● ● ● ● ●	9
	Executive leadership	● ● ● ● ● ● ● ● ●	9
	Exploration & Production, energy industry	● ● ● ● ● ● ●● ●	7
	Finance and/or investment experience	● ● ● ● ● ● ●● ●	7
	Human capital management, sustainability, or environmental stewardship	● ● ● ● ● ● ●● ●	7
	Marketing, business development and investor relations	● ● ● ● ● ● ●● ●	7
	Other public company board service	● ● ● ● ● ● ● ●●	8
	Regulatory, government and compliance	● ● ● ● ●● ● ● ●	5
	Risk management	● ● ● ● ● ● ●● ●	7
	Strategic planning and operations	● ● ● ● ● ● ● ●●	8
	Technology, engineering	● ● ●● ● ● ● ● ●	3

	Year Ended December 31,
	2020			2019
Audit Fees(1)		$	3,631,940		$	2,842,660
Audit-Related Fees(2)			—			2,960,884
All Other Fees(3)			140,665			204,621
Total Fees		$	3,772,605		$	6,008,165

				We pay a mix of compensation which includes short-term cash and long-term equity-based compensation.
				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.
				We believe that our performance metrics are reasonably challenging yet should not require inappropriate risk-taking to achieve.
				The performance metrics for awards under our ~~Amended~~ 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, as well as the individual performance of our executives, and our Compensation Committee retains discretion to modify payout amounts under the Annual Bonus Plan, as appropriate.
				The performance periods under our PSUs overlap, and our time-vested RSUs generally vest over a three-year period. This mitigates the motivation to maximize performance in any one period at the expense of others.
				Our Named Executive Officers are required to own our common stock at levels provided in our Executive Stock Ownership Guidelines.
				We have instituted a claw-back policy, which allows us to claw-back compensation in the event of a financial restatement or certain misconduct.
				We believe that we have an effective management process for developing and executing our short- and long-term business plans.
				Our compensation policies and programs are overseen by the Compensation Committee.
				The Compensation Committee retains an independent compensation consultant.

				OPTIMIZE AND INDUSTRIALIZE
				CAPITAL LIGHT ASSET TRANSITION
				STRATEGIC EXECUTION

Record Date
Stockholders who owned our common stock at the close of business on February 26, 2024 are entitled to notice of, and to vote at, the annual meeting, or any continuation, postponement, or adjournment thereof.

		Items of Business
		1 Election of nine director nominees to serve for a one-year term 2 Approval, on an advisory basis, of the compensation of our named executive officers 3 Ratification of the appointment of RSM US LLP as our independent, registered public accounting firm for the fiscal year ending December 31, 2024 4 Transaction of such other business as may properly come before the meeting

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

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

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

Voting Agenda	Board Recommendation		For More Information, See Page
1 Election of nine director nominees to serve for a one-year term		FOR each nominee	6
2 Approval, on an advisory basis, of the compensation of our named executive officers (Say-on-Pay)		FOR	27
3 Ratification of the Audit Committee’s selection of RSM US LLP as our independent auditors for 2024		FOR	61
4 Transaction of such other business as may properly come before the meeting or any adjournment thereof

					Committee Memberships
Nominees		Independent	Age	Director Since	Audit	Compensation	Nominating & Corporate Governance
	Spencer D. Armour III		70	2013	*
	Mark S. Berg		65	2019
	Anthony J. Best		74	2018
	Phillip A. Gobe		71	2019
	G. Larry Lawrence		72	2020	*

	~~The affirmative “FOR” vote of the holders of a majority of the shares represented at the meeting, online or by proxy, and entitled to vote.~~Corporate Governance Best Practices
	~~Proposal 3 — Ratification~~ Six of ~~appointment~~our nine director nominees are independent, including all Committee members Oversight in establishing and review of ~~independent registered public accounting firm.~~execution of the Company’s strategic objectives Lead Independent Director, with defined responsibilities Three of our nine director nominees are gender or ethnically diverse Balance of new and experienced directors Stock ownership guidelines for directors and executives Code of Business Conduct and Ethics			~~The affirmative “FOR” vote~~ Annual director self-evaluation and committee assessment to ensure board effectiveness All directors serving in 2023 attended over 75% of ~~the holders~~2023 meetings Regular executive sessions of ~~a majority~~independent directors Board review of ~~the shares represented at the meeting, online or by proxy,~~company’s financial performance and ~~entitled~~succession plans Robust risk oversight Commitment to ~~vote.~~Corporate Social Responsibility

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		Total ($)
Spencer D. Armour III		64,094		118,996		183,090
Mark S. Berg(3)		—		—		—
Anthony J. Best		98,914		118,996		217,910
Pryor Blackwell		41,090		118,996		160,086
Alan E. Douglas		64,094		118,996		183,090
Jack B. Moore		74,094		118,996		193,090
Michele V. Choka		65,306		170,005		235,311
G. Larry Lawrence		2,853		118,518		121,371

Name	Aggregate Number of Stock Awards (#)		Aggregate Number of Stock Option Awards (#)
Spencer D. Armour III		32,336		592,774
Mark S. Berg		—		—
Anthony J. Best		32,336		—
Pryor Blackwell(a)		—		—
Alan E. Douglas		32,336		—
Jack B. Moore		32,336		—
Michele V. Choka		32,336		—
G. Larry Lawrence		15,392		—

		ADAM MUÑOZ			Adam Muñoz has served as our President and Chief Operating Officer since August 2021, and prior to that, he served as Chief Operating Officer since January 2021 and served as Senior Vice President of Operations since March 2020. Mr. Muñoz joined the Company in 2010 to initiate ProPetro’s Permian pressure pumping operation. Prior to joining ProPetro, Mr. Muñoz held sales and operations roles at Frac Tech Services and Weatherford International. Since joining ProPetro, Mr. Muñoz has served as the Director of Business Development and Technical Services where he was responsible for overseeing the growth of the hydraulic fracturing operations as well as managing the department’s day-to-day technical services. Mr. Muñoz has most recently served as the Vice President of Frac Services where his duties included leading the hydraulic fracturing division through specific efforts to increase operational efficiencies and maximize financial productivity. Mr. Muñoz received a Bachelor of Business Marketing from The University of Texas at the Permian Basin.
		AGE 41 PRESIDENT AND CHIEF OPERATING OFFICER since August 2021

		JOHN J. “JODY” MITCHELL			Jody Mitchell has served as our General Counsel and Corporate Secretary of the Company since January 2023. Prior to his appointment as General Counsel, Mr. Mitchell served as the Company’s Vice President and Deputy General Counsel since April 2021. Before joining the Company, Mr. Mitchell served in various roles at Concho Resources Inc., a hydrocarbon exploration company acquired by ConocoPhillips in 2021 (“Concho”), from 2014 to 2021, including Director of Marketing and Midstream and, prior to that, Associate General Counsel. Before joining Concho, Mr. Mitchell served as counsel supporting the upstream and midstream businesses at Petrohawk Energy Corporation (“Petrohawk”) and at BHP Billiton following BHP Billiton’s acquisition of Petrohawk. Mr. Mitchell began his career as an associate at Locke Lord Bissell & Liddell LLP, where he concentrated on oil, gas and energy litigation and construction litigation. Mr. Mitchell holds a Bachelor of Arts from the University of Texas and a Juris Doctor from the University of Houston Law Center.
		AGE 41 GENERAL COUNSEL AND CORPORATE SECRETARY since January 2023

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

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

				Proposal 2—Advisory Vote to Approve Named Executive Officer Compensation

	29			I. EXECUTIVE COMPENSATION HIGHLIGHTS
	29			Named Executive Officers for 2023
	29			2023 Company Performance
	0			Successful Execution of Our Leadership Succession Plan
	0			Fleet Transition Investments, Strategic Growth and ESG Advancement
	30			Guiding Principles
	30			Performance-Based Compensation Philosophy
	31			Compensation Policies and Practices
	31			Say on Pay Advisory Vote
	33			II. WHAT GUIDES OUR PROGRAM
	33			Philosophy and Guiding Principles of Our Compensation Program
	34			How We Make Compensation Decisions
	35			Use of Peer Compensation Data

	35			III. ELEMENTS OF COMPENSATION AND 2023 DECISIONS IN DETAIL
	36			Base Salary
	36			Annual Cash Incentive Awards
	40			Long Term Incentive Awards
	42			Employee Benefits, Perquisites and Special Payments
	42			IV. OTHER COMPENSATION PRACTICES, POLICIES AND GUIDELINES
	0			Succession and Additional Agreements
	42			Executive Severance Plan
	43			Employee Compensation Claw-Back Policy
	43			Executive Stock Ownership Policy
	43			Prohibition on Hedging and Pledging
	43			No Tax Gross-Ups
	44			Regulatory Considerations
	44			Compensation Risk Assessment

	December 2019 Base Salary			December 2020 Base Salary
Phillip A. Gobe(1)		$	450,000		$	800,000
Dale Redman(2)		$	700,000			N/A
Darin G. Holderness(3)		$	500,000			N/A
David S. Schorlemer(4)			N/A		$	450,000
Jeffrey D. Smith(5)		$	425,000		$	425,000
David Sledge		$	425,000		$	425,000
Adam Muñoz(6)		$	375,000		$	425,000
Newton W. “Trey” Wilson III		$	400,000		$	400,000

	Final 2020 Target Bonus Award Opportunity as a Percentage of Base Salary		Value of Final 2020 Target Bonus Award Opportunity			Actual Payout as a Percentage of Target Bonus		Value of Actual 2020 Annual Bonus
Phillip A. Gobe		100%		$	800,000		74%		$	595,925
David S. Schorlemer(1)		80%		$	79,200		74%		$	59,348
Adam Muñoz		100%		$	425,000		74%		$	316,585
Newton W. “Trey” Wilson III(2)		75%		$	300,000		106%		$	319,102

Company’s Percentile Rank in Peer Group	Payout (as a % of Target Number of PSUs Granted)		Payout (as a % of Target Number of PSUs Granted) if TSR is Below Zero
Below 25th Percentile		0%		0%
25th Percentile		50%		50%
50th Percentile		100%		100%
75th Percentile		175%		100%
90th Percentile and Above		200%		100%

Name	Number of RSUs Granted in 2020		Value of RSUs Granted in 2020(4)			Target Number of PSUs Granted in 2020		Value of PSUs Granted in 2020(4)
Phillip A. Gobe		275,839		$	1,279,995		413,758		$	2,528,726
Dale Redman(1)		83,594		$	799,995		125,391		$	1,680,239
Darin G. Holderness(2)		41,797		$	399,997		62,695		$	840,113
David S. Schorlemer		27,210		$	119,996		40,816		$	267,753
Jeffrey D. Smith		31,347		$	299,991		47,021		$	630,081
David Sledge(3)		37,617		$	359,995		56,426		$	756,108
Adam Muñoz		46,914		$	263,547		70,372		$	531,764
Newton W. “Trey” Wilson III		22,988		$	219,995		34,482		$	462,059

Name and Principal Position	Year		Salary(1) ($)		Bonus(2) ($)		Stock Awards(3) ($)		Option Awards(3) ($)		Non Equity Incentive Plan Compensation(4) ($)		All Other Compensation(5) ($)		Total ($)
Phillip A. Gobe(6) Chief Executive Officer		2020		675,632		—		3,808,721		—		595,925		15,450		5,095,728
Phillip A. Gobe(6) Chief Executive Officer		2019		142,078		32,000		422,370(9)		—		118,000		—		714,448
Dale Redman(6) Former Chief Executive Officer		2020		199,755		—		2,480,234		679,239		—		7,795		3,367,023
		2019		700,000		—		4,975,572		—		—		49,336		5,724,908
		2018		684,615		—		3,360,534		—		1,400,000		304,863		5,750,012
Darin G. Holderness(7) Former Chief Financial Officer		2020		403,689		—		1,730,354		—		—		328,593		2,462,636
Darin G. Holderness(7) Former Chief Financial Officer		2019		159,035		35,000		286,093		—		165,000		20,725		665,853
David S. Schorlemer(8) Chief Financial Officer		2020		101,435		125,000		387,749		—		59,348		69,218		742,750
David S. Schorlemer(8) Chief Financial Officer
Jeffrey D. Smith(6) Former Chief Administrative Officer		2020		418,578		158,293		930,072		—		—		11,400		1,518,343
		2019		483,558		—		1,658,543		—		—		10,800		2,152,901
		2018		500,000		—		1,344,232		—		750,000		22,732		2,616,964
David Sledge Former Chief Operating Officer		2020		450,512		—		1,646,441		1,400,783		—		339,519		3,837,255
		2019		425,000		—		1,492,699		—		590,000		10,800		2,518,499
		2018		425,000		—		1,209,818		—		850,000		17,887		2,502,705
Adam Muñoz Chief Operating Officer		2020		407,232		—		795,311		—		316,585		22,495		1,541,623
Adam Muñoz Chief Operating Officer
Newton W. “Trey” Wilson III General Counsel and Corporate Secretary		2020		383,242		104,102		682,054		—		240,000		28,900		1,438,298
		2019		96,923		—		286,093		—		120,000		—		503,016

Name and Principal Position	Year		Salary(1) ($)		Bonus(2) ($)		Stock Awards(3) ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation(4) ($)		All Other Compensation(5) ($)		Total ($)
Samuel D. Sledge Chief Executive Officer		2023		800,000		―		4,210,746		―		735,800		41,414		5,787,960
		2022		700,000		―		3,258,631		―		1,036,000		33,663		5,028,294
		2021		455,962		―		2,216,599		―		457,500		34,588		3,164,649
Shelby Fietz(6) Chief Commercial Officer		2023		365,193		―		3,449,874		―		414,500		56,729		4,286,296
Adam Muñoz President and Chief Operating Officer		2023		572,000		―		2,105,373		―		501,100		52,359		3,230,832
		2022		550,000		―		2,215,845		―		864,000		58,608		3,688,453
		2021		475,193		―		1,796,100		―		470,300		46,142		2,787,735
David S. Schorlemer Chief Financial Officer		2023		515,000		―		1,486,143		―		406,200		72,509		2,479,852
		2022		477,000		―		1,564,132		―		634,800		79,928		2,755,860
		2021		450,000		75,000		1,342,668		―		356,400		282,713		2,506,781
John J. “Jody” Mitchell(6) General Counsel		2023		387,000		―		834,721		―		270,000		51,414		1,543,135

Name	Vehicle Allowance Program ($)(a)		Contribution to 401(k) Plan ($)(b)		Company Vehicle Use ($)(c)		Club Dues/ Membership Fees ($)(d)		Attorney Fees ($)(e)		Relocation, Housing Allowance & Travel Benefits ($)(f)		Tax Gross-up ($)(g)		2020 Annual Bonus Paid Following Termination ($)(h)		COBRA ($)(i)		Total ($)
Phillip A. Gobe(j)		—		15,450		—		—		—		—		—		—		—		15,450
Dale Redman(j)		—		—		—		—		—		—		—		—		7,795		7,795
Darin G. Holderness		—		—		10,409		—		5,366		33,478		—		279,340		—		328,593
David S. Schorlemer		—		—		211		16,787		—		31,671		20,549		—		—		69,218
Jeffrey D. Smith		11,400		—		—		—		—		—		—		—		—		11,400
David Sledge		11,400		—		—		—		11,534		—		—		316,585		—		339,519
Adam Muñoz		11,400		3,462		—		7,633		—		—		—		—		—		22,495
Newton W. “Trey” Wilson III		11,400		13,824		—		3,676		—		—		—		—		—		28,900

Name	Termination without Cause or Resignation for Good Reason(1) ($)		Termination as a Result of Death, Disability(2) ($)		Termination as a Result of Retirement(3) ($)		Termination Without Cause Within One Year Following a Change in Control(4) ($)		Resignation for Good Reason Within One Year Following a Change in Control(4) ($)
Phillip A. Gobe
Cash Severance(5)		3,200,000		—		—		4,800,000		4,800,000
Pro-Rata Bonus(6)		—		800,000		—		800,000		800,000
COBRA Subsidy(7)		8,223		—		—		20,045		20,045
RSU & PSU Acceleration(8)		—		770,888		770,888		5,210,386		—
Total		3,208,223		1,570,889		770,888		10,830,431		5,620,045
David S. Schorlemer
Cash Severance(5)		1,215,000		—		—		1,620,000		1,620,000
Pro-Rata Bonus(6)		—		79,200		—		79,200		79,200
COBRA Subsidy(7)		6,046		—		—		18,126		18,126
RSU & PSU Acceleration(8)		—		67,027		67,027		502,712		—
Total		1,221,046		146,227		67,072		2,220,038		1,717,326
Jeffrey D. Smith
RSU & PSU Acceleration(8)		—		438,220		438,220		1,012,593		—
Total		—		438,220		438,220		1,012,593		—
Adam Muñoz
Cash Severance(5)		850,000		—		—		1,275,000		1,275,000
Pro-Rata Bonus(6)		—		425,000		—		425,000		425,000
COBRA Subsidy(7)		6,046		—		—		18,126		18,126
RSU & PSU Acceleration(8)		—		222,624		222,624		995,544		—
Total		856,046		647,624		222,624		2,713,670		1,718,126
Newton W. “Trey” Wilson
Cash Severance(5)		700,000		—		—		1,050,000		1,050,000
Pro-Rata Bonus(6)		—		300,000		—		300,000		300,000
RSU & PSU Acceleration(8)		—		224,649		224,649		603,941		—
Total		700,000		524,649		224,649		1,953,941		1,350,000

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)		Weighted average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(2)
	(a)		(b)			(c)
Equity compensation plans not approved by security holders		—			—		—
Total		6,384,988		$	4.82		4,749,831

Name	Age	Position with ProPetro Holding Corp.	Executive Officer Since
Phillip A. Gobe	68	Chief Executive Officer and Chairman of the Board	2019
David S. Schorlemer	54	Chief Financial Officer	2020
Adam Muñoz	38	Chief Operating Officer	2020
Newton W. “Trey” Wilson III	70	General Counsel and Corporate Secretary	2019
Elo Omavuezi	38	Chief Accounting Officer	2019
Samuel D. Sledge	34	Chief Strategy and Administrative Officer	2020

Proposal	Vote Requirement	Effect of Abstentions	Effect of Broker Non-Votes
1 Election of Directors	The plurality of the votes cast. This means that the nine nominees receiving the highest number of affirmative “FOR” votes will be elected as directors.	No effect	No effect
2 Say-on-Pay	The affirmative “FOR” vote of the holders of a majority of the shares represented at the meeting (in person or by proxy) and entitled to vote.	The effect of a vote “AGAINST”	No effect
3 Ratification of the Appointment of Our Independent Auditor	The affirmative “FOR” vote of the holders of a majority of the shares represented at the meeting (in person or by proxy) and entitled to vote.	The effect of a vote “AGAINST”	A broker is entitled to vote shares held for a beneficial owner on “routine” matters, without instructions from the beneficial owner of those shares

					INVESTOR RELATIONS (432) 844-0871
					ProPetro Holding Corp. Attention: General Counsel and Corporate Secretary P.O. Box 873 Midland, Texas 79702