">Petroleum Club of San Antonio, 7th7^th Floor of the Energy Plaza Building, 8620 N. New Braunfels Street, San Antonio, Texas.Texas 78217

To the Shareholders of Pioneer Energy Services Corp.:

The 2013 Annual Meeting of Shareholders of Pioneer Energy Services Corp. will be held on Wednesday, May 15, 2013, at 1:00 p.m., Central Time, at the Petroleum Club of San Antonio, 7^th Floor of the Energy Plaza Building, 8620 N. New Braunfels Street, San Antonio, Texas 78217. At the meeting, we will ask you to consider and take action on the following:

(1)

elect John Michael Rauh, who has been nominated by the board of directors, as a Class III director of the board of directors of Pioneer Energy Services Corp., to serve until our 2016 Annual Meeting of Shareholders or until his successor has been duly elected and qualified (Proposal 1);

(2)

approve an amendment and restatement of the Pioneer Energy Services Corp. Amended and Restated 2007 Incentive Plan (Proposal 2);

(3)

conduct an advisory vote to approve the compensation of the named executive officers (Proposal 3);

(4)

ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013 (Proposal 4); and

(5)

transact any other business that may properly come before the annual meeting or any adjournment or postponement of the meeting.

This notice and the attached proxy statement are first being mailed to our shareholders on or about April 10, 2012.12, 2013. Our board of directors has set the close of business on March 22, 2012,27, 2013, as the record date for determining shareholders entitled to receive notice of and vote at the annual meeting. A list of all shareholders entitled to vote is available for inspection during normal business hours at our principal executive offices at 1250 N.E. Loop 410, Suite 1000, San Antonio, Texas 78209. This list will also be available at the meeting.

Important notice regarding the availability of proxy materials for the shareholder meeting to be held on Thursday,Wednesday, May 10, 2012.15, 2013. The proxy statement, andthe 2012 annual report to shareholders and any other additional soliciting materials are available at www.pioneerproxy.com.

Your vote is very important. Whether or not you plan to attend the annual meeting, we encourage you to read the proxy statement. Further, to be sure your vote counts and to assure a quorum, please vote by Internet or sign, date and return the enclosed proxy card, whether or not you plan to attend the meeting.

San Antonio, Texas

Table of Contents

Proxy Summary

April 10,This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find further information in this proxy statement.

Eligibility to Vote (page 10)

You can vote if you were a shareholder of record at the close of business on March 27, 2013.

How to Cast Your Vote (page 10)

You can vote by any of the following methods:

•

Internet (www.voteproxy.com) until May 14, 2013;

•

Completing, signing and returning your proxy or voting instruction card before May 6, 2013; or

•

In person, at the annual meeting. If your shares are held in the name of a broker, nominee or other intermediary, you must bring with you to the meeting proof of ownership and the legal proxy card you received from your intermediary.

Business Highlights

(For more detail, please see our Form 10-K for the year ended December 31, 2012,

Early in 2012, our board of directors approved a business plan that reflected very aggressive goals for earnings per share (“EPS”), Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), return on capital employed (“ROCE”) and safety. These goals served as targets for our annual cash incentive plan. Despite our strong performance in 2012, we did not achieve some of the challenging goals set out for us in our annual cash incentive plan. However, the Compensation Committee believes that management performed very well during 2012 and delivered strong results for all of the 2012 Team Goals. Key highlights of our 2012 performance include the following:

•

Grew each of our core businesses resulting in increased revenues, Adjusted EBITDA, and margin;

•

Deployed seven new-build drilling rigs, 15 wireline units, 19 well servicing rigs, and three coiled tubing units;

•

Rebranded and changed our name to Pioneer Energy Services Corp.;

•

Integrated our new coiled tubing business;

•

Maintained high utilization of our drilling, well servicing, and wireline fleets;

•

Improved profitability in Colombia and ended the year with 100% utilization in December;

•

Achieved excellent safety results, with the lowest recordable incident rate in the history of the company;

•

Launched a cross-selling campaign to further capture synergistic gains;

•

Selected an electronic preventative maintenance system now in development with expected launch in 2013; and

•

Added a VP of Drilling to our core management team.

PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   6

Back to Contents

PIONEER DRILLING COMPANYENERGY SERVICES CORP. – 2013 Proxy Statement   7

Back to Contents

PROXY STATEMENT2012 Executive Total Compensation Mix (page 29)

FOR

2012 ANNUAL MEETINGExecutive Compensation Summary (page 39)

PARTICIPATE IN THE FUTURE OF SHAREHOLDERSPIONEER ENERGY SERVICES CAST YOUR VOTE RIGHT AWAY

It is very important that you vote to play a part in the future of Pioneer Energy Services. NYSE rules mean that if your shares are held through a broker, bank or other nominee, they cannot vote on your behalf on non-discretionary matters.

Please cast your vote right away on all of the proposals listed below to ensure that your shares are represented.

Proposals which require your vote

Vote right away

Even if you plan to attend our Annual Meeting in person, please read this Proxy Statement with care and vote right away using any of the following methods. In all cases, have your proxy card or voting instruction form in hand and follow the instructions.

Visit our Annual Meeting website

Attend our 2013 Annual Meeting of Shareholders

PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   9

Back to Contents

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

Q:   When and where is the annual meeting of shareholders?

A:

–

–

–

Q:   Who may vote?

A:

All shareholders of record as of the close of business on March 27, 2013, the record date, are entitled to vote. Shareholders are entitled to one vote per share of common stock held. As of March 27, 2013, there were 62,167,426 shares of our common stock outstanding.

Q:   What is the difference between holding shares as a shareholder of record and as a beneficial owner?

A:

If your shares are registered directly in your name with the Company’s registrar and transfer agent, American Stock Transfer & Trust Company, LLC, you are considered a shareholder of record with respect to those shares. If your shares are held in a brokerage account or bank, you are considered the “beneficial owner” of those shares.

Q:   Who may attend the meeting?

–

If you are a beneficial owner of shares, your broker, bank or other intermediary will advise you on the methods of voting your shares. Your intermediary has enclosed with this Proxy Statement a voting instruction card for you to use in directing the intermediary on how to vote your shares. The instructions from your intermediary will indicate if Internet or telephone voting is available and, if so, will provide details regarding how to use those systems.

A.

1If you are the beneficial owner of shares, you may only vote these shares in person at the annual meeting if you have requested and received a legal proxy from your broker, bank or other intermediary (the stockholder of record) giving you the right to vote the shares at the annual meeting, complete such legal proxy, and present it at the annual meeting.

Q:   When did Pioneer first distribute this proxy statement and the accompanying form of proxy to its shareholders?

A:

We first distributed this proxy statement and the accompanying form of proxy to our shareholders on or about April 12, 2013.

Q:   What happens if I am a shareholder of record and do not indicate how I wish to vote on one or more of the proposals?

A:

If you return your signed proxy card but do not indicate how you wish to vote, the persons named as proxies will vote your shares as follows: FOR election of the director nominee (Proposal 1); FOR approval of the amendment and restatement of the 2007 Incentive Plan (Proposal 2); FOR the approval, on an advisory basis, of the compensation paid to our named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K (Proposal 3); and FOR ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013 (Proposal 4). We are not aware of any other matters that may properly come before the annual meeting. If other matters are properly brought before the annual meeting, the proxy holders will vote your shares in accordance with their discretion.

PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   10

Back to Contents

Q.   What happens if I am a beneficial owner of shares and do not indicate how I wish to vote on one or more of the proposals?

A:

–

–

If you are a beneficial owner of shares, you may revoke your proxy by:

–

timely submitting new voting instructions to your broker, bank or other intermediary in accordance with their voting instructions; or

–

if you have obtained a legal proxy from your intermediary giving you the right to vote your shares, by attending the annual meeting, presenting the completed legal proxy to the Company, and voting in person.

You should be aware that simply attending the annual meeting will not in and of itself constitute a revocation of your proxy.

Q:   What constitutes a quorum?

A:

The presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares of capital stock of Pioneer entitled to vote at the meeting constitutes a quorum. We need a quorum of shareholders to hold a valid annual meeting. If you properly sign and return your proxy card, you will be considered part of the quorum.

We will count abstentions and broker non-votes as present for the purpose of establishing a quorum. A broker “non-vote” occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power for that particular proposal and has not received instructions from the beneficial owner. If a quorum is not present, a majority in interest of those present or represented at the annual meeting may adjourn the meeting, without notice other than an announcement at the meeting, until a quorum is present or represented.

PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   11

2

3

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

The following table shows the beneficial ownership of our common stock as of March 15, 2012 by (1) each person (or group of affiliated persons) who is known by us to beneficially own more than 5% of our common stock, (2) each of our directors and nominees, (3) each of the named executive officers listed in the summary compensation table in this proxy statement and (4) all our directors and executive officers as a group. As of March 15, 2012, we were not aware of any person beneficially owning more than 5% of the outstanding shares of our common stock other than those listed below. Unless otherwise indicated below, all shareholders have the same principal business address as Pioneer. All persons listed in the table below have sole votingentitled to vote on, and investment powerthat voted for or against or expressly abstained with respect to their shares unless otherwise indicated. Asthis proposal; provided that the minimum vote that will constitute shareholder approval for NYSE listing purposes is (i) the approval of March 15, 2012, there were 61,880,310a majority of the votes cast on this proposal and (ii) the total vote cast on this proposal represents over 50% of our outstanding shares of common stock. An abstention will have the effect of a vote against this proposal. A broker non-vote will not have any effect on the vote of this proposal; provided that a broker non-vote could prevent the total votes cast on this proposal from representing over 50% of our outstanding shares of common stock.

Advisory Vote on Executive Compensation. The advisory vote to approve executive compensation requires the affirmative vote of the holders of a majority of the shares of our common stock outstanding.entitled to vote on, and that voted for or against or expressly abstained with respect to this proposal. An abstention will have the effect of a vote against this proposal and a broker non-vote will not have any effect on the vote of this proposal.

Ratification of KPMG as our Independent Registered Public Accounting Firm. The ratification of KPMG as our independent registered public accounting firm requires the affirmative vote of the holders of a majority of the shares of our common stock entitled to vote on, and that voted for or against or expressly abstained with respect to this proposal. An abstention will have the effect of a vote against this proposal.

A:

4Representatives of American Stock Transfer & Trust Company, LLC (“AST”), the transfer agent for our common stock, will tabulate the votes.

Q:   What shares are included on the proxy card?

The shares listed on your card represent all the shares of our common stock held in your name (as distinguished from shares held by a broker intermediary, bank or other intermediary). You will receive a separate proxy card from your intermediary if your intermediary holds shares for you.

Q:   What does it mean if I receive more than one proxy card?

5A:

It indicates that your shares are held in more than one account, such as two brokerage accounts, and are registered in different names. You should vote each of the proxy cards to ensure that all your shares are voted.

Q:   What is Pioneer’s mailing address?

A:

Our mailing address is Pioneer Energy Services Corp., 1250 N.E. Loop 410, Suite 1000, San Antonio, Texas 78209.

PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   12

Back to Contents

PROPOSAL 1

ELECTION OF DIRECTORS   Election of Directors

Our board of directors currently consists of five directors. The Board has determined that all of the directors are independent directors, as defined by the rules of the NYSE, other than Mr. Locke who, as President and Chief Executive Officer, is an employee of Pioneer. There are no family relationships of first cousin or closer among our directors or officer by blood, marriage or adoption. Our board of directors is divided into three separate classes (Class I, Class II and Class III) with staggered terms. The current term of office for our Class II directorsIII director will expire at the annual meeting.

Our board of directors has nominated Wm. Stacy Locke and C. John Thompson,Michael Rauh, who currently serveserves on the board of directors, as the nomineesdirector nominee for election as a Class III director at the annual meeting as Class II directors.meeting. Mr. LockeRauh has served as one of our directors since May 1995 and Mr. Thompson has served as one of our directors since May 2001.October 2008.

Assuming the presence of a quorum, directorsthe Class III director will be elected by a plurality of the votes cast by the holders of shares of capitalcommon stock of Pioneer entitled to vote on the election of directors at the annual meeting.meeting, subject to terms of the Director Resignation Policy discussed below in the section titled “Information Concerning Meetings and Committees of the Board of Directors – Director Resignation Policy”. Any abstentions or broker non-votes will not affect the vote.If you properly sign and return the enclosed proxy, unless you withhold authority to vote for the nominees,director nominee, the persons named as proxies will vote FOR the election of the nomineesdirector nominee listed below. Each ofon the nomineesfollowing page.

The director nominee has agreedconsented to serve if elected, however, if any of the nominees becomes unable or unwillingbe named as a director nominee in this proxy statement and has agreed to serve as a director if elected. If the personsdirector nominee becomes unavailable for election, which is not anticipated, the named as proxies intend towill vote the proxy shares for the election of anysuch other person as the board of directors may designate.

Nominees

Wm. Stacy Locke has served as onenominate, unless the board of our directors as well as Presidentresolves to reduce the number of the Company since May 1995, when he joined Pioneer. In December 2003, Mr. Locke was appointed Chief Executive Officer. In additiondirectors to his continuous role as President, Mr. Locke has also served as Chief Financial Officer and Chief Operating Officer. Prior to joining Pioneer, Mr. Locke was in investment banking with Arneson, Kercheville, Ehrenberg & Associates from 1993 to 1995 and Chemical Banking Corporation from 1988 to 1992. Mr. Locke worked for Valero Energy Corporation, Huffco Petroleum Corporation and Tesoro Petroleum Corporation as a geologist from 1979 to 1986. Mr. Locke received a Bachelor’s Degree in geology from the University of California Santa Barbara and a Master of Business Administration Degree from Southern Methodist University.

Mr. Locke’s seventeen years of experience at Pioneer, including his service as Chief Executive Officer for nine years, gives him unique knowledge of the opportunities and challenges associated with our business. Mr. Locke’s familiarity with all aspects of Pioneer’s business and his historical understanding of its operations, combined with his understanding of the oil and gas industry, geology and investment banking makes him uniquely qualified to adviseserve on the board of directors and thereby reduce the number of directors to lead Pioneer as Chief Executive Officer.be elected at the annual meeting.

PIONEER ENERGY SERVICES CORP. – C. John Thompson2013 Proxy Statement   has served as one of our directors since May 2001. Mr. Thompson currently serves as Chairman13

Back to Contents

Bachelor’s Degree in Accounting and Chief Executive Officer of Ventana Capital Advisors, Inc., a capital advisory company he founded in June 2004. Mr. Thompson has over 30 years experience in the energy capital business. Mr. Thompson has worked as a business consultant, in the energy capital business with Enron, the investment banking services business with a company he co-founded, Sagestone Capital Partners, and as the manager of the energy commercial banking business with InterFirst Bank in Houston.Economics from Northwestern Oklahoma State University

As one of Pioneer’s longest-serving non-executive directors, Mr. Thompson brings an important institutional knowledge to the board of directors. His work as an executive in the oil and gas industry, and his

6

experience in the energy capital business including more than ten years in energy commercial banking, provides him with insights relating to many of the same issues facing our business, including markets, operational, regulatory, technological, and financial. Mr. Thompson also serves as a member of the Audit Committee and qualifies as an “audit committee financial expert.” Mr. Thompson holds a Master’s Degree in Business Administration with an emphasis in financeAccounting from Oklahoma State University

Other Relevant Qualifications and accounting from the University of Texas at Austin, which enables him to provide guidance to the Board on finance and accounting-related matters. Mr. Thompson’s experience as founder of a capital advisory company and as a consultant provides the board of directors with a unique perspective into different industries and an understanding of various capital strategies.Experience

Our board of directors unanimously recommends a vote “FOR” the election of Wm. Stacy Locke and C. John Thompson as Class II Directors.•

DIRECTORS WITH A TERM EXPIRING IN 2013

John Michael Rauhhas served as one of our directors since October 2008. Mr. Rauh served in various financial capacities including Vice President and Controller and Vice President and Treasurer during his career at Kerr-McGee Corporation from 1981 until his retirement in 2006. Prior to joining Kerr-McGee, Mr. Rauh was an auditor with Arthur Young & Company, which merged with Ernst & Whinney in 1989 to form Ernst & Young. He received a Master’s Degree in accounting from Oklahoma State University and a Bachelor’s Degree in accounting and economics from Northwestern Oklahoma State University. Mr. Rauh was elected in 2010 and currently serves as a director on the Northwestern Oklahoma State University Foundation Board of Directors. Mr. Rauh served as a director of Tronox, Inc. from 2005 to 2006.

Mr. Rauh, as well as other Tronox, Inc. and Kerr-McGee Corp. officers and directors, has beenwas named as a defendant in a Complaintcomplaint filed in the United States District Court for the Southern District of New York, asserting securities law violations. TheOn June 28, 2010, the Court has dismissed the allegations that Mr. Rauh violated Section 10(b) of the Securities Exchange Act.Act, but permitted plaintiffs to proceed with the allegation that Mr. Rauh currently remains in the case only with respect to allegations that he washad been a “control person” of Tronox under Section 20 of the Securities Exchange Act for an approximately a four-month period. There are no current allegations that Mr. Rauh directly violated any securities laws. Mr. Rauh plans to defend againstOn August 3, 2012, the control person allegations asparties filed a Stipulation and Agreement of Settlement, and on November 26, 2012, the litigation continues.Court entered a final judgment approving the settlement.

•

Mr. Rauh’s expertise in a variety of financial and accounting matters, experience in Sarbanes-Oxley 404 compliance and service with a global oil and gas business make him a valuable member of the board of directors and enhances the value of his service as a member of the Audit Committee, where he also qualifies as an “audit committee financial expert.” Mr. Rauh’s Bachelor’s and Master’s Degrees in accounting enable him to advise the Boardboard on accounting-related matters. Mr. Rauh’s experience at a global oil and gas company provideprovides him with insights relating to many of the same issues we face in our business, including markets, operational, regulatory, technological, and financial. Mr. Rauh’s significant experience in several senior financial positions at Kerr-McGee, as well as his previous service as an auditor with an accounting firm, provides a solid platform for him to advise and consult with the board of directors on financial and audit-related matters.

DIRECTORS WITH A TERM EXPIRING INOur board of directors unanimously recommends a vote “FOR” the election of John Michael Rauh as a Class III Director.

PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   14

Back to Contents

Directors with a term expiring in 2014

Professional Experience

Education

���

7Bachelor of Arts Degree from the University of Houston

Master’s Degree in International Management from the American Graduate School of International Management

Dean A. Burkhardt has served as one of our directors since October 26, 2001 and as Chairman of the Board since May 2008. In addition to his role as a horse and cattle rancher,He has been active in the energy industry for 34 years. Mr. Burkhardt has been a consultant toconsulted with the energy services industry since 1997, with a special emphasis infocus on oil and gas projects in emerging markets, workover services, fuel cells and engineering and quality management services. He also served aswas co-founder, President and CEO (1983-1985) of Applied Petroleum Software, a provider of production engineering software for optimizing oil and gas well completions;completions (1983-1985); President and CEO of Seismic Products, a provider of seismic cable (1982), Cliff Mock, Inc., a provider of oilfield valves (1982) and Tescorp Energy Services, a provider of coiled tubing, hydraulics and fishing and rental tools (1981-1982) as well as President and COO of Tescorp, Inc. (1982); was a co-founder (1979), Executive Vice President of Sales and Operations (1979-1981) and a director (1979-1989) of Cheyenne Services, Inc., a provider of oilfield tubular makeup, tubular inspection and third party quality assurance services.

As Mr. Burkhardt is also a result of Mr. Burkhardt’s service as a directorcattle and horse rancher, and currently serves on the Executive Committee of the CompanyBoard of Directors of the American Brahman Breeders Association. He also serves on the Executive Committee of the Board of Directors of Inprint, a non-profit literary organization supporting the creative writing program at the University of Houston. Mr. Burkhardt is also the Treasurer of Inprint and chairs its Finance Committee.

•

Having served on the Company’s board of directors for over nineten years, he has becomeMr. Burkhardt is very familiar with ourknowledgeable about the Company’s business and the important issues facing the Company. Mr. Burkhardt’s experiencethat it faces. In addition to serving as a consultant in the energy services industry makes him a valuable member of the board of directors. Mr. Burkhardt serves asChairman, he is currently a member of the Audit Committee and qualifies as an SEC “audit committee financial expert.” He has also previously chaired the Company’s Audit, Compensation, and Nominating and Governance Committees. Mr. Burkhardt’s extensive service in the energy services industry enables him to advise and consult with the board of directors on the many issues that the Company faces, including oil and gas projects in emerging markets, workover services, fuel cells and engineering and quality management services. Mr. Burkhardt also holds a Master’s Degree in international management with an emphasis in marketing and accounting from the American Graduate School of International Management, where his studies emphasized international marketing and accounting. He has obtained a certificate as a Board Governance Fellow from the National Association of Corporate Directors (NACD) and regularly attends continuing education seminars on accounting and financial matters presented by the NACD, and other professional organizations, which enables him to provide guidance to the board of directors related to the Company’s international development and accounting-related matters. Mr. Burkhardt’s significant experience with several companies involved

PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   15

Back to Contents

Professional Experience

Education

•

Bachelor’s Degree in the oilEarth Science from Bowling Green State University

•

Master’s Degree in Geology from Bowling Green State University

Other Relevant Qualifications and gas industry gives him insights relating to many of the same issues we face in our business and provides a solid platform for him to advise and consult with the board of directors on such issues, including oil and gas projects in emerging markets, workover services, fuel cells and engineering and quality management services.Experience

•

Scott D. Urban has served as one of our directors since October 2008. Mr. Urban is a partner in Edgewater Energy, a consulting and investment firm focused on the oil and gas exploration and production industry and assisting private equity firms with upstream investments. Mr. Urban served as Group Vice President - Upstream for BP PLC from 1999 to 2005 and served as BP’s Group Vice President, with responsibility for several profit centers including the North Sea, Atlantic,Alaska, North American Onshore, Egypt and Middle East. Prior to joining BP, Mr. Urban held a variety of management positions with Amoco Corporation, including Group Vice President - Worldwide Exploration and Upstream Business Unit Manager - China. Mr. Urban received a Master’s Degree in geology and a Bachelor’s Degree in earth science from Bowling Green State University. Mr. Urban currently serves on the board of directors of Noble Energy, Inc. and has served as a board member of the UK Offshore Operators Association, the Business Council for International Understanding and the Netherlands Oil and Gas Exploration and Production Association.

•

Mr. Urban’s expertise as a consultant in the oil and gas exploration and production industry makes him a valuable member of the board of directors. Mr. Urban’s significant experience at multiple global oil and gas companies provides him with insights relating to many of the same issues we face in our business, including markets, operational, regulatory, technological, and financial. Mr. Urban’s Master’s Degree in geology gives him a deep understanding of, and enables him to advise the board of directors on, many matters relating to oil and gas drilling. Mr. Urban’s service as a member of the board of directors of Noble Energy, Inc. gives him valuable experience in managing the issues that face a publicly held oil and gas company with international operations and allows him to share best practices with our board of directors.

There are no family relations

PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   16

Back to Contents

Directors with a term expiring in 2015

Professional Experience

Education

•

Bachelor’s Degree in Geology from University of first cousin or closer among our directors or executive officers by blood, marriage or adoption. The boardCalifornia Santa Barbara

•

Master Business Administration Degree from the Southern Methodist University

Other Relevant Qualifications and Experience

•

Wm. Stacy Locke has determined that allserved as one of our directors are independent directors, as defined by the ruleswell as President of the NYSE Amex, other thanCompany since May 1995, when he joined Pioneer. In December 2003, Mr. Locke who,was appointed Chief Executive Officer. In addition to his continuous role as President, Mr. Locke has also served as our Chief Financial Officer and Chief Operating Officer. Prior to joining Pioneer, Mr. Locke was in investment banking with Arneson, Kercheville, Ehrenberg & Associates from 1993 to 1995 and Chemical Banking Corporation from 1988 to 1992. Mr. Locke worked for Valero Energy Corporation, Huffco Petroleum Corporation and Tesoro Petroleum Corporation as a geologist from 1979 to 1986. Mr. Locke received a Bachelor’s Degree in geology from the University of California Santa Barbara and a Master of Business Administration Degree from Southern Methodist University.

•

Mr. Locke’s 18 years of experience at Pioneer, including his service as Chief Executive Officer for nine years, gives him unique knowledge of the opportunities and challenges associated with our business. Mr. Locke’s familiarity with all aspects of Pioneer’s business and his historical understanding of its operations, combined with his understanding of the oil and gas industry, geology and investment banking makes him uniquely qualified to advise the board of directors and to lead Pioneer as Chief Executive Officer.

PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   17

Back to Contents

Professional Experience

Education

•

Bachelor’s Degree in Business Administration from Texas Tech University

•

Master’s Degree in Business Administration from the University of Texas at Austin

Other Relevant Qualifications and Experience

•

C. John Thompson has served as one of our directors since May 2001. Mr. Thompson currently serves as Chairman and Chief Executive Officer isof Ventana Capital Advisors, Inc., a capital advisory company he founded in June 2004. Mr. Thompson has over 35 years experience in the energy capital business. Mr. Thompson has worked as a business consultant, in the energy capital business with Enron, the investment banking services business with a company he co-founded, Sagestone Capital Partners, and as the manager of the energy commercial banking business with InterFirst Bank in Houston.

•

As one of Pioneer’s longest-serving non-executive directors, Mr. Thompson brings an employeeimportant institutional knowledge to the board of Pioneer.

8PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   18

Back to Contents

INFORMATION CONCERNING MEETINGS

AND COMMITTEES OF THE BOARD OF DIRECTORS

Director Meetings

Our board of directors held eight meetings and acted by written consent seven times during the fiscal year ended December 31, 2011.2012. The board has three standing committees: an audit committee; a compensation committee; and a nominating and corporate governance committee. During the fiscal year ended December 31, 2011,2012, all of the directors attended 100% of the total number of meetings of the board and any committee on which each served. In addition, the independent directors/non-management directors also held regular meetings consisting solely of independent directors/non-management directors during the fiscal year ended December 31, 2011.2012.

Independent Chairman of the Board

Our board of directors has separated the roles of Chairman and Chief Executive Officer. The separation of roles was implemented to allow our Chief Executive Officer, Mr. Locke, to focus on the management of the Company and our independent Chairman to focus on the continued development of a high-performing board of directors, including (i) developing board agendas, (ii) working with Company management to ensuredirectors. We believe separation of the boardroles of directors has timelyChairman and adequate information, (iii) coordinating board committee activities, (iv) supporting and mentoring the Chief Executive Officer helps preserve our board’s independence and (v) ensuring effective stakeholder communications.objectivity and provides an appropriate division of labor between our Chairman and Chief Executive Officer. Among the duties and responsibilities of our independent Chairman are the following:

•

•

Audit CommitteeBoard of Directors

The members of our audit committee during the fiscal year ended December 31, 2011 were Messrs. Burkhardt, Thompson, Rauh (chairman) and Mr. Urban. Mr. Rauh served as the chairmanEach of the audit committee during the fiscal year ended December 31, 2011. The audit committee met five times during the fiscal year ended December 31, 2011. The audit committee is governed by a charter that the board of directors amended and restated on December 11, 2008. You can obtain a copy of that charter by going to our Web site atwww.pioneerdrlg.com.

Our common stock is listed on the NYSE Amex. As such, we have agreed to comply with the listing standards of the NYSE Amex, which require that we have at least three members of the audit committee, each of whom is independent. Each of our audit committeecommittees’ members is independent, as defined by the rules of the NYSE Amex andNYSE. Each of the members of the Audit Committee is also independent as defined by the rules and regulations of the SEC. In addition, the board has determined thatSEC and each member of the audit committeeAudit Committee is an “audit committee financial expert” as defined by the SEC. The experience

During 2012, each of the members of each membercommittee attended 100% of the audit committee is described inmeetings held by the biographies under the heading “Proposal 1—Election of Directors.”

9

The audit committee’s role is one of financial oversight. Our management is responsible for preparing our financial statements, and our independent auditors are responsible for auditing those financial statements. The audit committee is not providing any expert or special assurance as to our financial statements or any professional certification as to the independent auditors’ work. The following functions are the key responsibilitiescommittee. Each of the audit committee in carrying out its oversight:

The audit committee meets separately from the whole board with the independent auditors to provide an open avenue of communication. The audit committee is ultimately responsible for the selection, evaluation and replacement of our independent auditors.

Compensation Committee

The members of our compensation committee during the fiscal year ended December 31, 2011 were Messrs. Burkhardt, Thompson, Urban (chairman) and Mr. Rauh. Mr. Urban served as chairman of the compensation committee during the fiscal year ended December 31, 2011.The compensation committee met four times and acted by written consent ten times during the fiscal year ended December 31, 2011. In addition, the compensation committee also held meetings with our compensation consultant during the fiscal year ended December 31, 2011. Each of our compensation committee members is independent, as defined by the rules of the NYSE Amex. The compensation committeecommittees is governed by a written charter, that the board amendedwhich you may access and restated on December 11, 2008. You can obtain a copy of that charter by goingprint from our website at www.pioneeres.com.

PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   19

Back to our Web site at www.pioneerdrlg.com. The compensation committee’s responsibilities include:Contents

Except as described in the Compensation Discussion and Analysis section of this proxy statement, at this time, the compensation committee does not intend to delegate its powers and authority to any subcommittee or other persons. For additional information concerning the compensation committee, see “Compensation Discussion and Analysis” and “Report of the Compensation Committee.”

10

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee during the fiscal year ended December 31, 2011 were Messrs. Burkhardt, Thompson (chairman), Urban and Mr. Rauh. Mr. Thompson served as chairman of the nominating and corporate governance committee during the fiscal year ended December 31, 2011. The nominating and corporate governance committee held two meetings during fiscal year ended December 31, 2011. Each of our nominating and corporate governance committee members is independent, as defined by the rules of the NYSE Amex.

The nominating and corporate governance committee is responsible

Name and Members	Independent Committee Members	Primary Responsibilities	Meetings and Attendance
Audit Committee John Michael Rauh (Chair) Dean A. Burkhardt C. John Thompson Scott D. Urban	• ALL	• Appointing, compensating, retaining and overseeing our independent registered public accounting firm and overseeing the qualifications and independence of such firm; • Overseeing our accounting and financial reporting processes and the audits of our financial statements; • Overseeing the performance of our internal audit function; • Overseeing our compliance with legal and regulatory requirements; • Preparing a report for inclusion in our proxy statement of its review of our audited financial statements; • Pre-approving audit, review or attest services and permitted non-audit services (including the terms and fees thereof) to be performed by our independent registered public accounting firm; and • Reviewing and assessing, on an annual basis, the adequacy of the audit committee’s charter and recommending revisions to the board.	• 5 meetings in person - 100% attendance
Compensation Committee Scott D. Urban (Chair) Dean A. Burkhardt John Michael Rauh C. John Thompson	• ALL	• Annually reviewing and approving corporate goals, objectives and other key measures relevant to the compensation of Pioneer’s executive officers and other key employees; • Reviewing and approving all formal employment or other contracts between Pioneer and our executive officers and other key employees; • Administering and reviewing Pioneer’s incentive-compensation plans, equity-based plans and other compensation and benefit plans, and authorizing the issuance of stock of Pioneer pursuant to such plans; and • Appointing, compensating, retaining and overseeing a compensation consultant and other advisors to assist the committee.	• 3 meetings in person - 100% attendance • 2 actions by unanimous written consent
Nominating and Corporate Governance Committee C. John Thompson (Chair) Dean A. Burkhardt John Michael Rauh Scott D. Urban	• ALL	• Responsible for seeking, evaluating and recommending qualified individuals to become directors and serve on committees of the board of directors; • Periodically reviewing and assessing the adequacy of our corporate governance policies and procedures and recommending proposed changes to the board; • Periodically assessing the performance of the board of directors.	• 2 meetings in person - 100% attendance

The board shall act on the tendered resignation and restated on December 11, 2008. You can obtain a copyshall publicly disclose its decision regarding the resignation within one hundred twenty (120) days after the results of that charter by goingthe election are certified. If the board does not accept the resignation, the director shall continue to our website atwww.pioneerdrlg.com.serve until the end of his or her term and until the director’s successor is elected and qualified, or until his or her earlier resignation or removal.

PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   20

Back to Contents

Director NominationsRecommendations from Shareholders

The nominating and corporate governance committee considers candidates for board membership suggested by its members and other board members, as well as by management and shareholders. The committee may also retain a third-party executive search firm to identify candidates from time to time. Shareholders wishing to suggest a qualified candidate should submit the recommendation in writing to the nominating and corporate governance committee in care of our Corporate Secretary at 1250 N.E. Loop 410, Suite 1000, San Antonio, Texas 78209. Any shareholder wishing to submit a director candidate for consideration should send the following information to the Corporate Secretary:

•

•

•

•

Once a prospective director candidate has been identified, the nominating and corporate governance committee makes the initial determination as to whether to conduct a full evaluation of the candidate. This initial determination is based on the information provided to the committee with the recommendation of the prospective director candidate, as well as the committee’s own knowledge of the prospective director candidate, which may be supplemented by inquiries to the person making the recommendation or others. If the committee determines that additional consideration is warranted, it may ask a third-party search firm to gather additional information about the candidate’s background and experience and to report its findings to the committee. The committee then evaluates the prospective director candidate by considering, in addition to the criteria set forth in our bylaws, each nominee’scandidate’s personal and professional integrity, experience, skills, ability and willingness to devote the time and effort necessary to be an effective board member, and commitment to acting in our shareholders’ and our best interests. Consideration is also given to members of the board of directors having an appropriate mix of background and skills. Although we do not have a formal diversity policy in place for the director nomination process, an important factor in our nominating and corporate governance committee’s consideration and assessment of a director candidate is the diversity of the candidate’s background, viewpoints, training, professional experience, education and skill set. The nominating and corporate governance committee strives to nominate director candidates with a variety of complementary skills so that, as a group, the board of directors will possess the appropriate talent, skills, and expertise to oversee the Company’s business.

11

The same criteria apply with respect to the nominating and corporate governance committee’s evaluation of all candidates for membership to our board, including candidates recommended by shareholders. However, additional procedures will apply, as provided in our bylaws, if a shareholder wishes to submit at an annual meeting a director candidate who is not approved by our nominating and corporate governance committee or our board of directors.

Any shareholder desiring to nominate a director at our 20132014 Annual Meeting of Shareholders without including such nomination in our proxy materials for that meeting must provide timely notice to the Company of such nomination in the form provided by our bylaws. See our bylaws for a description of the required form and content of this notice. To be timely, such notice must ordinarily be delivered to our principal executive offices (Attention: Corporate Secretary), at the address set forth above, no later than the close of business on the 90th90^th day nor earlier than the 180th180^th day prior to the first anniversary date of the preceding year’s annual shareholder meeting (i.e., nominations for director for inclusion in the 20132014 Annual Meeting of Shareholders must be delivered to our principal executive offices no earlier than the close of business on November 9, 2012,16, 2013, and no later than the close of business on February 11, 2013)14, 2014), or such proposal will be considered untimely. However, in the event that the date of the pending annual meeting of shareholders is more than 30 days before or more than 60 days after the first anniversary of the previous year’s annual meeting of shareholders, then such notice must be received not later than the later to occur of the close of business on the 90th90^th day prior to the pending annual meeting of shareholders or the 10th10^th day following the day on which public announcement of the date of such annual meeting of shareholders is first made by the Company. The foregoing time limits also apply in determining whether notice is timely for purposes of rules adopted by the SEC relating to the exercise of discretionary voting authority.

Any shareholder desiring a copy of our bylaws will be furnished one without charge upon written request to the Corporate Secretary at 1250 N.E. Loop 410, Suite 1000, San Antonio, Texas 78209.

Code of Business Conduct and Ethics and Corporate Governance Guidelines

We have adopted a Code of Business Conduct and Ethics that satisfies the SEC’s definition of a “Code of Ethics” and applies to all employees, including our principal executive officer, principal financial officer, and principal accounting officer.officer, and controller. As part of our continuing efforts to improve our corporate governance principles and practices, we have also adopted Corporate Governance Guidelines that conform to the NYSE corporate governance listing standards and SEC rules.standards. All of the Company’s corporate governance materials, including the Code of Business Conduct and Ethics, the Corporate Governance Guidelines, and our committee charters are posted on the Company’s website atwww.pioneerdrlg.comwww.pioneeres.com and are also available without charge upon request to the Company’s Corporate Secretary. We intend to disclose on our website any amendments to the Code of Business Conduct and Ethics and any waivers of the Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer, and principal accounting officer.officer, controller or persons performing similar functions.

PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   21

Back to Contents

Board’s Role in Risk Oversight

Our board of directors is responsible for the Company’s risk-oversight function. The board of directors, with the assistance of its standing committees, our Chief Executive Officer, our Chief Financial Officer, our General Counsel, and our DirectorManager of Corporate Development, identifies, evaluates and discusses the material enterprise risks that could impact the Company’s operations and tactical and strategic decisions. These enterprise risks include operational, financial, legal, regulatory, market, and reputational risks. In addition, the board of directors reviews the risks associated with the Company’s strategic plan at an annual strategic planning session and periodically throughout the year as part of its consideration of the strategic direction of the Company. Each board committee also oversees the management of the Company’s risks that fall within each committee’s areas of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisors.

Risk–Risk – Related Compensation Policies and Practices

The compensation committee has undertaken an assessment of the risk profile of its executive and non-executive compensation programs. With the assistance of our Chief Executive Officer, our Chief Financial

12

Officer, our General Counsel, our Vice President Global Human Resources and Pearl Meyer & Partners, our independent compensation consultant, the compensation committee has developed a framework to assist the compensation committeeit in ascertaining any potential material risks associated with its executive compensation program,programs, policies and procedures, including: external market reference; pay mix; range and sensitivity of performance-based variable plans; selection of performance metrics; goal-setting process; and the Company’s checks and balances on the payment of compensation. This process enables the compensation committee to consider if any of the Company’s current compensation programs, practices or procedures should be altered in order to ensure that an appropriate balance between competitive pay and prudent risk is maintained. As a result of this analysis, the compensation committee has identified the following risk mitigating factors:

•

•

•

•

•

•

•

As a result of the above assessment, the compensation committee believes that the Company’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

Communications with the Board

Shareholders and all other interested parties may communicate with the board of directors, any board committee, the independent or non-management directors, each as a group, and individual directors by submitting their communications in writing to the attention of the Corporate Secretary. All communications must identify the recipient, author, state whether the author is a shareholder of the Company, and be forwarded to the following address:

13Pioneer Energy Services Corp.

1250 N.E. Loop 410, Suite 1000

San Antonio, Texas 78209

The directors of the Company, including the non-management directors, have directed the Corporate Secretary not to forward to the intended recipient any communications that are reasonably determined in good faith by the Corporate Secretary to relate to improper or irrelevant topics or are substantially incomplete.

PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   22

Back to Contents

Director Compensation

During 2011,2012, we paid to each of our non-employee directors fees for service on our board of directors or committees of our board as follows, and approved compensation for our non-employee directors for 2013 services as follows:

During 2011,2012, the Compensation Committee granted a restricted stock award under the 2007 Incentive Plan that will vest over three years with a grant date fair market value of approximately $100,000 to each non-employee member of the board of directors. In addition, we reimburse the directors for reasonable out-of-pocket expenses they incur in connection with attending meetings of the board of directors and board committees or otherwise in their capacity as directors. Our executive officers do not make recommendations regarding the non-employee directors’ compensation.

We expect each director to make every effort to attend each meeting of the board of directors, each meeting of any board committee on which he sitsserves and the annual meeting of shareholders. Attendance in person at board and committee meetings is preferred but not required; attendance by teleconference is permitted, if necessary. All of our directors attended last year’s annual meeting of shareholders.

2011 Non-Employee Director Compensation

The following table summarizes the compensation we paid each of our non-employee directors during 2011:2012:

PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   23

Back to Contents

14

The following table provides information on the outstanding equity awards for each of our non-employee directors as of December 31, 2011:2012:

Stock Ownership Guidelines

In order to encourage the acquisition and retention of our common stock by our directors and to further align their economic interests with those of our shareholders and to focus our directors on the long-term sustained appreciation of our common stock, our compensation committee and our board of directors have adopted guidelines generally requiring each of our directors to own an amount of our common stock equal to the value of three times such director’seach board member’s annual cash retainer.retainer fee. The ownership target is to be acquired no later than the December 31 following the fifth anniversary of the director’s initial appointment or election to the board of directors, or by December 31, 2013 for any director serving on the board of directors as of May 17, 2008. For purposes of this calculation, unvested restricted stock and restricted stock units may be counted toward the applicable ownership requirement. As of March 15, 2012,27, 2013, all directors have fully met their stock ownership requirements.

PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   24

15

EXECUTIVE OFFICERSBack to Contents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides information aboutshows the beneficial ownership of our current executive officers (ages arecommon stock as of March 31, 2012):27, 2013 by (1) each person (or group of affiliated persons) who is known by us to beneficially own more than 5% of our common stock, (2) each of our directors and nominees, (3) each of the named executive officers listed in the summary compensation table in this proxy statement and (4) all our directors and executive officers as a group. As of March 27, 2013, we were not aware of any person beneficially owning more than 5% of the outstanding shares of our common stock, other than those listed below. Unless otherwise indicated below, all shareholders have the same principal business address as Pioneer. All persons listed in the table below have sole voting and investment power with respect to their shares unless otherwise indicated. As of March 27, 2013, there were 62,167,426 shares of common stock outstanding.

PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   25

Back to Contents

PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   26

Back to Contents

EXECUTIVE OFFICERS

Our current named executive officers are:

Wm. Stacy Locke

President, Chief Executive Officer and Director

Age: 57

Wm. Stacy Locke has served as President of the Company since May 1995, when he joined Pioneer. In December 2003, Mr. Locke was appointed Chief Executive Officer. In addition to his continuous role as President, Mr. Locke has also served as our Chief Financial Officer and Chief Operating Officer. Prior to joining Pioneer, Mr. Locke was in investment banking with Arneson, Kercheville, Ehrenberg & Associates from 1993 to 1995 and Chemical Banking Corporation from 1988 to 1992. Mr. Locke worked for Valero Energy Corporation, Huffco Petroleum Corporation and Tesoro Petroleum Corporation as a geologist from 1979 to 1986. Mr. Locke received a Bachelor’s Degree in geology from the University of California Santa Barbara and a Master of Business Administration Degree from Southern Methodist University.

Lorne E. Phillips

Executive Vice President and Chief Financial Officer

Age: 42

Lorne E. Phillips

Franklin C. West

Joseph B. Eustace

Carlos R. Peña

For a description of the business background of Mr. Locke, see “Class II Director Nominees for Election to a Term Expiring at the 2015 Annual Meeting” above.

Lorne E. Phillips was appointed Executive Vice President and Chief Financial Officer effective February 1, 2009. Prior to joining Pioneer, Drilling Company, Mr. Phillips worked the last 10 years at Cameron International Corporation, serving most recently as Vice President and Treasurer. Prior to that, he was General Manager of Cameron’s Canadian valves operations, Vice President of Marketing and M&A for the valves division, and Business Development Manager for Cameron. Before joining Cameron, he was a Financial Analyst for SCF Partners, a provider of equity capital to energy service and equipment companies, and for Simmons & Company International, an investment bank focused on the energy industry.

Franklin C. West

Executive Vice President and President of Drilling Services Segment

Age: 73

Franklin C. West currently serves as Executive Vice President and President of our Drilling Services Division.Segment. Prior to his appointment as President of our Drilling Services DivisionSegment on March 1, 2008, Mr. West served as our Chief Operating Officer beginning in January 2002. Prior to joining Pioneer, he was Vice President for Flournoy Drilling Company from 1967 until it was acquired by Grey Wolf, Inc. in 1997, and he continued in the same capacity for Grey Wolf, Inc., an on-shore oil and gas drilling contractor, until December 2001.

Joseph B. Eustace

Executive Vice President and President of Production Services Segment

Age: 58

Joseph B. Eustace was appointed as Executive Vice President and President of our Production Services DivisionSegment on March 1, 2008. Prior to joining Pioneer, Drilling Company, Mr. Eustace served as President of WEDGE Oil and Gas Services beginning in 2004. Prior to 2004, Mr. Eustace served as Group Vice President for Key Energy Services from 1998 to 2004, and as Vice President of Operations for Dawson Production Services from 1982 until Key Energy Services acquired Dawson Production Services in 1998.

Carlos R. Peña

Senior Vice President, General Counsel, Secretary and Compliance Officer

Age: 46

Carlos R. Peña was appointed Senior Vice President, General Counsel, Secretary and Compliance Officer effective October 27, 2008. Mr. Peña has practiced law since 1992 and has experience providing both outside corporate and securities counsel and in-house M&A counsel. Prior to joining Pioneer Drilling in October 2008, he worked for AT&T, Inc. in the M&A legal group. From 1996 to 2007, he focused on securities and corporate finance, M&A, venture capital, and corporate governance at Fulbright & Jaworski L.L.P., Cox Smith Matthews Incorporated, and Vinson & Elkins L.L.P.

16PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   27

Back to Contents

COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis provides information regarding our executive compensation program in 20112012 for the following executive officers of the Company (collectively, the “named executive officers”):

•

•

•

•

•

Executive Summary

Throughout 2011, demandEarly in 2012, our board of directors approved a business plan that reflected very aggressive goals for earnings per share (“EPS”), Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), return on capital employed (“ROCE”) and safety. These goals served as targets for our equipment and services continued to grow, driving a 47% increaseannual cash incentive plan. Despite our strong performance in annual revenue. Operationally,2012, we exceeded the level of overall performance that we had targeted for 2011, which is reflected indid not achieve some of the compensation decisions reached bychallenging goals set out for us in our annual cash incentive plan. However, the Compensation Committee.Committee believes that management performed very well during 2012 and delivered strong results for all of the 2012 Team Goals. Key highlights of our 20112012 performance include the following:

•

•

•

The Compensation Committee took the following key actions with respect to the compensation of the named executive officers in 2011:2012:

Increased Base Salaries. Each of Messrs. Locke, Phillips, West, Eustace, and Peña received an increase in their respective base salary ranging from 1% to 16%, primarily to better align their salaries with the current market;

17•

Awarded Short-Term Cash Incentive Awards. Based on pre-established Company performance measures and team performance goals, each of the named executive officers earned a cash incentive award below their target level; and

•

Awarded Long-Term Performance-Based Equity Awards and a Long-term Cash Incentive Award. All of the named executive officers were awarded long-term incentive awards, which were allocated approximately 60% to stock options and 40% to performance-based restricted stock units (“RSUs”), except for Mr. West, who was awarded a long-term time-based cash award in lieu of stock options. The number of performance-based RSU awards that each named executive officer may earn is based on our relative EBITDA growth, EBITDA return on capital employed, and total shareholder return (“TSR”) growth versus a defined group of seven peer companies over a three-year performance period.

PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   28

Back to Contents

We believe that our 20112012 executive compensation program is reasonable, competitive and strongly aligned with pay-for-performance principles. Consistent with prior practice, in 20112012 the Compensation Committee emphasized compensation opportunities that reward our named executive officers when they deliver targeted financial and operational results. Accordingly, a significant percentage of the named executive officers’ compensation that was granted in 20112012 was “at-risk,”performance-linked, as the following graph illustrates:

2011 Shareholder Advisory Vote on Executive Compensation

We conducted our firstan advisory vote on executive compensation last year at our 20112012 Annual Meeting of Shareholders. While this vote wasis not binding on the Compensation Committee, the Board of Directors or us, the Compensation Committee values the opinions of our shareholders on executive compensation matters.

The Compensation Committee reviewed the voting results from our 2011 advisory vote on executive compensation. Based upon the Inspector of Election’s report, the advisory vote on executive compensation received the favorable support of 95%96% of the votes cast thereon. The Compensation Committee determined thatevaluated the voting results reflect strong shareholder support forof the 2012 advisory vote together with the other factors and data discussed in this Compensation Discussion and Analysis in determining our 20112012 executive compensation program.

In 2012, the The Compensation Committee continued to emphasize pay for performance principles by increasingconsidered the allocationvote results and, in light of the namedstrong stockholder support, did not make any changes to our executive officers’ long-term incentive compensation to provide for more performance-based RSU awards and less stock options. Accordingly, the Compensation Committee changed the allocationsprogram solely as a result of the named executive officers’ performance-based RSU awards to 40% (from 30%) and stock options to 60% (from 70%) to better align the named executive officer’s long-term incentive compensation with our shareholders’ interests.2012 advisory vote.

Additionally, inIn response to the majority of the votes cast for an advisory vote on executive compensation every year at our 2011 Annual Meeting of Stockholders,Shareholders, we have determined that the advisory vote on executive compensation will be conducted every year, until we hold the next advisory vote on the frequency of advisory votes on executive compensation.compensation at our 2014 Annual meeting of Shareholders.

PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   29

Back to Contents

Compensation PhilosophyGoals and Objectives

The Compensation Committee designs our executive compensation programsprogram with the goals and objectives to:

•

•

•

•

18

Compensation Committee

The Compensation Committee administers our executive compensation program and is responsible for establishing appropriate compensation for our named executive officers. The duties of the Compensation Committee include:

•

•

•

•

•

Appointing, compensating, retaining and overseeing the compensation committee’s consultant and other advisors.

Except as disclosed in this Compensation Discussion and Analysis, at this time, the Compensation Committee does not intend to delegate its powers and authority to any subcommittee or other persons.

Role of Management

The Compensation Committee believes that even the best advice of a compensation consultant or other outside advisors must be combined with the input from senior management and the Compensation Committee’s own individual experiences and judgment to arrive at the proper alignment of compensation philosophy, objectives, and programs. In 2011,2012, the Chief Executive Officer, Chief Financial Officer, Vice President Global Human Resources, and General Counsel worked closely with the Compensation Committee in formulating award designs, performance measures, and performance levels (i.e., threshold, target, and above expectation) necessary to align the executive compensation program with our objectives and strategies.strategic business objectives.

Generally, the Chief Executive Officer reviews with the Compensation Committee his performance evaluations of the other named executive officers and his recommendations regarding base salary adjustments, cash incentive awards, and long-term equityincentive awards for the other named executive officers to ensure alignment with pay-for-performance principles. However, all final decisions regarding the compensation of the named executive officers are made by the Compensation Committee.

The Board and Compensation Committee conduct their own performance assessment of the Chief Executive Officer and no management recommendation is made with regard to his compensation.

While certain members of management attended the Compensation Committee’s meetings in 20112012 upon invitation, they did not attend either private sessions or portions of any other meetings of the Compensation Committee where executive compensation determinations were made by the Compensation Committee.

PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   30

Back to Contents

Assessment of Team Performance

The named executive officers’ compensation is impacted by their individual contributions to team goals, as well as their overall performance as a team. For purposes of setting compensation, theThe Compensation Committee annually conducts a subjective assessment of the named executive officers’ accomplishments as a team and not as individuals with respect to goals and strategies that are established at the beginning of each year. The Compensation Committee believes that focusing on team performance, rather than individual performance, emphasizes the importance of team work among the named executive officers.

The 20112012 team goals included the following (collectively, the “2011“2012 Team Goals”):

•

•

19

The Compensation Committee subjectively determined that the named executive officers successfully accomplished each of the 20112012 Team Goals during 2011.2012.

Role of Compensation Consultant

During 2011,2012, the Compensation Committee retained Pearl Meyer & Partners (“Pearl Meyer”) as its independent compensation consultant to obtain objective, expert advice on executive compensation. Pearl Meyer advised the Compensation Committee on a variety of compensation related issues in 2011,2012, including:

•

•

•

In the course of conducting its activities, Pearl Meyer attended meetings of the Compensation Committee and presented its findings and recommendations for discussion. During 2011,2012, Pearl Meyer also met with certain senior management to obtain and validate data and review materials.

The compensation consultant also provides the Compensation Committee with an analysis of director compensation every other year. The Compensation Committee reviews the analysis and determines whether to recommend a compensation increase for non-employee directors. The executive officers do not play a role in determining or recommending the amount or form of director compensation.

In 2012, Pearl Meyer did not provide any services to the Company, or receive any payments from the Company, other than in its capacity as a consultant to the Compensation Committee. The Compensation Committee has assessed whether the services provided by Pearl Meyer raised any conflicts of interest pursuant to the SEC rules, and has concluded that no such conflicts of interest existed during 2012.

Competitive Pay Analysis

Each year the Compensation Committee evaluates how our pay practices and the named executive officers’ compensation levels compare to the competitive market for executive talent.

To evaluate the competitiveness of the named executive officers’ base salary, target total cash compensation (i.e., base salary plus target short-term cash incentive award), target long-term equity incentive awards, and total direct compensation (i.e. base salary, target short-term cash incentive award, and target long-term equity incentive awards) for 2011,2012, Pearl Meyer provided the Compensation Committee competitive pay information derived from a custom peer group (the “Custom Peer Group”) and the following industry specific surveys (collectively, the “Industry Survey Data”):

•

•

The companies comprising the Custom Peer Group for 20112012 compensation included:

PIONEER ENERGY SERVICES CORP. – 2013 Proxy Statement   31

Back to Contents

The Compensation Committee, with the assistance of compensation consultant, annually reviews the companies comprising the Custom Peer Group in order to maintain its appropriateness for the competitive pay analysis. These companies were generally selected based upon their (i) classification as “oilfield services” companies,Primary SIC Description, (ii) annual revenues (the Custom Peer Group’s

20

trailing twelve months (“TTM”) of(roughly 1.0x to 4.7x our revenues), and (iii) market capitalization (roughly 0.7x to 7.8x our market capitalization). Information regarding our and our peer companies’ annual revenues and market capitalization is based on publicly available information as of June 30, 2010 was approximately $751 million, as compared2011 and August 31, 2011, respectively. There were no changes to our TTMthe composition of revenues as of June 30, 2010 of $359 million), and (iii) market capitalization. Additionally, the Compensation Committee believes that we compete for employee talent with each of these companies. Based on input from Pearl Meyers, the 2011 Custom Peer Group includes several peer companiesfrom 2011 to 2012, except that were not included in the 2010 Custom Peer Group (Hercules Offshore, Helix Energy Resources, Oil States International and Newpark Drilling). Additionally, Allis ChalmersBronco Drilling Company was removed from the 2011 Custom Peer Group due to its acquisition. These changes reflectThe Compensation Committee believes the Custom Peer Group reflects our continued growth and current competitors for employee talent soand that it provides an appropriate peer set for the Compensation Committee can continue to evaluatepurposes of evaluating the named executive officers’ pay levels versus an appropriate peer set.levels.

Pearl Meyer developed a “market consensus” for each named executive officer’s 20112012 base salary, target total cash compensation, target long-term equity incentive awards and total direct compensation by subjectively prioritizing the data derived from the Custom Peer Group and the Industry Survey Data, where appropriate, to provide representative market pricing comparisons.

The Compensation Committee uses the competitive pay information as a “market check” to ensure, in its subjective judgment, that the named executive officers’ base salary, target total cash compensation, target long-term equity incentive awards and total direct compensation remain fair and competitive. The Compensation Committee does not target any individual pay component to fall within a specific range or percentile of the competitive pay information. While the competitive pay information is important to the Compensation Committee’s approval process, it is just one of several factors considered by the Compensation Committee in approving executive compensation and the Compensation Committee has discretion in determining the nature and extent of its use.

Elements of Compensation

Base Salary

We provide the named executive officers with a base level of monthly income for the expertise, skills, knowledge and experience they offer to our management team. The Compensation Committee generally reviews each named executive officer’s base salary on an annual basis.

The named executive officers’ annual base salary as of December 31, 20102012 and December 31, 2011 were as follows: