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| Filed by the Registrant | ý | Filed by a Party other than the Registrant | ¨ | |||
¨ | Preliminary Proxy Statement | |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| Definitive Proxy Statement | |
¨ | Definitive Additional Materials | |
¨ | Soliciting Material under Rule 14a-12 | |
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| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||||
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| Title of each class of securities to which transaction applies: ___________________________________________________________________________ | ||||
(2) | Aggregate number of securities to which transaction applies: ___________________________________________________________________________ | |||||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ___________________________________________________________________________ | |||||
(4) | Proposed maximum aggregate value of transaction: ___________________________________________________________________________ | |||||
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(4) | Date Filed: ___________________________________________________________________________ | |||||
27, 2017
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|  | |||
| Thomas R. Bates, Jr. | Byron A. Dunn | |||
| Chairman of the Board | Chief Executive | |||
27, 2017
| 1. | Elect |
| 2. | Transact such other business as may properly come before the Annual Meeting or any adjournments or postponements of the meeting. |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON MAY 6, 2015
The Notice of Annual Meeting of Stockholders,
Proxy Statement for the Annual Meeting and the Annual Report to
Stockholders for the fiscal year ended December 31, 2014 are available at www.proxyvote.com.
| Sincerely, | ||||
 | ||||
| Philip A. Choyce | ||||
| Corporate Secretary |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2017 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 2, 2017 |
The Notice of Annual Meeting of Stockholders, Proxy Statement for the Annual Meeting and the Annual Report on Form 10-K for the fiscal year ended December 31, 2016 are available at www.proxyvote.com. |
Meeting.
Proxy Materials?
•Proposal 1: theThe election of sevensix directors to serve until the 20162018 Annual Meeting of Stockholders.
•FOR the election of each of the nominees for director.
•To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive.
To vote using the proxy card, simply complete, sign and date the accompanying proxy card and return it promptly in the pre-paid envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.
•To vote by proxy over the Internet,internet, follow the instructions provided on the proxy card.
•To vote by telephone, call the toll free number found on the proxy card.
. under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which generally requires more than $700 million in market value of our common units held by non-affiliates as of June 30 of the year such determination is made; (3) the date on which we issue more than $1.0 billion of non-convertible debt over a three-year period; or (4) the last day of the fiscal year following the fifth anniversary of our Initial Public Offering (“IPO”) (which fiscal year will be 2019). 2, 2018, stockholder notice must be delivered no earlier than the close of business on the contacting our Corporate Secretary, at Independence Contract Drilling, Inc., 11601 N. Galayda Street, Houston, TX 77086 or by telephone at (281) 598-1230 or by emailing Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other AgentIf you are a beneficial owner of shares registered in the name of your brokerage firm, bank, dealer or other similar organization, you should have received a voting instruction card and voting instructions with these proxy materialsProxy Materials from that organization rather than from us. Simply complete and mail the voting instruction card to ensure that your vote is counted. To vote in person at the Annual Meeting, you must obtain a valid proxy from your brokerage firm, bank, dealer or other similar organization. Follow the instructions from your brokerage firm, bank, dealer or other similar organization included with these proxy materials,Proxy Materials, or contact your broker, bank or other agent to request a proxy form.We provide Internetinternet proxy voting to allow you to vote your shares on-line, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internetinternet access, such as usage charges from Internetinternet service providers and telephone companies.Who counts the votes?Broadridge Financial Solutions, Inc. (“Broadridge”) has been engaged as our independent agent to tabulate stockholder votes (the “Inspector of Election”). If you are a stockholder of record, your executed proxy card is returned directly to Broadridge for tabulation. As noted above, if you hold your shares through a broker, your broker returns one proxy card to Broadridge on behalf of all its clients.How are votes counted?Votes will be counted by the Inspector of Election appointed for the Annual Meeting. With respect to Proposal 1, the Inspector of Election will separately count the number of “For” votes, “Withheld” votes and broker non-votes received for each nominee. As noted above, if you are a beneficial owner, you will need to obtain a proxy form from the brokerage firm, bank, dealer or other similar organization that holds your shares and follow the instructions included on that form regarding how to instruct that institution to vote your shares. If you do not give instructions to your brokerage firm, bank, dealer or other similar organization, then they can vote your shares with respect to “routine” items, but not with respect to “non-routine” items. See below for more information regarding: “What are ‘broker non-votes’?” and “Which ballot measures are considered ‘routine’ and ‘non-routine’?”What are abstentions?Abstentions occur when stockholders are present in person or by proxy at the Annual Meeting but fail to vote or voluntarily withhold their vote for any of the matters upon which the stockholders are voting.What are “broker non-votes”?Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the brokerage firm, bank, dealer or nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. In the event that a broker, bank, custodian, nominee or other record holder of shares of our common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.Which ballot measures are considered “routine” or “non-routine”?Proposal 1, the election of sevensix directors to serve until the 20162018 Annual Meeting of Stockholders, is considered “non-routine” under applicable rules, which could result in broker non-votes.What is the Effecteffect of Broker Non-Votesbroker non-votes and Abstentionsabstentions and how many votes are needed to approve the proposal?Proposal 1—the1-the election of sevensix directors to serve until the 20162018 Annual Meeting of Stockholders: Toto be elected as a director, each nominee must receive the affirmative vote of a plurality of the votes cast at the Annual Meeting. As noted above, you may vote “For” a nominee to the Board, you may “Withhold” your vote for any nominee you specify or you may abstain from voting. Neither votes that are “Withheld” from a director’s election nor broker non-votes or abstentions will affect the outcome of the vote on the election of a director as they are not considered to be “cast.”How many votes do I have?On each matter to be voted upon, you have one vote for each share of Company common stock of the Company you own as of the Record Date.What if I return a proxy card but do not make specific choices?If we receive a signed and dated proxy card and the proxy card does not specify how your shares are to be voted, your shares will be voted “For” the election of each director nominee. If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.Who is paying for this proxy solicitation?This proxy solicitation is being made by us and we will pay for the entire cost of soliciting proxies. In addition to these mailed Proxy Materials, our directors, officers and employees may also solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materialsthe Proxy Materials to beneficial owners.We have retained Broadridge to aid in the distribution of proxy materials and to provide voting and tabulation services for the Annual Meeting. For these services, we will pay Broadridge a fee of approximately $18,500 and reimburse it for certain expenses. In addition, we will reimburse brokerage firms, nominees, fiduciaries, custodians and other agents for their expenses in distributing proxy materialsthe Proxy Materials to the beneficial owners of our common stock.What does it mean if I receive more than one set of materials?If you receive more than one set of materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must either sign and return all of the proxy cards or follow the instructions for any alternative voting procedure on each of the proxy cards.Can I change my vote after submitting my proxy?If you are a stockholder of record, you may revoke your proxy at any time prior to the vote tabulation at the Annual Meeting by: (1) sending in an executed proxy card with a later date, (2) timely submitting a proxy with new voting instructions by telephone or over the Internet,internet, (3) sending a written notice of revocation by mail to Independence Contract Drilling, Inc., 11601 N. Galayda Street, Houston, TX 77086 marked “Proxy Information Enclosed, Attention: Corporate Secretary” or (4) attending and voting in person by completing a ballot at the Annual Meeting. Attendance at the Annual Meeting will not, in itself, constitute revocation of a completed and delivered proxy card.If you are a beneficial owner, you should follow the instructions provided by your brokerage firm, bank, dealer or other similar organization.What is the quorum requirement?A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present at the Annual Meeting if a majority of our outstanding shares of common stock entitled to vote are present in person or represented by proxy, regardless of whether the proxy has authority to vote on all matters. On the Record Date, there were 24,629,33337,795,257 shares outstanding and entitled to vote at the Annual Meeting. Accordingly, 12,314,667 shares of our stock must be represented in person or by proxy at the Annual Meeting to have a quorum.Your shares will be counted towards the quorum only if you submit a valid proxy vote or vote at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairman of the Annual Meeting may adjourn the Annual Meeting to another place, if any, date and time.How can I find out the results of the voting at the Annual Meeting?Voting results will be announced by the filing of a Current Report on Form 8-K (“Form 8-K”) within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.Implications of being an “emerging growth company.”We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting and other requirements. These reduced requirements include reduced disclosures about the Company’s executive compensation arrangements and no non-binding advisory votes on executive compensation. We will cease to be an emerging growth company upon the earliest of: (1) the last day of the fiscal year in which we have $1.0 billion or more in annual revenues; (2) the date on which we become a “large accelerated filer,” as defined in Rule 12b-2 promulgatedWhat is “householding” and how does it affect me?We may send a single set of Proxy Materials and other stockholder communications to any household at which two or more stockholders reside unless we have received contrary instructions from those stockholders. This process is called “householding.” This reduces duplicate mailings and saves printing and postage costs as well as natural resources. The Proxy Materials and other stockholder communications may be householded based on your prior express or implied consent. If you wish to receive a separate copy of our Proxy Materials for each stockholder sharing your address in the future, please contact Independence Contract Drilling, Inc., 11601 N. Galayda Street, Houston, TX 77086, Attn: Corporate Secretary, by phone at (281) 598-1230 or by email at Investor.relations@icdrilling.com,investor.relations@icdrilling.com, and we will promptly deliver to you the requested material. You may also contact us in the same manner if you received multiple copies of the proxy materialsProxy Materials and would prefer to receive a single copy in the future.Many banks, brokers, and other holders of record have instituted householding. If you or your family have one or more beneficial ownership accounts, you may have received householding information from your bank, broker, or other holder of record in the past. Please contact the holder of record directly if you have questions, require additional copies of this Proxy Statement or our Annual Report or wish to revoke your decision to household and thereby receive multiple copies. You should also contact the holder of record if you wish to institute householding. These options are available to you at any time.When are stockholder proposals due for next year’s annual meeting?Stockholder proposals for inclusion in next year’s proxy statementStockholders interested in submitting a proposal for inclusion in our proxy materialsProxy Materials and for presentation at the 20162018 Annual Meeting of Stockholders may do so by following the procedures set forth in Rule 14a-8 under the Exchange Act. Provided that the date of the annual meetingsuch 2018 Annual Meeting of Stockholders is not more than 30 days from the date of the previous year’s annual meeting,Annual Meeting of Stockholders, such proposals must be submitted in writing to Independence Contract Drilling, Inc., 11601 N. Galayda Street, Houston, TX 77086, Attn: Corporate Secretary, no later than 120 calendar days before the date of the proxy statement released for the previous year’s annual meeting.Annual Meeting of Stockholders. Therefore, the deadline for submitting proposals for inclusion in our proxy materialsProxy Materials and for presentation at the 2016 annual meeting2018 Annual Meeting of stockholdersStockholders pursuant to Rule 14a-8 is DecemberJanuary 2, 2015.2018. No stockholder proposal was received for inclusion in this Proxy Statement.Other stockholder proposals for presentation at next year’s annual meetingOur amendedAmended and restated bylawsRestated Bylaws (“Bylaws”) require that stockholders interested in submitting a proposal or nominee for consideration at the 2016 annual meeting,2018 Annual Meeting of Stockholders, which is not submitted for inclusion in our proxy materialsProxy Materials pursuant to Rule 14a-8 under the Exchange Act, may do so by following the procedures set forth in Section 1.3 of our Bylaws. Section 1.3 of our Bylaws requires any such proposals to be submitted in writing to Independence Contract Drilling, Inc., 11601 N. Galayda Street, Houston, TX 77086, Attn: Corporate Secretary no later than the close of business on the 90th90th day nor earlier than the close of business on the 120th120th day prior to the anniversary of the preceding year’s annual meeting. Pursuant to this requirement, notice must be received no later than close of business on February 6, 20161, 2018 nor earlier than close of business on January 7, 20162, 2018 to be considered timely under our Bylaws for purposes of our 2016 annual meeting. Provided,2018 Annual Meeting of Stockholders; provided, however, that in the event that thesuch date of the annual meeting is more than 30 days before or more than 60 days after May 6, 2016,120th120th day prior to such annual meeting and no later than the close of business on the 90th90th day prior to such annual meeting or the 10th10th day following the day on which public announcement of the date of such meeting is first made by us. To be in proper form, a stockholder’s notice must include the information about the proposal or nominee specified in our Bylaws.A stockholder seeking to submit a proposal or nomination is encouraged to seek independent counsel about our Bylaws and applicable Exchange Act requirements. We reserve the right not to consider any proposal or nomination that is not timely or otherwise does not meet our Bylaws or applicable Exchange Act requirements for submitting such proposal or nomination.Whom should I contact with questions about the Annual Meeting?If you have any questions about this Proxy Statement or the Annual Meeting, please contact our Corporate Secretary, at 11601 N. Galayda Street, Houston, TX 77086 or by telephone at (281) 598-1230.Directions to Annual MeetingDirections to our Annual Meeting, to be held at Company’sour principal executive offices, which are located at 11601 N. Galayda Street, Houston, TX 77086, are available on our website at: http://www.icdrilling.com/contact.html.CORPORATE GOVERNANCEWe are committed to adhering to sound principles of ethical conduct and good corporate governance. We have adopted a number of corporate governance policies and practices designed to promote the long-term interests of our stockholders, maintain internal checks and balances, strengthen management accountability, engender public trust and foster responsible decision making and accountability. The following are certain of the important corporate governance policies and practices we have adopted.Committee ChartersWe have adopted a charter for each of the three committees of the Board. Each committee charter outlines the authority and responsibilities delegated by the Board to the respective committee; enumerates membership requirements for the committee, including any applicable New York Stock Exchange (“NYSE”) or Securities and Exchange Commission (“SEC”) membership requirements; and sets forth a framework for committee meetings. Summaries of each of the committee charters are set forth below under the heading “—Committees of our Board.“-Board Committees.” Copies of each of our committee charters is available on our website at http://icdrilling.investorroom.com/corporategovernance.Code of Business Conduct and EthicsWe have adopted a Code of Business Conduct and Ethics (“Code of Ethics—Ethics-Employees”), which provides the basic principles and guidelines to foster a culture of honesty and accountability and to establish standards of integrity, honesty and ethical conduct that all our officers and employees must follow. We have adopted a separate code of ethics that applies to our directors, including employee directors, which is described in more detail below. A copy of our Code of Ethics—Ethics -Employees is available on our website at http://icdrilling.investorroom.com/code_of_conduct. Stockholders may also request a printed copy of the Code of Ethics—Ethics -Employees, free of charge, by contacting our Corporate Secretary, at Independence Contract Drilling, Inc., 11601 N. Galayda Street, Houston, TX 77086 or by telephone at (281) 598-1230 or by emailing Investor.relations@icdrilling.com.investor.relations@icdrilling.com. Any waiver of the Code of Ethics—Ethics -Employees for executive officers may be made only by our Board or a Board committee to which the Board has delegated that authority and will be promptly disclosed to our stockholders as required by applicable U.S. federal securities laws and the corporate governance rules of the NYSE. Amendments to the Code of Ethics—Ethics -Employees must be approved by our Board and will be promptly disclosed (other than technical, administrative or non-substantive changes) on our website.Code of Ethics for Senior Officers of the CompanyWe have adopted a Code of Ethics for Senior Officers of the Company (“Code of Ethics—Ethics-Senior Officers”), supplementing the Code of Ethics-Employees, that sets forth the ethical principles by which our President and Chief Executive Officer, Executive Vice President and Chief Operating Officer, Chief Financial Officer, Chief Accounting Officer and other executives of the Company are expected to conduct themselves when carrying out their duties. A copy of our Code of Ethics—Ethics -Senior Officers is available on our website at http://icdrilling.investorroom.com/code_of_conduct. Stockholders may also request a printed copy of the Code of Ethics—Ethics -Senior Officers, free of charge, by contacting our Corporate Secretary, at Independence Contract Drilling, Inc., 11601 N. Galayda Street, Houston, TX 77086 or by telephone at (281) 598-1230 or by emailing Investor.relations@icdrilling.com.investor.relations@icdrilling.com. Amendments to the Code of Ethics—Ethics -Senior Officers must be approved by our Board and will be promptly disclosed (other than technical, administrative or non-substantive changes) on our website.Code of Business Conduct and Ethics for DirectorsWe have adopted a Code of Business Conduct and Ethics for Directors (“Code of Ethics—Ethics-Directors”), which provides the basic principles and guidelines to foster a culture of honesty and accountability and to establish standards of integrity, honesty and ethical conduct that all members of our Board must follow. A copy of our Code of Ethics—Ethics-Directors is available on our website at http://icdrilling.investorroom.com/code_of_conduct. Stockholders may also request a printed copy of the Code of Ethics—Ethics -Directors, free of charge, byInvestor.relations@icdrilling.com.investor.relations@icdrilling.com. Any waiver of the Code of Ethics—EthicsEthics—Ethics -Directors must be approved by our Board and will be promptly disclosed (other than technical, administrative or non-substantive changes) on our website.Corporate Governance GuidelinesWe have adopted Corporate Governance Guidelines (the “Corporate Governance Guidelines”) in compliance with the corporate governance rules of the NYSE. The Corporate Governance Guidelines provide a flexible framework within which the Board and its committees operate. The Corporate Governance Guidelines cover, among other things, director qualification standards, responsibilities of directors, Board access to management and advisors, compensation of directors, and Chief Executive Officer evaluation and succession planning. A copy of our Corporate Governance Guidelines is available on our website at http://icdrilling.investorroom.com/corporategovernance.Related Person Transaction PolicyWe have adopted a Related Person Transaction Policy (the “Related Person Transaction Policy”), which provides guidelines for the review and approval of certain transactions, arrangements or relationships involving the Company and any of our directors (or nominees for director), executive officers, stockholder owing more than 5% of the Company and any immediate family members of any such person. As a general matter, we discourage such “related person transactions” because they present a heightened risk of potential or actual conflicts of interest and may create the appearance that decisions are based on considerations other than the best interest of the Company and its stockholders. In addition, our Related Person Transaction Policy is designed to assist the Board in preparing the disclosure that SEC rules require to be included in the Company’s applicable filings under the Securities Act of 1933 (the “Securities Act”) and the Exchange Act. Please see “Certain Relationships and Related Party Transactions—Transactions -Policies and Procedures for Identifying, Assessing and Approving Related Person Transactions” for additional information regarding our Related Person Transaction Policy. In addition to our Related Person Transaction Policy, which applies only to the persons enumerated above in specified circumstances, we have also adopted a Conflicts of Interest Policy, described in more detail below, that facilitiesfacilitates the general review of possible conflicts of interest for all our employees and our directors.Conflicts of Interest PolicyWe have adopted a Conflicts of Interest Policy (the “Conflicts of Interest Policy”), which provides guidelines and procedures regarding the timely and proper disclosure of possible conflicts of interest a Company employee or director may have in order to allow the Company to review each such possible conflict. Under our Conflicts of Interest Policy, a conflict arises when an individual’s private interest interferes in any way with the interests of the Company as a whole. Our Conflicts of Interest Policy is designed to prohibit directors, officers or other employees from engaging in any business or conduct or entering into any agreement or arrangement that would give rise to actual or potential conflicts of interest and provides guidance on how to report potential conflicts of interest. The Conflicts of Interest Policy supplements our Related Person Transaction Policy and each of our codes of ethics.INFORMATION ABOUT OUR BOARD AND ITS COMMITTEESBoard StructureOur business and affairs are managed under the direction of the Board. Our Board currently consists of sevensix directors with three standing committees to assist the Board in discharging its responsibilities: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Details as to the membership of the Board and each committee and the function of each committee are provided below. Our Bylaws state that the Board shall initially consist of five members and generally provides that this number may be increased or decreased by a majority vote of the Board. However, no reduction of the authorized number of directors may have the effect of removing any director before the director’s term of office expires.The following table identifies current members of the Board, the standing committees of the Board on which they serve and the chair of each committee as of the date of this Proxy Statement. The Board appoints members to its various committees on an annual basis at a regularly scheduled meeting, typically following the annual meeting of stockholders. Additional information about each committee is set forth below under the heading “—Committees“-Committees of Our Board.” As noted above under “Corporate Governance—CommitteeGovernance-Committee Charters,” each committee has a charter, which is available on our website at http://icdrilling.investorroom.com/corporategovernance. Stockholders may also obtain electronic or printed copies of these documents, free of charge, by contacting our Corporate Secretary, at Independence Contract Drilling, Inc., 11601 N. Galayda Street, Houston, TX 77086 or by telephone at (281) 598-1230 or by emailing Investor.relations@icdrilling.com.investor.relations@icdrilling.com. Biographies and other background information concerning each of our current directors are set forth under the heading “Proposal 1: Election of Directors—DirectorDirectors-Director Biographies.” AuditCommittee CompensationCommittee Nominating andCorporate GovernanceCommitteeThomas R. Bates, Jr.Chairman of the Board 
Member Member Byron A. DunnChief Executive OfficerEdward S. Jacob, IIIPresident & Chief Operating Officer Arthur Einav
Member Member
ChairMatthewJames D. Fitzgerald Chair Member MemberMatthew D. Fitzgerald Daniel F. McNease 
Chair ChairDaniel F. McNease Member ChairTighe A. Noonan MemberAttendance at Board and Committee MeetingsIn 2014,2016, our Board held 11nine meetings and each of our directors attended at least 75% of the meetings of our Board and any Board committee on which he served.Attendance at Annual MeetingsDirectors are encouraged, but not required, to attend our annual meeting of stockholders. During 2014, all2016, five of our directors attended the annual meeting of stockholders.Director IndependenceOur Board has determined that Messrs. Bates, Einav,Crandell, Fitzgerald, McNease and Noonan are each independent under the listing standards of the NYSE. Messrs.Mr. Dunn and Jacob areis not considered independent due to theirhis current employment relationship with us.In evaluating each director’s independence, the Board of Directors considered all of the objective independence standards under any applicable NYSE listing standards and SEC rules as well as subjectively considered each of our directors’ direct and indirect relationships with the Company. The material relationships consisted of:Mr. Einav’s position as Managing Director, General Counsel and Corporate Secretary at Sprott Resources Corp. (“Sprott”) and Sprott’s business relationships with the Company during the last three fiscal years;
Mr. McNease’s position as a director of AXON EP, Inc. (“AXON”) and AXON’s business relationship with the Company during the last three fiscal years;
Mr. Noonan’s position as a founding shareholder partner and partner of 4D Global Energy Advisors SAS (“4D”) and 4D’s business relationship with the Company, 4D’s business relationships and Mr. Noonan’s former position as a director of the ultimate parent of Global Energy Services Operating, LLC (“GES”) and GES’s business relationships with the Company during the last three fiscal years;
Mr. Bates’ former position as a director of the ultimate parent of GES and GES’s business relationship with the Company during the last three fiscal years; and
Mr. Fitzgerald’sCrandell’s position as a director of Rosetta ResourcesNow, Inc. (“Rosetta”DNOW”) and Rosetta’s businessDNOW’s relationship withas a potential supplier of certain products and services to the Company during the last three fiscal years.
oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.
SEC.
Exchange Act standards. Because Mr. Einav serves as an executive officer of Sprott, which beneficially owned greater than 19.8% of our outstanding common stock as of August 13, 2014, we have not yet determined that Mr. Einav qualifies as independent under Rule 10A-3 of the Exchange Act. Until such time as Mr. Einav is determined to be independent under Rule 10A-3 of the Exchange Act or is substituted with a director who qualifies as independent under both the NYSE and Exchange Act rules, we intend to rely on the one-year transitional relief provided under the NYSE and Exchange Act rules.
2016.
2016.
Noonan.
2016.
Related Person Transaction Policy.
During 2014, Messrs. Bates, Einav and McNease served on our Compensation Committee.
2016, except that Mr. Noonan reported a change in beneficial ownership associated with a distribution of shares occurring December 29, 2016, by GES to a fund managed by 4D, by amendment to a Form 4 filed on February 21, 2017.
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (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)) (C) | |||||||||
Equity compensation plans approved by security holders(1) | 963,196 | $ | 12.74 | 1,124,044 | ||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
Total | ||||||||||||
| Number of securities to be issued upon exercise of outstanding options, warrants and rights | 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)) | ||||
| Plan Category | (A) | (B) | (C) | |||
Equity compensation plans approved by security holders(1) | 935,720 | $12.74 | 1,693,651 | |||
| Equity compensation plans not approved by security holders | — | — | — | |||
| Total | 935,720 | $12.74 | 1,693,651 | |||
| (1) | Represents our 2012 Omnibus Incentive Plan. For additional information, see “Executive |
Name and Address of Beneficial Owners(1)(2) | Shares Beneficially Owned(3) | Shares Acquirable within 60 days(4) | Total | Percent of Common Stock Beneficially Owned | ||||||||||||
5% Stockholders: | ||||||||||||||||
Sprott Resource Corp.(5) | 4,525,000 | — | 4,525,000 | 19.8 | % | |||||||||||
4D Global Energy Advisors SAS(6) | 2,562,500 | — | 2,562,500 | 11.21 | % | |||||||||||
Lime Rock Partners III, L.P(7) | 2,119,500 | — | 2,119,500 | 8.6 | % | |||||||||||
Global Energy Services Operating, LLC(8) | 1,570,000 | — | 1,570,000 | 6.4 | % | |||||||||||
Carey Trustees Limited as Trustee for the Alumbrera Trust(9) | 1,570,000 | — | 1,570,000 | 6.4 | % | |||||||||||
Jennison Associates LLC(10) | 2,607,472 | — | 2,607,472 | 10.6 | % | |||||||||||
Prudential Financial, Inc.(10)(11) | 2,607,972 | — | 2,607,972 | 10.6 | % | |||||||||||
FMR LLC(12) | 3,694,423 | — | 3,694,423 | 14.99 | % | |||||||||||
Directors and Named Executive Officers: | ||||||||||||||||
Thomas R. Bates, Jr.(13) | 30,122 | — | 30,122 | * | ||||||||||||
Byron A. Dunn(14) | 359,129 | 400,350 | 759,479 | 3.08 | % | |||||||||||
Arthur Einav(5)(15) | 12,272 | — | 12,272 | * | ||||||||||||
Matthew D. Fitzgerald(16) | 23,122 | — | 23,122 | * | ||||||||||||
Edward S. Jacob, III(17) | 144,162 | 59,660 | 203,822 | * | ||||||||||||
Daniel F. McNease(18) | 20,122 | — | 20,122 | * | ||||||||||||
Tighe A. Noonan(6)(19) | 2,574,772 | — | 2,574,772 | 10.45 | % | |||||||||||
Philip A. Choyce(20) | 160,920 | 157,000 | 317,920 | 1.29 | % | |||||||||||
All Directors and Executive Officers as a Group (13 persons): | 3,532,611 | 782,514 | 4,315,125 | 17.52 | % | |||||||||||
Name and Address of Beneficial Owners(1)(2) | Shares Beneficially Owned (3) | Shares Acquirable within 60 days (4) | Total | Percent of Common Stock Beneficially Owned | ||||||||
| 5% Stockholders: | ||||||||||||
Capital Research Global Investors(5) | 4,611,000 | — | 4,611,000 | 12.2 | % | |||||||
4D Global Energy Advisors SAS(6) | 3,114,613 | — | 3,114,613 | 8.2 | % | |||||||
Adage Capital Partners, L.P.(7) | 2,613,959 | — | 2,613,959 | 6.9 | % | |||||||
Jennison Associates LLC(8) | 2,094,088 | — | 2,094,088 | 5.5 | % | |||||||
Prudential Financial, Inc.(8)(9) | 2,096,038 | — | 2,096,038 | 5.5 | % | |||||||
| Directors and Named Executive Officers: | ||||||||||||
Thomas R. Bates, Jr.(10) | 46,652 | — | 46,652 | * | ||||||||
Byron A. Dunn(11) | 373,332 | 400,350 | 773,682 | 2.0 | % | |||||||
James D. Crandell(12) | — | — | — | * | ||||||||
Matthew D. Fitzgerald(13) | 40,622 | — | 40,622 | * | ||||||||
Daniel F. McNease(14) | 37,622 | — | 37,622 | * | ||||||||
Tighe A. Noonan(6)(15) | 3,136,205 | — | 3,136,205 | 8.3 | % | |||||||
Philip A. Choyce(16) | 165,852 | 157,000 | 322,852 | * | ||||||||
Christopher K. Menefee(17) | 45,412 | — | 45,412 | * | ||||||||
Edward S. Jacob, III(18) | — | 119,320 | 119,320 | * | ||||||||
| All Directors and Executive Officers as a Group (11 persons): | 3,890,331 | 557,350 | 4,447,681 | 11.8 | % | |||||||
|
| (1) | “Beneficial ownership” is a term broadly defined by the SEC in Rule 13d-3 under the Exchange Act and includes more than the typical forms of stock ownership, that is, stock held in the person’s name. The term also includes what is referred to as “indirect ownership” meaning ownership of shares as to which a person has or shares investment or voting power, or a person who, through a trust or proxy, prevents the person from having beneficial ownership. |
| (2) | The address for each Named Executive Officer and director set forth in the table, unless otherwise indicated, is c/o Independence Contract Drilling, Inc., 11601 N. Galayda Street, Houston, Texas 77086. |
| (3) | Amounts shown include common stock and restricted stock awards beneficially owned as of March |
| (4) | Reflects the number of shares that could be purchased upon the exercise of options, warrants or other right of conversion held by the named person as of March |
| (5) | As reported on Schedule |
| (6) | As reported on a Schedule |
| (7) | As reported on a Schedule |
| (8) |
|
|
As reported on Schedule 13G/A as of December 31, |
| (9) | As reported on Schedule 13G/A as of December 31, |
|
Includes |
| (11) | Shares acquirable within 60 days |
| (12) | Excludes |
| (13) | Includes |
| (14) | Includes |
|
|
|
| (15) | Includes |
| (16) | Shares acquirable within 60 days includes options to purchase 157,000 shares of common stock that are exercisable within 60 days of March |
Name Age Position Byron A. Dunn Philip A. Choyce Christopher K. Menefee Aaron W. Mueller – College Station. He is a Director of the International Association of Drilling Contractors and is currently Chairman of the IADC Houston Chapter. Name Principal Position During Byron A. Dunn Name and Principal Position Byron A. Dunn (Chief Executive Officer) Edward S. Jacob, III(6) (President and Chief Operating Officer) Philip A. Choyce (Senior Vice President and Chief Financial Officer) Amounts reflected in this column include total annual salary paid during the applicable fiscal year. Amounts reflected in this column Amounts reflected in this column represent performance-based incentive compensation earned under a plan during the applicable year, excluding discretionary components not based on performance criteria and thus reported as bonus. All other compensation Mr. Menefee was not a Named Executive Officer in 2015 and 2014.2019 and (iii) 68,108 shares underlying performance restricted stock units that may potentially vest, based upon achievement of performance metrics, on February 8, 2020.(17) Includes 12,872 shares of restricted stock that will not vest within 60 days of March 15, 2017, but which provide Mr. Menefee with voting rights and will vest on August 13, 2017. Excludes 20,000 shares of common stock underlying restricted stock units that will vest ratably on each of February 22, 2018 and February 22, 2019, and 29,317 shares underlying restricted stock units that will vest ratably on each of February 8, 2018, February 8, 2019 and February 8, 2020. Also excludes (i) 51,488 shares of common stock underlying performance restricted stock units that may potentially vest, based upon achievement of performance metrics, on August 13, 2017, (ii) 5,040 shares of common stock underlying performance restricted stock units that may potentially vest, based upon achievement of performance metrics, on February 22, 2019 and (iii) 25,042 shares underlying performance restricted stock units that may potentially vest, based upon achievement of performance metrics, on February 8, 2020. (18) Shares acquirable within 60 days includes options to purchase 119,320 shares of common stock that are exercisable within 60 days of March 15, 2017. EXECUTIVE OFFICERSOur executive officers serve at the discretion of our Board. The following table sets forth certain information as of the date of this Proxy Statement regarding our executive officers: 57Chief Executive OfficerEdward S. Jacob, III6259 President and Chief OperatingExecutive Officer 4850 SeniorExecutive Vice President and Chief Financial OfficerDavid C. Brown 68Senior Vice President—Construction and EngineeringJ. Scott Thompson60Senior Vice President—Human Resources and AdministrationMichael J. Harwell4637 Vice President—President - OperationsMichael J. Harwell 48 Vice President - Finance and Chief Accounting Officer 3739 Vice President—President - Business Development 3638 Vice President—President - HSEThere are no family relationships among any of our directors and executive officers.The following biographies describe the business experience of our executive officers.Byron A. Dunn, Director and Chief Executive Officer. Mr. Dunn is one of our original founders and has served as our Chief Executive Officer and a director since our inception.inception in 2011, as well as our President since June 2016. From 2007 to 2010, Mr. Dunn served as a Director, President and Chief Executive Officer of Global Energy Services, Inc., whose drilling group formed the rig manufacturing division of our company upon our formation. From 2010 to 2011, Mr. Dunn served as a director, President and Chief Executive Officer President,of Erin Energy Corp, a NYSE listed international E&P company with operations in China and Director of CAMAC Energy Inc.Africa. Previously, Mr. Dunn served as the President and CEO of GES-Global Energy Services from 2007 to 2010. From September 2005 to December 2007, Mr. Dunn served as Senior Vice President Corporate Development of Harvest Natural Resources, Inc. (“Harvest”), as a managing director of Harvest’s Russian subsidiary and as Chairman of Harvest’s joint venture with China National Offshore Oil Corporation. He also served on Harvest’s board of directors and as a member of its Audit and Compensation committees. From 2003 to 2005, Mr. Dunn was Vice President, Corporate Business Development with National Oilwell Varco, Inc. serving as(“NOV”), President of NOV’s 3,500 employee, $1.0 billion revenue Eastern Hemisphere Rig Solutions Group, chair of the National Oilwell/Varco integration task force and as Chairman of the Board of Directors of TTS Marine ASA, a Bergen, Norway ships’ equipment manufacturer. He chaired the National Oil Varco integration team. From 1997 to 2003,an NOV investee company. Mr. Dunn held increasingly responsible roleshas over 15 years’ experience in investment banking, last serving as Executive Director of the UBS Global Energy and Power Group, serving as Oilfield Service Research Global Sector Coordinator and later as Executive Director of the Investment Banking Group. Earlier in his career, Mr. Dunn was Manager of Upstream Business Development and Acquisitions for Phibro Energy. He began his career with Chevron USA, where he worked from 1980 until 1984 asearned a Drilling EngineerB.S. in the Gulf of Mexico, later becoming Eastern Region Production Coordinator. Mr. Dunn graduatedChemical Engineering from the Illinois Institute of Technology with a degree in chemical engineering in 1980 and earned an MBA with a specialization in finance from the University of Chicago in 1986.Booth School of Business. He also holds a CFA charter and is a member of the American Institute of Chemical Engineers, the Society of Petroleum Engineers and is a fellowFellow of the National Association of Corporate Directors.Edward S. Jacob, III,Director, President and Chief Operating Officer. Mr. Jacob has served as our President and Chief Operating Officer and a director since May 2014 He serves on the Board of Directors of Brace Industrial Group and as ourChairman of its HSE Committee.Philip A. Choyce, Executive Vice President and Chief Operating Officer since February 2012. Before joining us, Mr. Jacob served as the President and Chief Executive Officer of Keen Energy (“Keen”) from March 2009 until October 2011. Mr. Jacob evaluated business opportunities from October 2011 until joining us in February 2012. Prior to Keen, Mr. Jacob had a distinguished career at Grey Wolf, Inc. (“Grey Wolf”), a contract drilling company, from February 1999 until December 2008, serving as Senior Vice President of Operations. While at Grey Wolf, Mr. Jacob also served as Senior Vice President of Marketing. Mr. Jacob left Grey Wolf when it was acquired by Precision Drilling Company in December 2008. Prior to working at Grey Wolf, Mr. Jacob served as Executive Vice President of Bayard Drilling Technologies, Inc. (“Bayard”), operating 88 land rigs in Oklahoma, Texas and Louisiana. Prior to joining Bayard, Mr. Jacob spent 13 years in various sales, marketing and operations management positions with Helmerich & Payne International Drilling Co. Mr. Jacob is a 2007 graduate of the Harvard Business School’sAdvanced Management Program. Mr. Jacob currently serves as the Chairman of the Board of Directors of the International Association of Drilling Contractors (the “IADC”). He is also a member of the Society of Petroleum Engineers, the American Association of Drilling Engineers and the American Petroleum Institute. Mr. Jacob has received the IADC’s Distinguished Service Award and 2014 Contractor of the Year Award. Mr. Jacob has also served on the API Executive Committee for Drilling and Production Operations.Philip A. Choyce,Senior Vice President and Chief Financial Officersincefrom March 2012 to August 2016, and as our Senior Vice President and General Counsel from November 2011 until March 2012. From 2009 until 2011, Mr. Choyce was the owner of The Choyce Firm, which provided legal services to domestic and international oil and gas services companies. Mr. Choyce served as the Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer of Grant Prideco, Inc., one of the world’s largest suppliers of drill pipe and drill bits, from its spinoff into a new public company in 2000 until its sale to National Oilwell Varco in 2008. Prior to joining Grant Prideco, Mr. Choyce was a Senior Associate at Fulbright & Jaworski LLP. Mr. Choyce began his career as a certified public accountant at Ernst & Young LLP. Mr. Choyce graduated from Texas A&M University with a B.B.A. in accounting in 1989,Accounting, and received his law degree from the University of Texas in Austin in 1993.David C. Brown,SeniorAustin.Philip A. Dalrymple, Vice President—Construction and Engineering. President-Operations. Mr. BrownDalrymple has served as our Senior Vice President—Construction and Engineering since May 2014 and as our Vice President—Organizational Effectiveness from March 2012 to May 2014. Mr. Brown retired in 2010 from Lanzhou LS-National Oilwell Petroleum Engineering Company where he served as the Chief Operating Officer since 2006. From 2000 to 2005 Mr. Brown was the Vice President of Manufacturing– Operations since August 2016. Mr. Dalrymple joined us in January 2013, and Chief Health, Safety and Environmental and Quality Officer of National Oilwell. He co-chaired the National Oilwell/Varco integration in 2004 and 2005. Mr. Brown held various operating positions within National Oilwell, Oilwell and U.S. Steel beginning in 1969. He is a graduate of the University of Pittsburgh with a degree in industrial engineering.J. Scott Thompson.Senior Vice President—Human Resources and Administration. Mr. Thompson has served as Seniorin increasing roles of responsibility, including Drilling Superintendent from January 2013 until October 2013 and Operations Manager from November 2013 until his promotion to Vice President—Human Resources and Administration since October 2014.President - Operations. Prior to joining the Company,us, Mr. ThompsonDalrymple was employed at Rowan Companies, most recently as lead project engineer overseeing construction of offshore drilling rigs from 2010 until 2013. From 2000 until 2010, Mr. Dalrymple served as the Director, Learning & Development at Noble Energy, Inc. (“Noble”)in increasing roles of responsibility in Rowan’s drilling operations, including rig manager and safety specialist. Mr. Dalrymple earned a B.S. in Mechanical Engineering Technologies from May 2012 to October 2014, where he directed the learning and organizational development activities of Noble. From December 2009 to May 2012, Mr. Thompson was Vice President—Environmental Operations at Carbo Ceramics. From April 2006 to November 2009, Mr. Thompson served as Senior Vice President—Human Resources and Administration at NATCO Group, Inc. From February 1979 to April 2005, Mr. Thompson worked at Schlumberger Limited in various management, sales and human resource roles. Mr. Thompson is a graduate of New Mexico StateTexas A&M University with a degree in Business Management.Michael J. Harwell,Vice President—FinancePresident-Finance and Chief Accounting Officer. Mr. Harwell has served as our Vice President—President -Finance and Chief Accounting Officer since August 1, 2012. Prior to joining us, Mr. Harwell served from 2005 to 2012 as the Vice President and Corporate Controller for Landry’s, Inc. (“Landry’s”), a restaurant, gaming and entertainment company. Prior to joining Landry’s, Mr. Harwell served as Vice President and Corporate Controller for NetVersant Solutions, Inc., a Houston based start-up company specializing in high-end network infrastructure projects. Mr. Harwell also held various positions with Nabors Industries, Ltd., a publicly-traded drilling contractor, the most recent of which was Corporate Controller. After graduating from Texas A&M University with a B.B.A. in accounting,Accounting, Mr. Harwell, a certified public accountant, joined Ernst & Young LLP and remained with the accounting firm until 1994.Christopher K. Menefee,Vice President—BusinessPresident-Business Development. Mr. Menefee has served as our Vice President—President -Business Development since MayMarch 2012. Prior to joining us, Mr. Menefee served in multiple positions with Rowan Companies, Inc., where he began his oilfield career in 1997.1997 at Rowan Companies, Inc. In 2001, Mr. Menefee transferred from the U.S. Gulf of Mexico to Rowan’s Land Division where he held field operational roles and held multiple positions including Assistant Driller, Field Safety Representative, Rig Move Operations,was the Health and Safety Manager and Sales Representative. In 2009,Manager. Mr. Menefee was promotedmoved to Rowan’s corporate headquarters as the position of Director of Marketing with Rowan.in 2006. In this role, he was responsible for the marketing, sales and contracting of Rowan’s domestic and international rig fleet. Mr. Menefee graduated from The University of Mississippi in Oxford in 2000 with a B.A. in Psychology.Aaron W. Mueller,Vice President—Health,President-Health, Safety and Environmental. Mr. Mueller has served as our Vice President—President -Health, Safety and Environmental since February 2013, and Director of Marketing and Sales from August 2012 until February 2013. Prior to joining us, Mr. Mueller served as a driller on both land and offshore rigs with Rowan Companies, Inc., where he began his career as a college roustabout in 2001. Mr. Mueller was named Project Manager of New Builds in 2006 within LeTourneau Drilling Systems, a Rowan Company, where he managed the rig component assembly and delivery for the construction of Rowan’s 2000-hp land drilling rigs project. Mr. Mueller also served as Land Drilling Division Safety Manager as well as Corporate Safety Specialist at Rowan Companies plc, where he managed all HSE aspects associated with Rowan’s 25 rig25-rig land drilling fleet and 30 offshore domestic and international offshore jack-up drilling fleet. Additionally, Mr. Mueller served as the Quality Systems Manager and Global Training Manager responsible for the creation, certification and management of Rowan’s global corporate management system. Mr. Mueller is a member of the IADC, the American Petroleum Institute, the Society of Petroleum Engineers and the American Association of Drilling Engineers.EXECUTIVE COMPENSATIONAs noted above in “About the Annual Meeting—ImplicationsMeeting-Implications of being an ‘emerging growth company’”,” we are currently considered an emerging growth company for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures. Further, our reporting obligations extend only to the individuals serving as our chief executive officer, and our two other most highly compensated executive officers.officers, and one additional former officer who would have been considered one of our two other most highly compensated executive officers except that he retired from the Company effective June 30, 2016. For the year ended December 31, 2014,2016, our named executive officers (“Named Executive Officers”) were: 2014 Chief Executive Officer Edward S. Jacob, III President and Chief Operating OfficerPhilip A. ChoyceSeniorExecutive Vice President and Chief Financial OfficerChristopher K. Menefee Vice President - Business Development Edward S. Jacob, III (1)Former President and Chief Operating Officer ____________(1) Mr. Jacob retired from the Company effective June 30, 2016. Summary Compensation TableThe following table summarizes, with respect to our Named Executive Officers, information relating to the compensation earned for services rendered in all capacities during the fiscal years ended December 31, 20132016, 2015 and 2014. Year Salary
($)(1) Bonus
($)(2) Stock
Awards
($)(3) Option
Awards
($)(4) All Other
Compensation
($)(5) Total
($) 2014 363,077 407,321 3,536,254 — 14,350 4,321,002 2013 300,000 315,000 — — 774 615,774 2014 301,923 297,543 1,742,699 — — 2,342,165 2013 237,807 259,875 712,990 509,200 1,051 1,720,923 2014 245,769 195,585 1,748,240 — 9,100 2,198,694 2013 200,000 150,000 — — 269 350,269 Non-Equity Incentive Plan Stock Option All Other Salary Bonus Compensation Awards Awards Compensation Total Name and Principal Position Year ($) (1) ($) (2) ($) (3) ($) (4) ($) ($) (5) ($) Byron A. Dunn 2016 $ 464,000 $ — $ 431,282 $ 1,071,521 $ — $ 15,600 $ 1,982,403 (Chief Executive Officer) 2015 $ 464,000 $ — $ 185,211 $ — $ — $ 19,878 $ 669,089 2014 $ 363,077 $ 407,321 $ — $ 3,536,254 $ — $ 14,350 $ 4,321,002 Philip A. Choyce 2016 $ 319,000 $ — $ 193,240 $ 491,136 $ — $ 9,100 $ 1,012,476 (Executive Vice President and 2015 $ 319,000 $ — $ 106,960 $ — $ — $ 19,878 $ 445,838 Chief Financial Officer) 2014 $ 245,769 $ 195,585 $ — $ 1,748,240 $ — $ 9,100 $ 2,198,694 Christopher K. Menefee(6) 2016 $ 250,000 $ — $ 86,538 $ 133,935 $ — $ 18,200 $ 488,673 (Vice President - Business Development) Edward S. Jacob, III(7) 2016 $ 190,077 $ — $ — $ 38,846 $ — $ 1,554,800 $ 1,783,723 (President and Chief Operating Officer) 2015 $ 353,000 $ — $ 126,814 $ — $ — $ — $ 479,814 2014 $ 301,923 $ 297,543 $ — $ 1,742,699 $ — $ — $ 2,342,165 ____________(1) (2) include discretionaryrepresent bonuses paid in 2015 that relate toearned during the year ended December 31, 2014 and discretionary bonuses paid in 2014 that relate to the year ended December 31, 2013.(3) (4) Amount reflected in this column reflect the value of restricted stock and restricted stock unit awards granted during the applicable fiscal year, calculated in accordance with FASB ASC Topic 718. Values represent the fair market value of such restricted stock on the date of grant. Assumptions used in the calculation of these amounts for 2016 are included in Note 98 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 20142016 filed with the SEC.(4)Amounts reflected in this column reflect the value of stock option awards granted during the applicable fiscal year, calculated in accordance with FASB ASC Topic 718. The fair value of stock option awards is determined using the Black-Scholes option pricing model. Assumptions used in the calculation of these amounts are included in Note 9 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC.(5) is comprised entirely ofincludes health insurance and life insurance premiums paid by us on behalf of each of the named executive officer.(6) (7) Mr. Jacob began employment with us on February 2, 2013. Mr. Jacob was appointed as our President and Chief Operating Officer in MayMarch 2014. Mr. Jacob retired from the Company effective June 30, 2016.
During 2013, we did not implement a bonus or incentive compensation program tied to any objective measure of performance. All bonuses paid to our named executive officers relating to fiscal 2013 were entirely
discretionary and based upon subjective factors. Bonuses paid to Messrs. Dunn, Jacob and Choyce for fiscal 2013 exceeded the target levels provided for in each of their employment agreements by 150%. In determining the level of bonuses paid to our named executive officers relating to fiscal 2013, the material factors considered by ourNon-Equity Incentive Plan Compensation Committee and Board were: (i) the significant improvement in the safety and efficiency of our operations, including significant reductions in our Total Recordable Incidence Rate (“TRIR”) during 2013 and uptime performance, (ii) our success in obtaining longer-term contracts with new customers, (iii) the successful integration of our rig crews into our rig manufacturing process resulting in a significant reduction in fixed overhead costs and (iv) success in obtaining additional debt financing for the construction of our rigs.
| 2015 Weighting | ||||||
| Name | TRIR | Adjusted EBITDA | Utilization | |||
| Byron A. Dunn | 33% | 33% | 33% | |||
| Philip A. Choyce | 20% | 40% | 40% | |||
| Edward S. Jacob, III | 33% | 33% | 33% | |||
| First Half of 2014 Criteria $000s (except TRIR) | First Half of 2014 | Second Half of 2014 Criteria $000 (except TRIR) | Second Half of 2014 | |||||||||||||||||||||||||||||||
Bonus Criteria | Weighting(1) | Entry | Target | OA | Actual | Entry | Target | OA | Actual | |||||||||||||||||||||||||
Safety (TRIR) | 7.5-22.5% | 2.00 | 1.85 | 1.75 | 1.00 | 2.00 | 1.85 | 1.75 | 1.00 | |||||||||||||||||||||||||
Revenue | 7.5-22.5% | 29,582 | 31,139 | 34,253 | 28,210 | 36,955 | 38,900 | 42,790 | 40,283 | |||||||||||||||||||||||||
Gross Margin | 7.5-22.5% | 12,835 | 13,511 | 14,862 | 10,150 | 15,580 | 16,400 | 18,040 | 17,542 | |||||||||||||||||||||||||
Adjusted EBITDA | 7.5-22.5% | 7,720 | 8,126 | 8,939 | 7,196 | 10,830 | 11,400 | 12,540 | 11,832 | |||||||||||||||||||||||||
Subjective Factors | 0-60.0% | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||
| 2015 Criteria | ||||||||
| Bonus Criteria | Entry | Target | OA | Actual | ||||
Safety (TRIR)(1) | 1.21 | 1.10 | 0.99 | 1.80 | ||||
| Adjusted EBITDA ($'000s) | $20,021 | $22,246 | $24,471 | $25,391 | ||||
Rig Utilization(2) | 69.8% | 77.6% | 85.4% | 76.0% | ||||
| (1) |
|
| (2) | Calculated based upon a |
| 2016 Weighting | ||||||
| Name | TRIR | Adjusted EBITDA | Utilization | |||
| Byron A. Dunn | 33% | 33% | 33% | |||
| Philip A. Choyce | 20% | 40% | 40% | |||
| Christopher K. Menefee | 20% | 40% | 40% | |||
| 2016 Criteria | ||||||||
| Bonus Criteria | Entry | Target | OA | Actual | ||||
Safety (TRIR)(1) | 1.54 | 1.40 | 1.26 | 1.04 | ||||
| Adjusted EBITDA ($'000s) | $16,405 | $18,228 | $20,051 | $16,375 | ||||
Rig Utilization(2) | 58.5% | 65.0% | 71.5% | 66.0% | ||||
| (1) | Total Recordable Incidence Rate (“TRIR”). |
| (2) | Calculated based upon a 14-rig fleet, including decommissioned rigs and rigs undergoing conversion or upgrade. |
Directors.
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Option, Exercisable (#)(1) | Number of Securities Underlying Unexercised Option, Unexercisable (#)(1) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares or units of stock that have not vested ($)(3) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(4) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(3) | |||||||||||||||||||||||||||
Byron A. Dunn(5) | 3/2/2012 | 300,263 | 100,088 | 12.74 | 3/2/2022 | — | — | — | — | |||||||||||||||||||||||||||
| 8/13/2014 | — | — | — | — | 174,654 | 911,694 | 116,436 | 607,796 | ||||||||||||||||||||||||||||
Edward S. Jacob, III | 2/1/2013 | 29,830 | 89,490 | 12.74 | 2/1/2023 | 29,045 | 151,615 | — | — | |||||||||||||||||||||||||||
| 8/13/2014 | — | — | — | — | 86,072 | 449,296 | 57,380 | 299,524 | ||||||||||||||||||||||||||||
Philip A. Choyce | 3/2/2012 | 117,750 | 39,250 | 12.74 | 3/2/2022 | — | — | — | — | |||||||||||||||||||||||||||
| 8/13/2014 | — | — | — | — | 86,345 | 450,721 | 57,562 | 300,474 | ||||||||||||||||||||||||||||
| Equity | |||||||||||||||||||||||||||||
| incentive | |||||||||||||||||||||||||||||
| Equity | plan | ||||||||||||||||||||||||||||
| incentive | awards: | ||||||||||||||||||||||||||||
| plan | market or | ||||||||||||||||||||||||||||
| awards: | payout | ||||||||||||||||||||||||||||
| Number | number of | value of | |||||||||||||||||||||||||||
| of | Market | unearned | unearned | ||||||||||||||||||||||||||
| Number of | Number of | shares | value of | shares, | shares, | ||||||||||||||||||||||||
| Securities | Securities | or units | shares or | units or | units or | ||||||||||||||||||||||||
| Underlying | Underlying | of stock | units of | other | other | ||||||||||||||||||||||||
| Unexercised | Unexercised | that | stock that | rights that | rights that | ||||||||||||||||||||||||
| Option, | Option, | Option | Option | have not | have not | have not | have not | ||||||||||||||||||||||
| Exercisable | Unexercisable | Exercise | Expiration | vested | vested | vested | vested | ||||||||||||||||||||||
| Name | Grant Date | (#) (1) | (#) | Price ($) | Date | (#) (2) | ($) (3) | (#) (4) | ($) (3) | ||||||||||||||||||||
Byron A. Dunn (5) | 3/2/2012 | 400,350 | — | $ | 12.74 | 3/2/2022 | — | $ | — | — | $ | — | |||||||||||||||||
| 8/13/2014 | — | — | $ | — | — | 58,218 | $ | 390,061 | 116,436 | $ | 780,121 | ||||||||||||||||||
| 2/22/2016 | — | — | $ | — | — | 240,000 | $ | 1,608,000 | 26,890 | $ | 180,163 | ||||||||||||||||||
| Philip A. Choyce | 3/2/2012 | 157,000 | — | $ | 12.74 | 3/2/2022 | — | $ | — | — | $ | — | |||||||||||||||||
| 8/13/2014 | — | — | $ | — | — | 28,781 | $ | 192,833 | 57,562 | $ | 385,665 | ||||||||||||||||||
| 2/22/2016 | — | — | $ | — | — | 110,000 | $ | 737,000 | 12,330 | $ | 82,611 | ||||||||||||||||||
| Christopher K. | 12/4/2012 | 58,875 | — | $ | 12.74 | 12/4/2022 | — | $ | — | — | $ | — | |||||||||||||||||
| Menefee | 8/13/2014 | — | — | $ | — | — | 12,874 | $ | 86,256 | 25,744 | $ | 172,485 | |||||||||||||||||
| 2/22/2016 | — | — | $ | — | — | 30,000 | $ | 201,000 | 3,360 | $ | 22,512 | ||||||||||||||||||
| Edward S. Jacob, III | 2/1/2013 | 119,320 | — | $ | 12.74 | 6/30/2017 | — | $ | — | — | $ | — | |||||||||||||||||
| (1) | These stock options were issued under our 2012 Omnibus Incentive |
| (2) | These shares represent restricted stock awards and restricted stock units issued under our 2012 Omnibus Incentive Plan. The restricted stock awards granted on August 13, 2014 vest on August 13, 2017. The restricted stock units granted on February |
| (3) | The market value is based upon the applicable number of shares shown in the table multiplied by |
| (4) | These units represent performance-based restricted stock units issued under our 2012 Omnibus Incentive Plan. Such awards are subject to a performance period and a performance achievement (either earnings before interest, taxes, depreciation and amortization (“EBITDA”) or Total Shareholder Return). The performance-based restricted stock units |
| (5) | The stock options attributed to Mr. Dunn are held through |
| Option Awards | Stock Awards | |||||||||||||
| Name | Number of Shares | Value | Number of Shares | Value | ||||||||||
| Acquired on Exercise | Realized on Exercise | Acquired on Vesting | Realized on Vesting | |||||||||||
| (#) | ($) | (#) | ($) (1) | |||||||||||
| Byron A. Dunn | — | $ | — | 58,218 | $ | 296,912 | ||||||||
| Philip A. Choyce | — | $ | — | 28,782 | $ | 146,788 | ||||||||
| Christopher K. Menefee | — | $ | — | 12,873 | $ | 65,652 | ||||||||
Edward S. Jacob, III (2) | — | $ | — | 123,392 | $ | 670,019 | ||||||||
| (1) | Value determined based upon the closing price of our common stock on the applicable vesting date. |
| (2) | Includes shares vested in connection with Mr. Jacob's retirement on June 30, 2016. |
are eligible to receive target bonuses, payable at the discretion of the Board equal to 100%, 90% and 70%, respectively, of their annual salaries. Each employment agreement is for a term of three years; provided, however, that if neither the Company nor the employee has provided written notice of termination at least one year prior to the scheduled expiration of the then current term of the agreement (the “renewal date”), the employment term automatically extends for one additional year, so as to expire two years from such renewal date.
Each of our Named Executive Officers
•all accrued and unpaid salary and prior fiscal year bonus earned but not paid as of the date of termination;
a pro rata portion of the executive officer’s target bonus for the fiscal year in which termination of employment occurs; and
two (2) times the sum of (x) the executive officer’s annual base salary in effect at the time of termination of employment and (y) the executive officer’s target annual bonus; provided however, if Mr. Dunn’s termination is in connection with a change of control, he will receive three (3) times the sum of (x) his annual base salary in effect at the time of termination of employment and (y) his target annual bonus.
willful and continued failure to comply with the reasonable written directives of the Company for a period of thirty (30) days after written notice from the Company;
willful and persistent inattention to duties for a period of thirty (30) days after written notice from the Company, or the commission of acts within employment with the Company amounting to gross negligence or willful misconduct;
misappropriation of funds or property of the Company or committing any fraud against the Company or against any other person or entity in the course of employment with the Company;
misappropriation of any corporate opportunity, or otherwise obtaining personal profit from any transaction which is adverse to the interests of the Company or to the benefits of which the Company is entitled;
conviction of a felony involving moral turpitude;
willful failure to comply in any material respect with the terms of the employment agreement and such non-compliance continues uncured after thirty (30) days after written notice from the Company; or
chronic substance abuse, including abuse of alcohol, drugs or other substances or use of illegal narcotics or substances, for which the executive officer fails to undertake treatment immediately after requested by the Company or to complete such treatment and which abuse continues or resumes after such treatment period, or possession of illegal narcotics or substances on Company premises or while performing the executive officer’s duties and responsibilities.
any action or inaction that constitutes a material breach by the Company of the employment agreement and such action or inaction continues uncured after thirty (30) days following written notice from the executive officer;
the assignment to the executive officer of any duties inconsistent in any respect with the executive officer’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by the employment agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within 30 days of receipt of written notice thereof given by the executive officer;
a change in the geographic location at which the executive officer must perform services to a location more than fifty (50) miles from Houston, Texas or the location at which the executive officer normally performs such services as of the date of the employment agreement; or
in the event a change of control has occurred, the assignment to the executive officer to any position (including status, offices, titles and reporting requirements), authority, duties or responsibilities that are not (A) as a senior executive officer with the ultimate parent company of the entity surviving or resulting from such change of control and (B) substantially identical to the executive officer’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities as contemplated by the employment agreement.
We currently have
Under our 2012 Plan, the Compensation Committee may grant the following awards:
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Under our 2012 Plan, the Compensation Committee may also grant performance stock, performance units and annual cash incentive awards. Performance stock and performance units are awards that will result in a payment to a participant only if performance goals established by the Compensation Committee are achieved or the awards otherwise vest. It is intended that our 2012 Plan will permit the issuance of awards that conform with the standards of Section 162(m) of the Internal Revenue Code with respect to individuals who are classified as “covered employees” under Section 162(m). The Compensation Committee may establish organizational or individual performance goals which, depending on the extent to which they are met, will determine the number and the value of performance stock, performance units and annual cash incentive awards to be paid out to participants. Payment under performance unit awards may be made in cash or in shares of our common stock with equivalent value, or some combination of the two, as determined by the Compensation Committee.
The amount of, the vesting and the transferability restrictions applicable to any performance stock or performance unit award will be based upon the attainment of such performance goals as the Compensation Committee may determine. A performance goal will be based on one or more of the following business criteria: earnings per share, earnings per share growth, total stockholder return, economic value added, cash return on capitalization, increased revenue, revenue ratios (per employee or per customer), net income, stock price, market share, return on equity, return on assets, return on capital, return on capital compared to cost of capital, return on capital employed, return on invested capital, stockholder value, net cash flow, operating income, earnings before interest and taxes (“EBIT”), earnings before interest, taxes, depreciation and amortization (“EBITDA”), cash flow, cash flow from operations, cost reductions, cost ratios (per employee or per customer), proceeds from dispositions, project completion time and budget goals, net cash flow before financing activities, customer growth, total market value, successful closing of transactions, utilization rates and safety and environmental performance measures (including total recordable incident rates (“TRIR”)).
Awards may be granted under our 2012 Plan in substitution for stock options and other awards held by employees of other corporations who are about to become employees of our Company or any of our subsidiaries. The terms and conditions of the substitute awards granted may vary from the terms and conditions set forth in our 2012 Plan to the extent our Board may deem appropriate.
The existence of outstanding awards will not affect in any way the right or power of our Company to make any adjustments, recapitalizations, reorganizations or other changes in our Company’s capital structure or its business. If our Company shall effect a capital readjustment or any increase or reduction of the number of shares of our common stock outstanding, without receiving compensation therefor in money, services or property, then the number and per share price of our common stock subject to outstanding awards under our 2012 Plan shall be appropriately adjusted.
If we are not the surviving entity in any merger, consolidation or other reorganization; if we sell, lease or exchange or agree to sell, lease or exchange all or substantially all of our assets; if we are to be dissolved; or if we are a party to any other corporate transaction, then the committee may:
accelerate the time at which some or all of the awards then outstanding may be exercised, after which all such awards that remain unexercised shall terminate;
require the mandatory surrender to our Company of some or all of the then outstanding options and stock appreciation rights as of a date in which event the committee will then cancel such award and our Company will pay to each such holder an amount of cash per share equal to the excess, if any, of the per share price offered to stockholders of our Company in connection with such transaction over the exercise or grant price under such award for such shares;
have some or all outstanding awards assumed or have a new award of a similar nature substituted for some or all of the then outstanding awards;
provide that the number of our shares of common stock covered by an award will be adjusted so that such award when exercised will then cover the number and class or series of our common stock or other securities or property to which the holder of such award would have been entitled pursuant to the terms of the agreement or plan relating to such transaction if the holder of such award had been the holder of record of the number of shares of our common stock then covered by such award; or
make such adjustments to awards then outstanding as the committee deems appropriate to reflect such transaction.
After a merger involving our Company each holder of a restricted stock award granted under our 2012 Plan shall be entitled to have his or her restricted stock appropriately adjusted based on the manner in which the shares of our common stock were adjusted under the terms of the agreement of merger.
Awards under our 2012 Plan will be designed, granted and administered in such a manner that they are either exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code.
Our Board may alter, amend, or terminate our 2012 Plan and the Compensation Committee may alter, amend, or terminate any award agreement in whole or in part; however, no termination, amendment, or modification shall adversely affect in any material way any award previously granted, without the written consent of the holder.
No awards may be granted under our 2012 Plan on or after the tenth anniversary of the effective date of the 2012 Plan, August 13, 2014, unless our 2012 Plan is subsequently amended, with the approval of stockholders, to extend the termination date.
Indemnification Agreements
The indemnitee is, in turn, obligated to reimburse us for all amounts so advanced if it is later determined that the indemnitee is not entitled to indemnification. The indemnification provided under the indemnification agreements is not exclusive of any other indemnity rights; however, double payment to the indemnitee is prohibited.
•claims regarding the indemnitee’s rights under the indemnification agreement;
•claims to enforce a right to indemnification under any statute or law; and
•counter-claims against us in a proceeding brought by us against the indemnitee.
Mr. Einav and Mr. Noonan did not receive any cash compensation prior to the closing of our IPO. Subsequent to the closing of our IPO, Mr. Einav and Mr. Noonan began receiving payment of Board fees in accordance with the amounts set forth above. Mr. Dunn and Mr. Jacob are ineligible for director compensation as they are officers of the Company. Mr. Dunn’s and Mr. Jacob’s executive compensation is presented above in the “Executive Compensation—Summary Compensation Table.”
Director | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | |||||||||
Thomas R. Bates, Jr. | 62,902 | 136,833 | 199,735 | |||||||||
Matthew D. Fitzgerald | 52,918 | 136,833 | 189,751 | |||||||||
Daniel F. McNease | 55,435 | 136,833 | 192,268 | |||||||||
Tighe A. Noonan(2) | 16,886 | 136,833 | 153,719 | |||||||||
Arthur Einav(2) | 25,353 | 136,833 | 162,186 | |||||||||
| Fees Earned or | Other | |||||||||||||||
| Paid in Cash | Stock Awards | Compensation | Total | |||||||||||||
| Director | ($) | ($) | ($) | ($) | ||||||||||||
| Thomas R. Bates, Jr. | $ | 80,500 | $ | 70,000 | $ | — | $ | 150,500 | ||||||||
| Matthew D. Fitzgerald | $ | 71,000 | $ | 70,000 | $ | — | $ | 141,000 | ||||||||
| Daniel F. McNease | $ | 72,000 | $ | 70,000 | $ | — | $ | 142,000 | ||||||||
Tighe A. Noonan(1) | $ | 45,500 | $ | 70,000 | $ | — | $ | 115,500 | ||||||||
Arthur Einav(1) (2) | $ | 51,750 | $ | — | $ | — | $ | 51,750 | ||||||||
| (1) |
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Cash fees due to Mr. Noonan and Mr. Einav were assigned to 4D Global Energy Investments plc and Sprott Resource Partnership, respectively. |
2016. Director Nominee Position and Offices Thomas R. Bates, Jr. Byron A. Dunn Arthur Einav Matthew D. Fitzgerald Edward S. Jacob, III Daniel F. McNease Tighe A. Noonan 15, 2017: and Qualifications There are no family relationships among any of our directors or executive officers. Mechanical Engineering. compensation committees. January 2004. Mr. Fitzgerald also served as Vice President and Controller for BJ Services Company from 1989 to 2001. He previously served on the board of directors of Rosetta Resources, Inc. and Maverick Oil and Gas, Audit Fees(1) Audit-Related Fees Tax Fees All Other Fees Total “Audit Fees” consisted of amounts incurred for services performed in association with our annual financial statement audit, review of financial statements included in our Quarterly Reports on Form 10-Q, the filing of our registration statements, including our Form (2) Mr. Einav resigned from the Board in August 2016 and forfeited his 2016 stock awards. REPORT OF THE AUDIT COMMITTEEThe information contained in this Audit Committee Report and references in this Proxy Statement to the independence of the Audit Committee members shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates such information by reference in such filing.The Audit Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibilities with respect to: (1) the integrity of our financial statements, (2) our independent auditor’s qualifications and independence, (3) the performance of our internal audit function and independent auditors, (4) our compliance with legal and regulatory requirements, (5) our overall risk profile and (6) such other matters set forth in the charter of the Audit Committee, which was approved by the Board.Management is responsible for the preparation of the Company’s financial statements and its financial reporting processes, including the systems of internal controls and disclosure controls and procedures. PricewaterhouseCoopersBDO USA, LLP, the Company’s independent registered public accounting firm, is responsible for expressing opinions on the conformity of the Company’s financial statements to generally accepted accounting principles in the United States in accordance with the standards of the Public Company Accounting Oversight Board. The Audit Committee’s responsibility is to monitor and oversee these processes.In connection with these responsibilities, the Audit Committee reviewed and discussed with management and the independent registered public accounting firm the audited consolidated financial statements of the Company for the year ended December 31, 2014.2016. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 16,61, “Communications with Audit Committees.” In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with the independent registered public accounting firm that firm’s independence.Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements of the Company be included in its Annual Report onForm 10-K for the year ended December 31, 2014.Respectfully submitted by the Audit Committee of the Board of Directors of Independence Contract Drilling, Inc.Matthew D. Fitzgerald (Chairman)Thomas R. Bates, Jr.Arthur EinavDaniel F. McNeasePROPOSAL 1: ELECTION OF DIRECTORSGeneralOur directors are elected annually and serve one-year terms or until their earlier death, resignation, retirement, disqualification or removal or until their successors have been duly elected and qualified. Based on the recommendations from our Nominating and Corporate Governance Committee, our Board has nominated Messrs. Thomas R. Bates, Jr., Byron A. Dunn, Arthur Einav,James D. Crandell, Matthew D. Fitzgerald, Edward S. Jacob, III, Daniel F. McNease and Tighe A. Noonan for election as directors to serve until the 20162018 Annual Meeting of Stockholders and until their successors have been elected and qualified, or until their earlier death, resignation or removal. To be elected as a director, each nominee must receive the affirmative vote of a plurality of the votes cast at the Annual Meeting.Each director nominee has consented to being named as a nominee in this Proxy Statement and has indicated a willingness to serve if elected. We have no reason to believe that the director nominees will be unable or unwilling to serve on our Board if elected. However, if a nominee should become unable or unwilling to serve for any reason, proxies may be voted for another person nominated as a substitute by our Board, or our Board may reduce its size. Stockholders may not cumulate their votes in the election of our directors.Set forth below is background information with respect to our director nominees, as well as certain information regarding their individual experience, qualifications, attributes and skills that led our Board to conclude that they should serve as directors. There are no family relationships among any of our director nominees or executive officers. See “Stock Ownership Information—SecurityInformation-Security Ownership of Certain Beneficial Owners and Management” for information regarding our current directors’ and director nominees’ holdings of equity securities of the Company.The following table sets forth the names and ages of our director nominees, the year they first became a director and the positions they hold with the Company as of March 25, 2015: Director Since Age Chairman of the Board, Director 2011 65 Chief Executive Officer, Director 2011 57 Director 2012 39 Director 2012 57 President, Chief Operating Officer, Director 2014 62 Director 2013 63 Director 2011 58 Director Nominee Position and Offices Director Since Age Thomas R. Bates, Jr. Chairman of the Board, Director 2011 67 Byron A. Dunn Chief Executive Officer, Director 2011 59 James D. Crandell Director 2017 63 Matthew D. Fitzgerald Director 2012 59 Daniel F. McNease Director 2013 65 Tighe A. Noonan Director 2011 60 In evaluating director candidates, we assess whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise that are likely to enhance the Board’s ability to manage and direct our affairs and business, including, when applicable, to enhance the ability of the committees of the Board to fulfill their duties. Our Board believes that each director nominee is highly qualified to serve as a member of our Board and that, through their varying backgrounds, these individuals bring a wealth of experiences and new ideas to our Board. Our directors have diverse backgrounds and talents and extensive track records of success in what we believe are highly relevant positions in major enterprises. All of our director nominees have worked for, or served on the boards of directors of, a variety of companies in a wide range of industries. Each director nominee also contributes intangible qualities such as critical thinking, industry knowledge, and historical knowledge of our business that, taken together, provide us with the variety and depth of knowledge necessary for effective oversight, direction and vision for the Company.Director BiographiesDescribed below are the principal occupations and positions and directorships for at least the past five years of our current directors and director nominees, as well as certain additional information regarding their individual experience, qualifications, attributes and skills that led our Board to conclude that each of our directors should serve on the Board.Thomas R. Bates, Jr., Ph.D., Chairman of the Board. Dr. Bates has served as our Chairman of the Board since November 2011. Dr. Bates has been an Adjunct Professor and Co-Chair of the Energy MBA Advisory Board in the Neeley School of Business at Texas Christian University, where he has taught courses in energy macroeconomics since January 2011. From January 2010 until December 2012, Dr. Bates was a Senior Advisor to Lime Rock Management LP and was a Managing Director at the private equity firm from October 2001 until December 2009, where he was responsible for global investing in oil service and oil service technology. Before joining Lime Rock, Dr. Bates had 25 years of experience in senior oil service management and operations with Schlumberger Ltd., Weatherford Enterra Inc. and Baker Hughes Inc. Dr. Bates presently serves on the board of directors of Hercules Offshore Inc., TETRA Technologies Inc., and Alacer Gold Corporation and previously served on the board of directors of Hercules Offshore, Inc., NATCO Group, Inc., T-3 Energy Services, Inc., and Reservoir Exploration Technology ASA. Dr. Bates graduated from the University of Michigan with a Ph.D. in mechanical engineering.Byron A. Dunn, Director and Chief Executive Officer. Mr. Dunn is one of our original founders and has served as our Chief Executive Officer and a director since our inception.inception in 2011, as well as our President since June 2016. From 2007 to 2010, Mr. Dunn served as a Director, President and Chief Executive Officer of Global Energy Services, Inc., whose drilling group formed the rig manufacturing division of our company upon our formation. From 2010 to 2011, Mr. Dunn served as a director, President and Chief Executive Officer President,of Erin Energy Corp, a NYSE listed international E&P company with operations in China and Director of CAMAC Energy Inc.Africa. Previously, Mr. Dunn served as the President and CEO of GES-Global Energy Services from 2007 to 2010. From September 2005 to December 2007, Mr. Dunn served as Senior Vice President Corporate Development of Harvest Natural Resources, Inc. (“Harvest”), as a managing director of Harvest’s Russian subsidiary and as Chairman of Harvest’s joint venture with China National Offshore Oil Corporation. He also served on Harvest’s board of directors and as a member of its Audit and Compensation committees. From 2003 to 2005, Mr. Dunn was Vice President, Corporate Business Development with National Oilwell Varco, Inc. serving as(“NOV”), President of NOV’s 3,500 employee, $1.0 billion revenue Eastern Hemisphere Rig Solutions Group, chair of the National Oilwell/Varco integration task force and as Chairman of the Board of Directors of TTS Marine ASA, a Bergen, Norway ships’ equipment manufacturer. He chaired the National Oil Varco integration team. From 1997 to 2003,an NOV investee company. Mr. Dunn held increasingly responsible roleshas over 15 years’ experience in investment banking, last serving as Executive Director of the UBS Global Energy and Power Group, serving as Oilfield Service Research Global Sector Coordinator and later as Executive Director of the Investment Banking Group. Earlier in his career, Mr. Dunn was Manager of Upstream Business Development and Acquisitions for Phibro Energy. He began his career with Chevron USA, where he worked from 1980 until 1984 asearned a Drilling EngineerB.S. in the Gulf of Mexico, later becoming Eastern Region Production Coordinator. Mr. Dunn graduatedChemical Engineering from the Illinois Institute of Technology with a degree in chemical engineering in 1980 and earned an MBA with a specialization in finance from the University of Chicago in 1986.Booth School of Business. He also holds a CFA charter and is a member of the American Institute of Chemical Engineers, the Society of Petroleum Engineers and is a fellowFellow of the National Association of Corporate Directors.Arthur Einav, He serves on the Board of Directors of Brace Industrial Group and as Chairman of its HSE Committee.James D. Crandell, Director.Mr. Einav has served as a director onCrandell was appointed to our Board of Directors since March 2012.effective January 4, 2017. Mr. Einav has served in various positions at Sprott Inc. since May 2010 and is currentlyCrandell's career includes serving as Managing Director General Counselof Cowen and Corporate Secretary at Sprott Resource Corp.Company from 2013 until 2016, and Sprott Consulting LPas Managing Director of Dahlman Rose from 2011 until its acquisition by Cowen and General Counsel at Sprott Inc.Company in 2013. Prior to joining the Sprott group of companies,that he served as Managing Director at Barclays Capital plc from 2008 until 2011, and as Managing Director for Lehman Brothers starting in 1999 until its acquisition by Barclays Capital in 2008. From 1981 until 1998, Mr. Einav was an associateCrandell held various posts at the law firm of Davis Polk & Wardwell LLP (“Davis Polk”) from July 2005 until May 2010. Mr. Einav has worked on public and private debt and equity offerings, exchange offers, mergers and acquisitions and debt restructurings in a variety of industries. Prior to joining Davis Polk, Mr. Einav was an associate at McCarthy Tétrault LLP. Mr. Einav presently serves as aSalomon Brothers, including managing director, senior oil services analyst, director of Corsa Coal Corp.U.S. equity research, and RII North America Inc. He holds a Bachelorglobal coordinator of Laws degree and a Masters in Business Administration from Osgoode Hall Law School and the Schulich School of Business. He also holds a Bachelor of Science degree from the University of Toronto andequity research. Mr. Crandell currently is a member of the Law SocietyBoard of Upper CanadaDirectors of NOW Inc. (NYSE: DNOW), where he serves on the nominating/corporate governance and the New York State Bar.Matthew D. Fitzgerald,Director. Mr. Fitzgerald has served as a director on our Board of Directors since April 2012. Mr. Fitzgerald is now a private investor and volunteer instructor and counselor with SCORE (Service Corp of Retired Executives), an affiliate of the Small Business Administration. From 2009 until July 2013, Mr. Fitzgerald served as President of Total Choice Communications LLC, a wireless retailer in Houston, Texas. Mr. Fitzgerald retired from Grant Prideco, Inc., one of the world’s largest suppliers of drill pipe and drill bits, following its merger withacquisition by National Oilwell Varco in 2008. He had served as Senior Vice President and Chief Financial Officer beginning in January 2004 and as Treasurer beginning in February 2007. Mr. Fitzgerald held the positions of Executive Vice President, Chief Financial Officer, and Treasurer of Veritas DGC from 2001 until Inc. and currently serves on the board of directors of Rosetta Resources, Inc. Mr. Fitzgerald began his career as a certified public accountant with the accounting firm of Ernst & Whinney. He holds a Bachelor of Business Administration in Accounting and a Masters in Accountancy from the University of Florida.Edward S. Jacob, III,Director, President and Chief Operating Officer. Mr. Jacob has served as our President and Chief Operating Officer and a director since May 2014 and as our Executive Vice President and Chief Operating Officer since February 2012. Before joining us, Mr. Jacob served as the President and Chief Executive Officer of Keen Energy (“Keen”) from March 2009 until October 2011. Mr. Jacob evaluated business opportunities from October 2011 until joining us in February 2012. Prior to Keen, Mr. Jacob had a distinguished career at Grey Wolf, Inc. (“Grey Wolf”), a contract drilling company, from February 1999 until December 2008, serving as Senior Vice President of Operations. While at Grey Wolf, Mr. Jacob also served as Senior Vice President of Marketing. Mr. Jacob left Grey Wolf when it was acquired by Precision Drilling Company in December 2008. Prior to working at Grey Wolf, Mr. Jacob served as Executive Vice President of Bayard Drilling Technologies, Inc. (“Bayard”), operating 88 land rigs in Oklahoma, Texas and Louisiana. Prior to joining Bayard, Mr. Jacob spent 13 years in various sales, marketing and operations management positions with Helmerich & Payne International Drilling Co. Mr. Jacob is a 2007 graduate of the Harvard Business School’s Advanced Management Program. Mr. Jacob currently serves as the Chairman of the Board of Directors of the International Association of Drilling Contractors (the “IADC”). He is also a member of the Society of Petroleum Engineers, the American Association of Drilling Engineers and the American Petroleum Institute. Mr. Jacob has received the IADC’s Distinguished Service Award and 2014 Contractor of the Year Award. Mr. Jacob has also served on the API Executive Committee for Drilling and Production Operations.Daniel F. McNease,Director. Mr. McNease has served as a director on our Board of Directors since April 2013. Mr. McNease has served as the Chairman of AXON EP, Inc. sincefrom July 2009 until December 2016 and as a Member of the Advisory Board at HitecVision AS sincefrom January 2010.2010 until December 2016. From 2007 through 2013, he served as a Director of Dockwise Ltd. From 2004 through 2008, Mr. McNease served as President, Chairman of the Board and Chief Executive Officer at Rowan Companies plc (“Rowan”), a provider of land and offshore contract drilling services and a manufacturer of rigs and drilling equipment. In total, Mr. McNease spent 34 years at Rowan, serving as Chief Executive Officer from 2003 to 2008, President from 2002 to 2008 and as Executive Vice President of Rowan and President of its drilling subsidiaries from 1999 to 2002. Mr. McNease is a graduate of the University of Southern Mississippi and the Columbia University Executive Program. He is a member of the International Association of Drilling Contractors.Tighe A. Noonan,Director. Mr. Noonan has served as a director on our Board of Directors since November 2011. Mr. Noonan is a founding shareholder partner and has served as a Partner of 4D Global Energy Advisors SAS since its formation in 2002, and he has been continuously involved in energy finance since 1982. After 13 years of experience in commercial and investment banking with the Barclays Group (BZW) in New York and Paris, notably in the energy sector, Mr. Noonan joined Société Générale in 1995, where he was Managing Director, Global Head of Oil and Gas Project Finance. Following studies at Swarthmore College (USA), Mr. Noonan received an advanced degree in economics and finance from the Institut d’Etudes Politiques and the University of Grenoble (France). Mr. Noonan presently serves on the board of directors of Finoil SpA, GES-Global Energy Services, Inc., Lampogas SpA, Dulevo International SpA, Aladdin Middle East Ltd., and ORS International Ltd. and certain subsidiaries of the aforementioned. He also serves as Chairman of 4D Global Energy Investments plc, 4D Global Energy Development Capital Fund plc, and 4D Global Energy Development Capital Fund II plc.Stockholder NominationsNo material changes have been made to the procedures by which stockholders may recommend nominees to our board of directors.OUR BOARD RECOMMENDS A VOTE “FOR” THE ELECTIONOF EACH OF THE NOMINEES FOR DIRECTOR LISTED ABOVE.INFORMATION REGARDING OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMAudit and Other Fee InformationSet forth below is a summary of certain fees paid to PricewaterhouseCoopersBDO USA, LLP, (“PWC”BDO”) for services related to each of the fiscal years ended December 31, 20132016 and December 31, 2014. Year Ended December 31, 2013 2014 $ 226,146 $ 786,873 — — — — — — $ 226,146 $ 786,873 Year Ended December 31, 2016 2015 Audit Fees(1) $ 347,908 $ 295,970 Audit-Related Fees — — Tax Fees — — All Other Fees — — Total $ 347,908 $ 295,970 ____________(1) S-1 related toS-8 registration statement, our initial public offering of common stock in April 2016 and other services normally provided by the Company’s independent registered public accounting firm in connection with regulatory filings or engagements for the fiscal year shown.
| Year Ended December 31, | ||||||||
| 2016 | 2015 | |||||||
Audit Fees(1) | $ | 115,000 | $ | 20,000 | ||||
| Audit-Related Fees | — | — | ||||||
| Tax Fees | — | — | ||||||
| All Other Fees | — | — | ||||||
| Total | $ | 115,000 | $ | 20,000 | ||||
| (1) | “Audit Fees” consisted of amounts incurred for services performed in association with our annual financial statement audit, the filing of our registration statements, including our Form S-8 registration statement, our public offering of common stock in April 2016 and other services normally provided by the Company’s independent registered public accounting firm in connection with regulatory filings or engagements for the fiscal year shown. |
As of March 25, 2015, the2017
Auditor Attendance at the Annual Meeting
A representative from PWC, our independent registered public accounting firm for the fiscal year ending December 31, 2014,2016 and 2017, is expected to attend the Annual Meeting. The PWCBDO representative will have an opportunity to make a statement at the Annual Meeting and will be available to respond to appropriate questions at the Annual Meeting.
ON FORM 10-K
investor.relations@icdrilling.com.
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