ProPetro (PUMP) Proxy Filing summary

Executive summary

• 2024 marked a pivotal year with the launch of the PROPWRSM power generation business, continued fleet modernization, and the acquisition of AquaPropSM, expanding wet sand operations.

• Achieved strong operational performance, gained market share in hydraulic fracturing and cementing, and reduced capital expenditures by nearly 60% compared to 2023.

• Repurchased and retired 7.2 million shares in 2024, totaling 13 million shares since May 2023, representing 11% of outstanding stock at the start of the program.

• Ended 2024 with 75% of hydraulic fracturing capacity in next-generation electric or dual-fuel fleets, and published the second annual sustainability report.

Voting matters and shareholder proposals

• Election of nine director nominees for a one-year term.

• Advisory vote on executive compensation (Say-on-Pay) and on the frequency of future Say-on-Pay votes, with the Board recommending annual votes.

• Approval of the Second Amended and Restated 2020 Long-Term Incentive Plan to increase available shares and extend the plan's term.

• Ratification of RSM US LLP as independent auditor for 2025.

Board of directors and corporate governance

• Board to be reduced from ten to nine members following a director's retirement.

• Seven of nine nominees are independent; three are gender or ethnically diverse.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are composed entirely of independent directors.

• Lead Independent Director role enhances oversight; annual self-evaluations and director education are emphasized.