PROPETRO HOLDING CORP (PUMP)
Sector: Energy
2026 Annual Meeting Analysis
PROPETRO HOLDING CORP · Meeting: May 19, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of eight director nominees to serve for a one-year term
Director since 2019 with strong energy industry credentials; PUMP's 3-year TSR of +73% is strong positive, and the +55.8pp outperformance versus the peer median does not breach the 50pp underperformance threshold (gap is positive, not negative), so no TSR trigger fires; no overboarding, independence, or attendance concerns.
CEO and director since August 2021; PUMP's 3-year TSR of +73% outperforms the peer median by +55.8pp, so no TSR underperformance trigger fires; as an executive director he is subject to the same TSR screen, which he passes; no other disqualifying flags.
Independent director since 2019 with extensive energy industry legal and operational leadership experience; PUMP outperforms the peer group median over 3 years, so no TSR trigger applies; no overboarding, independence, or attendance concerns.
Independent director since 2018 with over 40 years of energy industry experience; PUMP outperforms the peer group median over 3 years, so no TSR trigger applies; no overboarding or attendance concerns.
Independent director since 2020 with deep energy-sector CFO and financial expertise; PUMP outperforms the peer group median over 3 years, so no TSR trigger applies; serves as an audit committee financial expert and all attendance requirements are met.
Independent director since January 2023 with strong accounting and public-company board credentials; she joined fewer than 36 months ago but PUMP outperforms the peer group median over 3 years so the TSR trigger does not fire regardless; serves as an audit committee financial expert.
Independent director since 2020 with relevant human resources and public-company governance experience; PUMP outperforms the peer group median over 3 years, so no TSR trigger applies; no overboarding, independence, or attendance concerns.
Director since May 2024, well within the 24-month new-director exemption from the TSR trigger; brings broad ExxonMobil energy and strategy experience; has elected not to receive director compensation and no other disqualifying flags are present.
All eight nominees pass the policy screens: PUMP's absolute 3-year TSR of +73% is strongly positive and the company outperforms the compensation peer group median by +55.8pp, well below the 50pp underperformance threshold needed to fire a vote-against trigger. No director is overboarded, no non-independent director sits on audit or compensation committees, and the proxy confirms all directors met the 75% attendance requirement in 2025. The board discloses a skills matrix and includes two designated audit committee financial experts.
Say on Pay
✓ FORCEO
Samuel D. Sledge
Total Comp
$6,539,712
Prior Support
95%%
The prior Say-on-Pay vote received 95% support, well above the 70% threshold, indicating strong shareholder approval of the compensation program. CEO total compensation of approximately $6.5 million is reasonable for a $1.7 billion energy services company, and the program structure is sound: at least 50% of long-term awards are performance-based stock awards tied to relative total shareholder return over a three-year period, annual bonuses use quantitative metrics (Adjusted EBITDA, free cash flow, safety, and PROPWR growth) weighted at 90%, the company maintains a meaningful clawback policy adopted in October 2023, and no single-trigger change-in-control payments or tax gross-ups are provided. PUMP's 3-year TSR of +73% outperforms the peer group median by +55.8pp, confirming that above-benchmark incentive pay is aligned with shareholder experience.
Auditor Ratification
✓ FORAuditor
RSM US LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy does not disclose auditor tenure or a fee breakdown table in the text provided, so neither the tenure trigger (≥25 years) nor the non-audit fee ratio trigger (>50%) can be confirmed; per policy, when tenure is not disclosed the default is FOR with a note that absence of tenure disclosure is a minor negative; PUMP's market cap of $1.7B is above $1B and RSM US LLP is a large national firm (top-six) appropriate for this size company; no material restatements are disclosed.
Overall Assessment
The 2026 ProPetro ballot is a clean governance slate: all eight director nominees pass the TSR, overboarding, independence, and attendance screens given PUMP's strong 3-year outperformance versus its peer group; the Say-on-Pay program is well-structured with meaningful performance conditions, a clawback policy, and 95% prior-year support; and the auditor ratification is supportable absent any disclosed fee or tenure concerns. The equity plan amendment (Proposal 3) falls outside the current scope of this policy and no determination is made on that item.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing