James M. Holcomb
PATTERSON UTI ENERGYAbout James M. Holcomb
James M. Holcomb (62) serves as Executive Vice President and Chief Business Officer (since September 2023) and was promoted to Chief Operating Officer effective August 8, 2025; he joined Patterson-UTI via the Robertson Onshore Drilling acquisition in February 1998 and has over 35 years of contract drilling operations experience; he holds a B.S. in Business Management from LeTourneau University . Company TSR for the 2021 PSU cycle was 51.4% (47th percentile), paying 87.9% of target, and he earned 68,034 units, evidencing alignment of long-term incentives with market-relative outcomes . In 2024, under Holcomb’s purview (Drilling Services and Products), cash flow and EBITDA were below target (80% and 83% achievement), but HSE and strategy KPIs were assessed at 200% given successful integration of NexTier and Ulterra, technology deployment, and international growth; his bonus paid at 104% of target, demonstrating a balanced scorecard approach .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Patterson-UTI Energy, Inc. | COO | Jan 2023–Sep 2023; Aug 8, 2025 onward | Led operations; later appointed COO in 2025 reflecting expanded scope post-NexTier and Ulterra integrations |
| Patterson-UTI Energy, Inc. | EVP & Chief Business Officer | Sep 2023–Aug 2025 | Oversaw Drilling Services & Products; drove integration synergies, tech deployment, and international revenue growth |
| Patterson-UTI Drilling Company LLC | President | Jan 2012–Dec 2022 | Led drilling subsidiary; operational performance and organizational leadership over decade |
| Patterson-UTI Drilling Company LLC | SVP Operations | Apr 2006–Jan 2012 | Senior operational leadership during growth and efficiency initiatives |
| Robertson Onshore Drilling Company | Various roles (acquired) | Joined Feb 1998 | Entry via acquisition; foundation of 35+ years drilling experience |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 465,000 | 513,635 | 670,000 |
| Target Annual Bonus ($) | 651,000 | 536,051 | 670,000 |
| Actual Annual Cash Bonus ($) | 651,000 | 536,051 | 700,000 |
| Retention/Other Bonus ($) | 224,000 | 250,000 | 1,000,000 |
| Stock Awards Grant-Date FV ($) | 1,553,892 | 1,694,098 | 2,118,692 |
| All Other Compensation ($) | 12,200 | 13,200 | 13,800 |
| Total Compensation ($) | 2,906,092 | 3,006,984 | 4,502,492 |
• Base salary increased from $500,000 to $670,000 effective Jan 1, 2024, with no 2025 change .
• 2024 retention bonus of $2 million payable in eight quarterly installments post-NexTier closing; $1,000,000 paid in 2024, with unpaid portions payable if terminated without cause or resigns for good reason .
Performance Compensation
Annual Incentive (2024)
| Metric | Weighting | Target | Actual | Achievement % | Payout Basis | Vesting |
|---|---|---|---|---|---|---|
| Drilling Services & Products Operating Cash Flow | 60% | $535.3M | $491.9M | 80% | Adjusted to exclude Ulterra legal fees; include asset sale proceeds | Cash; paid at 104% overall |
| Drilling Services & Products Adjusted EBITDA | 20% | $876.1M | $816.1M | 83% | Adjusted to exclude Ulterra legal fees | Cash; paid at 104% overall |
| HSE KPI (Drilling Services & Products) | 10% | Committee assessment | Committee assessment | 200% | Exceptional HSE outcomes per committee | Cash; paid at 104% overall |
| Strategy KPI (Drilling Services & Products) | 10% | Committee assessment | Committee assessment | 200% | Integration leadership; tech deployment; international growth | Cash; paid at 104% overall |
| Overall Annual Bonus Outcome | — | — | — | 104% | Holcomb actual cash bonus $700,000 | Paid in cash |
Long-Term Incentives (2024 awards)
| Instrument | Grant Date | Units | Structure | Grant-Date FV ($) | Vesting |
|---|---|---|---|---|---|
| Performance Units (PSUs) | May 9, 2024 | 45,700 target | Three tranches: 1-, 2-, 3-year TSR vs peer group; 0–2x payout; cap at target if TSR negative | 1,138,844 | Earn based on TSR vs peer; settled in shares |
| Restricted Stock Units (RSUs) | May 9, 2024 | 87,800 | Time-based; ordinary dividends accrue and pay on vest | 979,848 | 1/3 on May 9, 2025; 1/3 on May 9, 2026; 1/3 on May 9, 2027 |
PSU Realization History
| Performance Period End | Units Granted | Payout (%) | Units Earned |
|---|---|---|---|
| Mar 31, 2024 (2021 PSU cycle) | 77,400 | 87.9% | 68,034 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Mar 31, 2025) | 396,326 shares; less than 1% of class (385,978,013 shares outstanding) |
| RSUs Vesting Within 60 Days | 64,200 shares; not include 81,534 RSUs vesting after 60 days |
| Outstanding RSUs (Unvested at 12/31/24) | 145,734 shares; $1,203,763 market value at $8.26/share |
| Outstanding PSUs (Threshold, unearned at 12/31/24) | 100,200 units; $827,652 market/threshold value |
| 2024 Stock Vested | 127,701 shares vested; $1,417,403 value realized |
| Options | None outstanding; no exercises |
| Ownership Guidelines | Officers must hold shares equal to 2x base salary; all covered persons in compliance; net after-tax shares must be held until meeting guideline |
| Pledging/Hedging Policies | Anti-pledging and anti-hedging for officers; limited waiver applies only to a legacy NexTier director, not Holcomb |
RSU Vesting Schedule Detail (Holcomb)
| Vest Date | Shares |
|---|---|
| Apr 29, 2025 | 11,934 |
| May 5, 2025 | 23,000 |
| May 9, 2025 | 29,266 |
| May 5, 2026 | 23,000 |
| May 9, 2026 | 29,267 |
| May 9, 2027 | 29,267 |
| Total | 145,734 |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Initial 3-year term; auto one-year extensions; specified base salary; severance protections; change-in-control provisions |
| Severance (no CIC) | Lump sum 2.5x (base salary + average bonus for prior 3 years); pro-rated bonus based on actuals; accelerate all time-based awards on 60th day; performance awards remain outstanding to end of period and vest based on actuals; accrued/benefit obligations; subject to release within 50 days |
| Change-in-Control (double trigger) | Same severance structure but pro-rated bonus based on highest of prior 3 years; 30 months subsidized benefits; performance awards accelerated at target on 60th day ; no tax gross-ups for Holcomb |
| Non-Compete/Non-Solicit | One-year non-compete and non-solicitation post-termination |
| Clawback | Nasdaq Rule 10D-1 compliant clawback of excess incentive-based compensation for restatements; recovery mechanisms include payment, set-off, or reduction of future comp |
| Retiree Program Eligibility (as of 12/31/24) | Holcomb met age/service; would receive continued vesting of time-based equity and pro-rata annual bonus upon retirement; example continued vesting value $1,203,763 on 145,734 RSUs (12/31/24 price $8.26) |
| Death/Disability Acceleration | Accelerated RSU issuance of 42,120 shares; $347,911 value; performance/phantom units vest pro-rata based on earned performance |
| Holcomb Letter Agreements | 2023: transition to EVP & CBO with $2,000,000 retention (8 quarterly installments; unpaid amounts due if terminated without cause/resigns for good reason) . 2024: may serve as EVP & CBO until Dec 31, 2026 or Dec 31, 2027; then non-executive advisor through Sep 30, 2030 at 55% of base; no bonuses/equity; no severance at Sep 30, 2030; if resigns before, no retiree or accelerated PSU vesting |
Potential Payments on CIC Termination (as of 12/31/24)
| Component | Amount ($) |
|---|---|
| Bonus Payment (highest of prior 3 years) | 651,000 |
| Salary and Bonus Multiple | 3,051,709 |
| Stock Awards (unvested RSUs) | 1,203,763 |
| Performance Units (target shares) | 1,655,304 |
| Other Benefits | 21,100 |
| Total | 6,582,876 |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 2,567,233,000* | 4,071,878,000* | 5,312,246,000 |
| EBITDA ($) | 697,045,000* | 1,176,247,000* | 1,200,413,000* |
Values retrieved from S&P Global.
Holcomb’s 2024 bonus metrics and responsibilities were focused on Drilling Services & Products (cash flow, adjusted EBITDA, HSE, strategy), indicating alignment of incentives with operational performance under his remit . Company TSR-driven PSU design pays versus a peer group with a cap at target when TSR is negative, reinforcing risk-balanced payouts; 2021 PSU cycle paid 87.9% of target on 51.4% TSR (47th percentile) .
Say-on-Pay & Governance Signals
| Year | Say-on-Pay Support |
|---|---|
| 2020 | 96% |
| 2021 | 98% |
| 2022 | 97% |
| 2023 | 98% |
| 2024 | 96% |
• No single-trigger CIC severance; no option repricing; no new tax gross-ups; anti-pledging and anti-hedging policies; clawback in place .
• All covered individuals were in compliance with ownership guidelines as of the proxy date .
Compensation Structure Analysis
- Year-over-year cash vs equity: 2024 total increased to $4.50M from $3.01M (2023), driven by $1.0M retention bonus and higher LTI grant values ($2.12M vs $1.69M), while annual cash bonus rose modestly ($700k vs $536k), indicating elevated guaranteed/retention cash amid post-merger transition .
- Shift in equity mix: Company currently does not grant options; awards are RSUs and PSUs with >50% performance-based vesting by target value, a lower-risk instrument set for executives versus options .
- Performance metric calibration: 2024 cash metrics tailored to Holcomb’s segments and committee exercised adjustments to exclude legal fees, emphasizing normalized operating performance; payout at 104% reflects overachievement in qualitative KPIs offsetting under-target financials .
- Ownership alignment: RSU vesting and holding requirements (net shares held until guideline met) plus anti-hedging/pledging temper misalignment risks; Holcomb’s beneficial holdings are <1% of outstanding .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited for executives; limited waiver applies only to a legacy NexTier director, not Holcomb .
- Tax gross-ups: None for Holcomb; policy against new gross-up arrangements .
- CIC treatment: Double-trigger acceleration, not single-trigger; mitigates windfall optics .
- Related party transactions: Policy in place; no Holcomb-specific related party transactions disclosed .
Equity Vesting & Insider Selling Pressure
- Scheduled near-term RSU deliveries: 64,200 shares vest within 60 days of Mar 31, 2025; further tranches on May 2025, May 2026, and May 2027 totaling 145,734 shares .
- Holding requirement: Net after-tax shares must be held unless guideline met; all covered persons were in compliance, suggesting any sales would likely be above guideline thresholds .
- Options: None; reduces forced exercise pressures .
- PSU realizations: Subject to TSR outcomes; negative TSR caps payout at target, moderating issuance in drawdowns .
Investment Implications
- Pay-for-performance alignment appears reasonable: Holcomb’s 2024 cash bonus tied to segment-level cash flow/EBITDA and qualitative KPIs with committee-normalized calculations; overall 104% payout signals balanced recognition of integration execution despite under-target financials .
- Retention risk mitigated: $2M retention arrangement, extended advisory pathway through 2030 at reduced salary, and clarified good-reason provisions reduce departure risk during multi-year integration and optimization cycles .
- Insider selling pressure likely moderate: Upcoming RSU tranches are meaningful but constrained by holding rules and lack of options; anti-hedging/pledging reduce adverse signaling; monitor vest dates (May 2025/2026/2027) .
- Governance quality strong: High say-on-pay support, no single-trigger CIC, clawback, and no tax gross-ups (for Holcomb) indicate shareholder-friendly practices; PSU design with TSR and negative TSR cap aligns payouts with returns .
- Performance backdrop: Revenues and EBITDA expanded into 2024 with sizable post-merger scale; with Holcomb’s remit focused on Drilling Services & Products, incentives are directly linked to operating cash generation and efficiency where he has leverage (note S&P Global financials) [GetFinancials above].