Seth D. Wexler
PATTERSON UTI ENERGYAbout Seth D. Wexler
Seth D. Wexler is Executive Vice President, General Counsel and Secretary of Patterson‑UTI Energy (PTEN), appointed on February 13, 2024 after serving as Senior Vice President, General Counsel and Secretary from 2017–2024 and General Counsel and Secretary since 2009; he is 53 years old and holds a BBA in Finance (UT Austin), a JD (University of Houston Law Center), and an MBA (University of Houston) . Company performance metrics linked to executive pay emphasize cash generation and profitability: 2024 Operating Cash Flow was $568.1 million and Adjusted EBITDA was $1,205.7 million, driving a 107% annual cash bonus payout for most NEOs including Wexler . Relative TSR used in performance units paid 87.9% of target for the 3-year period ended March 31, 2024 (51.4% absolute TSR; 47th percentile vs 2021 peer group), reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Patterson‑UTI Energy | General Counsel & Secretary | Aug 1999–Feb 2017 | Senior legal stewardship across securities/M&A; progressed to SVP GC (2017–2024) and EVP GC (2024) amid PTEN’s integrations |
| Norton Rose Fulbright US LLP | Partner; Securities & M&A | 1998–2009 (Partner since 2007) | Specialized in securities law and mergers & acquisitions |
External Roles
- No public company directorships or committee roles for Wexler are disclosed in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 475,000 | 475,000 | 650,000 |
| Target Bonus (% of Salary) | 80% | 80% | 100% |
| Actual Annual Incentive ($) | 665,000 | 407,399 | 693,000 |
| Other Bonuses ($) | — | — | 460,000 (promotion $100,000; synergy milestones $360,000) |
| All Other Compensation ($) | 12,200 | 13,200 | 13,800 |
| Total Compensation ($) | 3,159,923 | 2,427,223 | 3,723,898 |
Performance Compensation
Annual Cash Incentive Framework and 2024 Results
| Metric | Weight | Target | Actual | Payout vs Target | Weighted Payout |
|---|---|---|---|---|---|
| Operating Cash Flow ($mm) | 60% | 583.0 | 568.1 | 97% | 56% |
| Adjusted EBITDA ($mm) | 20% | 1,488.5 | 1,205.7 | 53% | 11% |
| Health, Safety & Environmental | 10% | Holistic KPI | Committee determination | 200% | 20% |
| Strategy | 10% | Holistic KPI | Committee determination | 200% | 20% |
| Total Payout | — | — | — | — | 107% |
- KPI rationale: increased cash flow focus, EBITDA linkage to financial performance and stock price drivers, HSE risk management, and strategic actions including integrations and capital returns .
2024 Long‑Term Incentive Awards (Wexler)
| Award Type | Grant Date | Units | Grant Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|
| Performance Units (share‑settled) | 5/9/2024 | 41,150 target | 1,025,458 | Relative TSR vs 2024 performance peer group over 1‑, 2‑, and 3‑year periods; 25th percentile threshold, 55th target, 75th max; capped at target if absolute 3‑yr TSR not positive |
| Restricted Stock Units | 5/9/2024 | 79,000 | 881,640 | Time‑vested: 1/3 on 5/9/2025, 1/3 on 5/9/2026, 1/3 on 5/9/2027 |
Prior PSU Payout (Performance Period Ended Mar 31, 2024)
| Award Year | Units Granted | Payout Multiplier | Units Earned |
|---|---|---|---|
| 2021 | 92,000 | 87.9% | 80,868 |
Equity Ownership & Alignment
Beneficial Ownership and Composition (as of Mar 31, 2025)
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 369,209 |
| Ownership as % of shares outstanding | ~0.096% (369,209 / 385,978,013) |
| RSUs vesting within 60 days | 62,533 |
| Unvested RSUs not vesting within 60 days | 73,467 |
| Options – exercisable/unexercisable | None disclosed for Wexler |
Outstanding Equity Awards at Dec 31, 2024 (Wexler)
| Metric | Count/Value |
|---|---|
| Unvested RSUs (shares) | 136,000 |
| Unvested RSUs (market value @ $8.26) | $1,123,360 |
| Unearned Performance Units (threshold shares) | 97,650 |
| Unearned Performance Units (market value @ $8.26) | $806,589 |
| Note | As of 12/31/2024, relative TSR performance would result in no payout for 2022–2024 PSU cohorts (status point‑in‑time) . |
RSU Vesting Schedule (Unvested at 12/31/2024; shares by date)
| 4/29/2025 | 5/5/2025 | 5/9/2025 | 5/5/2026 | 5/9/2026 | 5/9/2027 | Total |
|---|---|---|---|---|---|---|
| 15,400 | 20,800 | 26,333 | 20,800 | 26,333 | 26,334 | 136,000 |
Ownership Policies and Alignment
- Stock ownership guidelines for officers: number of shares equal to 2× base salary for other Section 16 officers; all covered individuals, including Wexler, were in compliance at the time of the proxy .
- Anti‑pledging and anti‑hedging policies for directors and executive officers; no pledging permitted (waiver applies only to director James C. Stewart, not to Wexler) .
- Clawback policy compliant with Nasdaq Listing Standard 5608 (Rule 10D‑1) covering excess incentive‑based compensation upon required accounting restatement .
Employment Terms
Employment Agreement (Wexler)
| Term | Provision |
|---|---|
| Initial term and renewal | 3‑year initial term; automatic 1‑year annual extensions unless terminated |
| Severance (no CIC) | 2.5× (base salary + average annual bonus over prior 3 years) lump sum; pro‑rated current year bonus; acceleration of time‑based equity; performance awards continue to end of performance period and vest based on actual performance; standard accrued/benefit obligations |
| Severance (following CIC; double trigger) | Same as above, except: pro‑rated bonus based on highest bonus in last 3 years; 30 months subsidized benefits continuation; performance‑based awards accelerated at target on 60th day post‑termination |
| Non‑compete / non‑solicit | One year following termination; release required within ~50 days for severance eligibility |
| Clawback / indemnification | Clawback per policy and plan; indemnification agreement in place |
Potential Payments (Hypothetical as of Dec 31, 2024; CIC + qualifying termination)
| Component | Amount ($) |
|---|---|
| Bonus payment (highest of last 3 years) | 665,000 |
| Salary and bonus multiple | 2,914,499 |
| Accelerated stock awards (RSUs) | 1,123,360 |
| Accelerated performance units (target shares) | 1,613,178 |
| Other benefits (health/welfare) | 40,363 |
| Total | 6,356,400 |
Investment Implications
- Pay‑for‑performance alignment is strong: 60% weighting on Operating Cash Flow and 20% on Adjusted EBITDA in the annual plan, plus PSU vesting tied to relative TSR with target at the 55th percentile and cap at target if absolute 3‑year TSR is not positive, aligning realizable pay with value creation .
- Near‑term supply/insider selling pressure: 62,533 RSUs vest within 60 days (as of the March 31, 2025 ownership snapshot), and three RSU tranches vest during 2025 (April 29, May 5, May 9), which can drive tax‑related selling but are balanced by anti‑hedging/anti‑pledging and ownership guidelines .
- Retention risk appears moderate: unvested RSUs through 2027 (136,000 shares) and performance units across 2024–2026 horizons encourage continued service; standard one‑year non‑compete/non‑solicit and double‑trigger CIC protections further stabilize retention incentives .
- Governance risk indicators: no executive tax gross‑ups for Wexler’s employment agreement; robust clawback, anti‑pledging, and anti‑hedging policies; strong say‑on‑pay support (96% in 2024), indicating shareholder endorsement of compensation design .
- Performance backdrop: 2024 Operating Cash Flow of $568.1 million and adjusted incentive treatment of EBITDA support the 107% annual bonus payout, while relative TSR dynamics drove an 87.9% payout for the 2021 PSU cohort, signaling disciplined payout calibration amid market cyclicality .
Appendix: Reference Governance and Compensation Context
- 2024 company highlights include increased Operating Cash Flow vs 2023, $400+ million returned to shareholders, strengthened balance sheet/liquidity, and completion of integration of NexTier and Ulterra .
- “What we do/what we don’t do” compensation governance includes more than 50% performance‑based LTI, clawbacks, ownership requirements, anti‑pledging/anti‑hedging, no single‑trigger CIC severance, and no option repricing .
- Say‑on‑pay support over five years: 2024 (96%), 2023 (98%), 2022 (97%), 2021 (98%), 2020 (96%) .