Caleb Weatherl
ProPetro HoldingAbout Caleb Weatherl
Caleb L. Weatherl is Chief Financial Officer (Principal Financial Officer) of ProPetro Holding Corp., appointed effective July 14, 2025; age 38 . He holds an A.B. in Economics (Harvard College, cum laude) and an MBA from Harvard Business School (Baker Scholar) . Under his remit, he certified the company’s Q3 2025 10‑Q under SOX 302 and 906 and signed the filing, evidencing control environment responsibility as CFO . Company performance context includes FY2024 revenue of $1.4B and net cash from operations of $252M, and the long‑term incentive program paid 73% of 2022 PSU target on a 3‑year TSR of 6% (36th percentile) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Garrison Energy | Chief Executive Officer; Board Member | May 2023–Sep 2024 | Secured significant equity commitment for upstream opportunities; led strategy and financial performance . |
| Stronghold Energy II | President & Chief Financial Officer; Board Member | Dec 2017–Oct 2022; Board Oct 2021–Oct 2022 | Drove operational growth; navigated COVID‑19 challenges; completed successful sale in 2022 . |
| Desert Royalty Company, L.L.C. | Chief Financial Officer | Jun 2016–Dec 2017 | Led financial department transformations . |
| Stronghold Energy Partners, L.P. | Vice President; Co‑Founder; Board Member | May 2014–Jun 2016 | Executed strategic acquisitions and growth initiatives . |
| Weatherl Energy Investments, L.P. | Vice President | Aug 2013–Jun 2016 | Energy investing/operations experience in Midland . |
| Bain Capital; McKinsey & Company | Early Career Roles | Not disclosed | Built foundation in financial/energy markets and strategy . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Garrison Energy | Board Member | May 2023–Sep 2024 | Private company board service; no current public company boards disclosed . |
| Stronghold Energy II | Board Member | Oct 2021–Oct 2022 | Private company board service . |
Fixed Compensation
| Component | Detail | Source |
|---|---|---|
| Base Salary | $525,000 annually (effective with CFO appointment) . | |
| Target Annual Bonus | 90% of base salary under the Amended & Restated Executive Incentive Bonus Plan . | |
| Perquisites | Participation in Vehicle Allowance Program; eligibility for reimbursement of certain club dues/expenses per company policy . | |
| Benefits | Eligible for executive benefit plans available to similarly situated executives . | |
| Indemnification | Standard officer indemnification agreement; advancement of expenses per Delaware law . |
Performance Compensation
| Feature | Metric/Structure | Weighting | Notes |
|---|---|---|---|
| Annual Bonus Plan design (2024 baseline) | Quantitative + qualitative framework | 80% quantitative; 20% qualitative . | Applies companywide; 2024 metrics below provide structure reference. |
| Financial metric | Adjusted EBITDA | 40% | Defined in proxy; threshold/target/max examples for 2024: $150MM/$300MM/$330MM . |
| Financial metric | Free Cash Flow (FCF) | 20% | Defined as Adjusted EBITDA less Total Capex ; 2024 T/T/M: $40MM/$79MM/$87MM . |
| Safety & Sustainability | TRIR | 10% | TRIR definition and methodology disclosed . |
| Sustainability | Diesel displacement (gallons) | 5% | Quantifies lower emissions operations; 2024 formula disclosed . |
| Human capital | Employee training (hours) | 5% | Key areas defined (EWTC, CDL, leadership) . |
| Qualitative | Individual/strategic goals | 20% | Tailored per executive; Committee retains discretion . |
| Long‑Term Incentive | RSUs (time‑vested) | ~50% of LTI value (typical) . | Vests in three equal annual installments, generally subject to continued employment . |
| Long‑Term Incentive | PSUs (relative TSR) | ~50% of LTI value (typical) . | 3‑year performance vs peer group; payout 0–200% with downward modifier if absolute TSR < 0 . |
2024 results context (companywide): Adjusted EBITDA slightly below target; FCF achieved maximum; Safety & sustainability mixed; qualitative goals varied by executive . The plan structure above informs Mr. Weatherl’s 2025 eligibility but specific 2025 targets/payouts for him are not disclosed.
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| New‑hire equity grants | 100,482 RSUs and 100,482 PSUs granted in connection with CFO appointment (Second A&R 2020 LTIP) . | |
| RSU vesting (typical) | Three equal annual installments from grant date (general LTIP design) . | |
| PSU vesting (typical) | Earned over three‑year relative TSR period; 0–200% target; absolute TSR modifier . | |
| Stock ownership guideline (CFO) | 3x base salary; 5 years to achieve; unvested RSUs count at 60% of value; PSUs/options excluded . | |
| Hedging/Pledging | Prohibited for directors/officers/employees under Insider Trading Compliance Policy . | |
| Clawback | Incentive‑based comp clawback adopted Oct 11, 2023; 3 preceding fiscal years upon a restatement . | |
| Beneficial ownership | Specific share ownership for Mr. Weatherl not disclosed in 2025 proxy (not a 2024 NEO). |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Severance plan participation | Designated Tier 2 Executive under ProPetro Services, Inc. Second A&R Executive Severance Plan (Participation Agreement entered 7/14/2025) . | |
| Severance (no CIC) | 1.5x (base salary + target bonus) lump sum; prior year earned bonus; COBRA subsidy for up to 12 months . | |
| Severance (with CIC; double‑trigger) | 2.0x (base salary + target bonus) lump sum (target as of CIC); prior year earned bonus; pro‑rated target bonus; full COBRA premium reimbursement up to 12 months . | |
| Equity treatment (CIC) | If awards assumed: accelerate upon involuntary termination within 12 months post‑CIC; performance awards vest at target unless award agreement specifies otherwise . | |
| Equity treatment (CIC not assumed) | Full vesting at CIC; PSUs at greater of target or performance through CIC date . | |
| Restrictive covenants | One‑year non‑competition; two‑year non‑solicitation; perpetual confidentiality & non‑disparagement attached to severance eligibility . | |
| Indemnification | Standard Delaware indemnification with expense advancement . |
Performance & Track Record
- CFO certifications and signatory: Executed SOX 302/906 certifications for Q3 2025 10‑Q; signed company filings .
- CFO commentary (Q3 2025): Emphasized strong cash/liquidity, disciplined capex, challenging completions market, and a letter of intent for a $350M lease financing facility to scale PROPWR; noted intent to draw funds prudently to preserve balance sheet .
- Company execution (2024 baseline): $1.4B total revenue, $252M net cash from operating activities, initial 140 MW ordered for PROPWR, 7.2M shares repurchased and retired .
Compensation Governance Context
- Say‑on‑Pay support: 98% approval at 2024 annual meeting; committee maintained structure and increased quantitative metrics emphasis .
- Peer group and pay positioning: 2024 peer set includes oilfield services and energy equipment companies; targets around 50th percentile with adjustments for role/experience/internal equity .
- Updated LTIP: Second A&R 2020 LTIP increased share reserve to 10,520,000 and extended term to tenth anniversary; clarified CIC treatment for substituted awards .
Investment Implications
- Alignment: Mix of RSUs/PSUs with 3‑year relative TSR PSUs, 3x salary ownership guideline, no hedging/pledging, and clawback reinforce shareholder alignment and reduce governance risk .
- Retention and change‑of‑control economics: Tier 2 severance (1.5x/2.0x) with double‑trigger CIC vesting provides competitive protection but limits single‑trigger windfalls; restrictive covenants support retention and protect franchise .
- Near‑term selling pressure: Initial RSU/PSU grants create scheduled vesting over three years; absence of pledging/hedging and lack of disclosed Form 4 activity to date mitigates immediate selling risk; monitor future Form 4s for any sales and award settlements .
- Execution focus: CFO’s financing strategy for PROPWR (LOI for $350M facility) and emphasis on FCF and disciplined capex suggest capital‑light scaling; watch margin trajectory and project returns as PROPWR ramps .