Jody Mitchell
ProPetro HoldingAbout Jody Mitchell
General Counsel and Corporate Secretary at ProPetro (PUMP) since January 2023; previously VP & Deputy General Counsel since April 2021. Background includes senior legal and commercial roles at Concho Resources, and prior counsel roles at Petrohawk/BHP and Locke Lord; education: BA (University of Texas) and JD (University of Houston Law Center); age 42 . Company performance context: 2024 total revenue $1.4B and net cash from operations $252M ; 2024 Adjusted EBITDA $283M versus a $300M target in the annual bonus plan ; five-year cumulative TSR -17.07% versus peer group -4.28% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ProPetro Holding Corp. | General Counsel & Corporate Secretary | Since Jan 2023 | Led legal support for e-fleet contracts, M&A, and Board engagement goals |
| ProPetro Holding Corp. | VP & Deputy General Counsel | Apr 2021–Dec 2022 | Supported upstream/midstream legal and corporate matters |
| Concho Resources Inc. | Director of Marketing & Midstream; Associate General Counsel | 2014–2021 | Commercial and midstream leadership; legal oversight in E&P context |
| Petrohawk Energy / BHP Billiton | Counsel (upstream & midstream) | Not disclosed | Legal support through acquisition integration |
| Locke Lord Bissell & Liddell LLP | Associate (oil, gas & energy litigation) | Not disclosed | Litigation experience in energy and construction |
External Roles
No public-company directorships or external board roles disclosed for Mitchell in company filings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $387,000 | $450,000 |
| All Other Compensation ($) | $51,414 | $48,107 |
| Total Compensation ($) | $1,543,135 | $1,846,818 |
Notes: 2024 base salary increase aligned with market for GC role .
Performance Compensation
2024 Annual Cash Incentive Plan – PUMP Metrics and Results
| Metric | Weight | Target | Actual | Payout as % of Target |
|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 40% | $300 | $283 | 37.7% |
| Free Cash Flow ($MM) | 20% | $79 | $150 | 40.0% (max for metric) |
| Safety (TRIR) | 10% | 0.65 | 0.74 | -0.5% after committee discretion |
| Diesel Displacement (gallons) | 5% | 58,500,000 | 62,895,391 | 8.8% |
| Employee Training (hours) | 5% | 10,000 | 9,473 | 4.3% |
| Quantitative Total | 80% | — | — | 90.3% |
| Qualitative – Individual | 20% | — | Mitchell 143% | 29% |
| Item | 2024 |
|---|---|
| Target Bonus (% of salary) | 75% |
| Target Bonus ($) | $337,500 |
| Actual Payout (% of target) | 118.9% |
| Actual Award ($) | $401,288 |
2024 Long-Term Incentive Awards (LTIP)
| Award | Grant Date | Shares (Target) | Threshold (#) | Max (#) | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| RSUs | 02/28/2024 | 61,006 | — | — | 1/3 annually on 2/28/2025, 2/28/2026, 2/28/2027 | $445,954 |
| PSUs (Relative TSR) | 02/28/2024 | 61,006 | 30,503 | 122,012 | Earned based on 3-year performance period ending 12/31/2026 | $501,469 |
PSU payout schedule ranges 0–200% of target based on percentile TSR vs peer group; reduced if absolute TSR is negative .
Equity Ownership & Alignment
Beneficial Ownership (as of March 24, 2025)
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 49,799 |
| Percent of Shares Outstanding | <1% (asterisk in proxy table) |
| Shares Outstanding (context) | 103,784,239 |
Unvested RSUs – Remaining Vesting Schedule
| Tranche | Shares | Remaining Vesting Dates |
|---|---|---|
| 2019/2022 awards (carryover) | 3,537 | Feb 16, 2025 |
| 2023 awards | 24,043 | Feb 1, 2025 and Feb 1, 2026 |
| 2024 awards | 61,006 | Feb 28, 2025, Feb 28, 2026, Feb 28, 2027 |
Market value of unvested RSUs at 12/31/2024 (using $9.33 close) was $817,177 .
Unvested PSUs (maximums as of 12/31/2024; actual earnout 0–200% of target)
| Grant Year | Unvested PSUs (Max) | Performance Period End |
|---|---|---|
| 2023 | 69,128 | Dec 31, 2025 |
| 2024 | 122,012 | Dec 31, 2026 |
2024 vesting events: 24,843 shares vested (RSUs/PSUs); value realized $216,874 .
Policies reinforcing alignment:
- Executive Stock Ownership Guidelines: GC required to hold ≥1x base salary; five-year compliance window; unvested RSUs counted at 60% value; PSUs and options excluded .
- Prohibition on hedging and pledging; pledging Company securities as collateral is prohibited .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | None; participates in Executive Severance Plan |
| Severance Tier | Tier 2 |
| Severance (No CIC) | 1.5x (base salary + target bonus), lump sum; COBRA subsidy for 12 months; earned but unpaid prior-year bonus |
| Severance (Within 12 months of CIC) | 2.0x (base salary + target bonus), lump sum; pro-rata target bonus; full COBRA premium for 12 months; earned but unpaid prior-year bonus |
| Equity Treatment on CIC | If awards assumed: acceleration in full upon termination without cause within 12 months; performance awards settle at target . If not assumed: full acceleration prior to CIC; performance awards settle at ≥ target or actual performance at CIC . 2023–2024 RSUs/PSUs also accelerate upon resignation for Good Reason within 12 months of CIC; 2022 awards do not . |
| Restrictive Covenants | 1-year non-compete; 2-year non-solicit; perpetual confidentiality and non-disparagement |
| Clawback | Incentive Compensation Recovery Policy effective Oct 11, 2023; recoup incentive comp granted/earned/vested within 3 preceding fiscal years after restatement; applies to current and former executive officers |
| Indemnification | Indemnification Agreement at appointment effective Jan 1, 2023 |
Illustrative severance components for Mitchell (as of 12/31/2024):
- Termination without Cause/Resignation for Good Reason: Cash severance $1,181,250; COBRA $12,098; Pro-rata bonus not included in this scenario; equity acceleration not applicable without CIC .
- Termination within 1 year after CIC (without cause): Cash severance $1,575,000; Pro-rata bonus $337,500; COBRA $21,547; equity acceleration $2,209,906 .
- Resignation for Good Reason within 1 year after CIC: Cash severance $1,575,000; Pro-rata bonus $337,500; COBRA $21,547; equity acceleration $2,176,906 .
- Death/Disability: Equity acceleration $726,870; pro-rata bonus $337,500 (policy); other amounts per plan .
Performance & Track Record
- 2024 qualitative objectives for Mitchell: support e-fleet contract negotiations and commercial management; support M&A strategy and execution; enhance Board/Committee engagement; deliver timely counsel; achieved 143% of qualitative goals (payout 29% of total bonus) .
- Company operational/capital highlights 2024: formed PROPWR business and ordered 140MW mobile generation; four FORCE electric fleets in operation; $1.4B revenue; $252M operating cash; 7.2M shares repurchased .
- Filed/signed multiple SEC items and press releases as GC (e.g., Mar 4, 2025; May 20, 2025; Jul 30, 2025) .
Compensation Structure Analysis
- Mix remains heavily at-risk with 50% PSUs / 50% RSUs for LTIP; no material changes in 2024 design .
- Base salary increased from $387,000 (Dec 2023) to $450,000 (Dec 2024) to align with market for GC .
- 2024 stock awards grant-date fair value rose to $947,423 from $834,721 in 2023 .
- Annual bonus paid increased to $401,288 (118.9% of target) aided by maximum FCF metric performance despite EBITDA slightly below target .
Equity Ownership & Alignment Signals
- Skin in the game: 49,799 shares beneficially owned; additional unvested RSUs with scheduled vesting through 2027 and PSUs tied to relative TSR through 2026 .
- Insider selling pressure: scheduled RSU deliveries on Feb 1/16/28 in 2025–2027; 24,843 shares vested in 2024; monitor trading windows post-vesting in light of anti-hedging/pledging policy .
- Governance safeguards: strict prohibition on hedging/pledging; robust clawback; no option repricing allowed under LTIP .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approved: 93,615,569 For, 1,776,586 Against, 78,342 Abstain; broker non-votes 4,808,483 .
Related Party & Governance Context
- Major customer/ex-stockholder: ExxonMobil (via Pioneer acquisition) owns ~16% and is a significant customer; 2024 revenue from Exxon/Pioneer/XTO ~$187.7M; accounts receivable $70.8M at year-end .
Investment Implications
- Alignment and retention: LTIP structure (50% PSUs on relative TSR; 50% RSUs) plus ownership guidelines and clawback suggest strong pay-for-performance alignment; Tier 2 severance multiples (up to 2.0x on CIC) mitigate retention risk through cyclicality .
- Near-term supply from vesting: Multiple RSU tranches vest across 2025–2027 and PSUs may settle in 2025–2026; watch Form 4s around vest dates for selling pressure signals .
- Performance lens: 2024 bonus outcomes highlight operational discipline (FCF maxed) despite EBITDA softness; qualitative achievements directly tied to contracting and M&A execution for e-fleet strategy .
- Governance quality: No employment contract, anti-hedging/pledging, no tax gross-ups, no option repricing, and an NYSE-compliant clawback are positives; however, five-year TSR underperformance vs peers is a watchpoint for long-run value creation .