Larry Lawrence
ProPetro HoldingAbout G. Larry Lawrence
G. Larry Lawrence, age 73, has served as an independent director of ProPetro (PUMP) since December 2020 and is a member of the Audit Committee; the Board has designated him an “audit committee financial expert.” He previously served as CFO at multiple energy companies and holds an accounting degree from Dillard University, providing deep finance and industry expertise to board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legacy Reserves, LP | Audit Committee Chair, Director | 2006–2019 | Led audit oversight; significant tenure in public MLP governance |
| Natural Gas Services Group | Interim CFO; previously CFO | Interim: Jan–Jun 2021; CFO: 9 years | Finance leadership in compression equipment; enhanced controls and reporting |
| Lynx Operating Co. Inc. | CFO | 3 years | E&P finance and operations accountability |
| Pure Resources, Inc. | CFO | 2 years | E&P finance leadership; prior affiliation with ProPetro leadership’s network |
| Parson Group; ARCO; Crescent Consulting | Finance/Management consulting roles | Various | Broadened operational and finance exposure in energy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legacy Reserves, LP (public) | Director; Audit Committee Chair | 2006–2019 | Chaired audit; financial reporting oversight |
No other current public company directorships were disclosed for Mr. Lawrence in the latest proxy .
Board Governance
- Independence: The Board affirmatively determined Lawrence is independent under NYSE rules; he is designated an audit committee financial expert .
- Committee assignments: Audit Committee member; Audit Committee chaired by Anthony J. Best; members are Best (Chair), Lawrence, and Mary P. Ricciardello .
- Attendance: Each director in 2024 attended over 75% of Board and applicable committee meetings; independent directors hold regular executive sessions .
- Meeting cadence: Board 10; Audit 10; Compensation 5; Nominating & Corporate Governance 4 (2024) .
| Committee | Role | Meeting Count (2024) |
|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 10 |
| Compensation | Not listed as member | 5 |
| Nominating & Corporate Governance | Not listed as member | 4 |
| Board | Director (independent) | 10 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash Fees ($) | 90,000 | 90,000 |
| Total Cash vs Equity Mix (context) | Stock awards $139,999; total $229,999 | Stock awards $154,993; total $244,993 |
Policy features affecting fixed pay:
- Director Compensation Policy unchanged in 2024; annual cash retainers and annual RSU equity retainers; RSUs vest on earliest of first anniversary, day before next annual meeting, or change in control (subject to service) .
- Non-employee director total compensation capped at $500,000 per calendar year under Second A&R LTIP (with exceptions for first year, special committees, lead independent director or non-executive chair) .
Performance Compensation
| Equity Award Terms (Directors) | Vesting/Triggers | Notes |
|---|---|---|
| Annual RSU Retainer | Vests at earliest of 1-year anniversary, immediately before next annual meeting, or change in control; death/disability accelerates applicable portion | Time-based; pro-rated for partial year service |
| Clawback | Awards subject to reduction/cancellation under Company clawback policy (e.g., financial restatement) | LTIP prohibits repricing without stockholder approval; no Section 280G gross-up |
Recent RSU grants to Lawrence:
- 17,939 RSUs awarded (Form 4; transaction date 2024-04-23) .
- 28,181 RSUs awarded (Form 4; transaction date 2025-05-21) .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation Committee interlocks | The Compensation Committee was composed solely of independent directors in 2024; no executive officer of the Company served on a board/compensation committee of another entity with reciprocal executive overlap at ProPetro . |
| Shared directorships/conflicts | No disclosure of Lawrence holding roles with ProPetro competitors, suppliers, or customers in 2024–2025 proxies . |
Expertise & Qualifications
- Audit/financial reporting; designated Audit Committee financial expert; extensive CFO history in energy .
- Corporate governance and board oversight; prior audit chair experience at a public MLP .
- Energy industry operations and finance experience, including E&P and equipment providers .
- Accounting education (Dillard University) aligning with audit responsibilities .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned shares | 62,831; percent “*” (<1%) |
| Outstanding stock awards (RSUs) | 17,939 at 12/31/2024 |
| Ownership guideline | Directors encouraged to hold ≥300% of annual cash retainer within 5 years; as of 12/31/2024, each eligible non-employee director was in compliance (Mr. Berg newly subject to policy in 2024) |
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership | Security | SEC Filing |
|---|---|---|---|---|---|---|
| 2024-04-22 | M-Exempt (settlement) | 21,116 | 0.00 | 55,029 | Common Stock | |
| 2024-04-23 | A-Award | 17,939 | 0.00 | 17,939 | RSUs | |
| 2025-03-07 | S-Sale | 10,137 | 7.39 | 44,892 | Common Stock | |
| 2025-04-23 | M-Exempt (settlement) | 17,939 | 0.00 | 62,831 | Common Stock | |
| 2025-04-23 | M-Exempt (RSUs delivered) | 17,939 | 0.00 | 0 | RSUs | |
| 2025-05-21 | A-Award | 28,181 | 0.00 | 28,181 | RSUs | |
| 2025-10-31 | S-Sale | 27,000 | 10.84 | 35,831 | Common Stock |
Governance Assessment
- Board effectiveness: Lawrence’s audit credentials and experience as a former public-company audit chair strengthen ProPetro’s audit oversight; he serves on an all-independent Audit Committee with an experienced chair (Best) and designated financial experts (including Lawrence), supporting investor confidence in controls and financial reporting .
- Independence/attendance: Independent status confirmed; all directors met attendance expectations (>75%) and the Board holds regular independent executive sessions, signaling robust governance practices .
- Ownership alignment: Beneficial ownership of 62,831 shares with time-based RSUs and compliance with 300% retainer ownership guidelines indicate alignment; directors generally do not hold options (none for Lawrence) reducing risk of option-driven incentives .
- Compensation structure: Stable cash retainer ($90,000) and increased RSU value year over year (2023→2024), with director comp capped at $500,000 and LTIP guardrails (no repricing; clawback), reflect shareholder-friendly features that limit pay inflation and enforce accountability .
- Conflicts/related parties: Proxy discloses related-party transactions involving other insiders, but none involving Lawrence; no Compensation Committee interlocks, and the compensation consultant (Pearl Meyer) was assessed independent with no conflicts, mitigating governance risk .
- Signals: Two open-market sales in 2025 (10,137 shares at $7.39; 27,000 shares at $10.84) reduce his stake but leave a meaningful residual position; sales by a non-employee director are not inherently a red flag absent pattern or timing concerns, yet should be monitored for trend and alignment implications .
- Shareholder sentiment: 2024 say‑on‑pay support over 98% indicates broad investor approval of compensation governance, indirectly reinforcing confidence in Board oversight (including Audit) .
Appendix: Director Compensation Detail (Peer Context Within Board)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| G. Larry Lawrence | 90,000 | 154,993 | 244,993 |
| Anthony J. Best (Lead Independent; Audit Chair) | 130,000 | 154,993 | 284,993 |
| Phillip A. Gobe (Chairman) | 140,000 | 154,993 | 294,993 |
None of the directors (other than the CEO) held stock options as of 12/31/2024; Lawrence held 17,939 outstanding stock awards (RSUs) as of that date .