Mark Berg
ProPetro HoldingAbout Mark S. Berg
Independent director since May 2024 (director since Feb 2019); age 66. Veteran energy executive and attorney with deep M&A, operations, legal, sustainability, and government relations experience. Spent ~20 years at Pioneer Natural Resources (EVP & General Counsel; later EVP, Corporate Operations), where he led the negotiating team for Pioneer's $65B merger with ExxonMobil in 2024 and ran key corporate functions (strategy, business development, land, water, completions, ESG, comms) . Earlier roles: Senior VP & GC at Hanover Compressor (resolved SEC investigation and settled securities litigation), EVP & GC at American General (oversaw $27B AIG merger), and partner at Vinson & Elkins focused on M&A/project development; JD (UT Law, with honors) and BA (Tulane, magna cum laude, Phi Beta Kappa) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pioneer Natural Resources | EVP & General Counsel; EVP Corporate Operations | 2005–2024 | Led $65B ExxonMobil merger; oversaw strategy, BD, land, water mgmt, completions, sustainability, legal, GR & comms |
| Hanover Compressor Company (then NYSE) | SVP, General Counsel & Secretary | 2002–2004 | Instituted internal controls, resolved SEC investigation, settled securities class actions |
| American General Corporation | EVP & General Counsel | 1997–2002 | Oversaw $27B merger with AIG |
| Vinson & Elkins L.L.P. | Partner (M&A, project development) | 1990–1997 (at firm since 1983) | M&A and international project development |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Crystal Clearwater Resources | Chairman of the Board | Current | Wastewater solutions company |
| Oncor Electric Delivery Holdings Co. LLC; Oncor Electric Delivery Co. LLC | Director | Current | Regulated electricity T&D company |
| Permian Strategic Partnership | Founding Vice Chairman | Current | Coalition focusing on education, healthcare, roads, workforce in Permian |
| HighPoint Resources | Director | 2018–2020 | E&P, NYSE-listed at the time |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Berg is “independent” under NYSE rules (independent since May 2024) |
| Board tenure | Director since Feb 2019 |
| Committees | Compensation Committee member (from Nov 13, 2024); Nominating & Corporate Governance Committee member |
| Meeting cadence (2024) | Board: 10; Audit: 10; Compensation: 5; Nominating & Corporate Governance: 4 – |
| Attendance | All directors serving in 2024 attended >75% of applicable Board/committee meetings; all attended 2024 annual meeting |
| Leadership | Lead Independent Director: Anthony J. Best; Chairman: Phillip A. Gobe |
| Investor Rights Agreement | Pioneer (now Exxon subsidiary) retains a board designee (currently Alex V. Volkov). Berg, originally Pioneer’s designee, remained on the Board as an independent director post-merger |
Fixed Compensation (Director)
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 59,588 | Prorated cash retainer from May 3, 2024, when Berg began receiving director compensation following the Pioneer–Exxon merger |
| Policy context | — | Non-employee director cash retainers per policy; Audit/Nom & Gov chair retainers increased in 2023; baseline equity retainer increased to $155,000 effective 2024 grants |
Performance Compensation (Director)
| Year | Equity Type | Grant-Date FV ($) | Vesting / Structure |
|---|---|---|---|
| 2024 | RSUs | 154,997 | Non-employee director RSUs vest in full on earliest of 1-year anniversary, day before next annual meeting, or Change in Control; death/disability acceleration applies |
| Outstanding at 12/31/2024 | Stock Awards (#) | 16,454 | Fewer units due to later 2024 grant date; value intended comparable to peers |
Directors receive time-based RSUs only; no performance metrics apply to director equity .
Other Directorships & Interlocks
- Current public/private boards: Crystal Clearwater Resources (Chairman), Oncor entities (Director) .
- Network/Interlocks: ExxonMobil (via Pioneer) is a 16% shareholder (16.6M shares) and a major customer (2024 revenue ~$187.7M); Exxon designee Alex Volkov serves on the Board. Berg was formerly Pioneer’s designee but is now independent; nonetheless, the large customer/shareholder nexus is a continuing governance consideration .
Expertise & Qualifications
- Strategic/M&A leadership (led Pioneer’s $65B sale to ExxonMobil; multiple multibillion-dollar M&A and JV transactions) .
- Corporate operations oversight (completions/well services, water management, land, ESG) .
- Legal/compliance (resolved SEC investigation, class action settlements at Hanover) .
- Education: JD (UT Law, with honors); BA (Tulane, magna cum laude, Phi Beta Kappa) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Mark S. Berg | 28,728 | <1% | As of 3/24/2025; includes RSUs vesting within 60 days per footnotes methodology |
- Stock ownership guidelines: Directors encouraged to hold ≥300% of annual cash retainer; Berg became subject to guidelines in 2024 and has five years to comply .
- Company prohibits hedging/pledging of Company securities by directors and officers .
Governance Assessment
-
Strengths
- Deep transactional, operational, and regulatory experience aligned with PUMP’s capital allocation, electrification, and ESG priorities .
- Independence affirmed post-Pioneer–Exxon merger; sits on key governance/compensation committees, supporting board effectiveness and oversight .
- Robust director compensation structure with time-based RSUs and clear stock ownership guidelines; broad clawback and anti-hedging/pledging policies at the company level .
-
Potential Risks / RED FLAGS
- Customer/Shareholder concentration: ExxonMobil is both a major customer (~$187.7M 2024 revenue; $70.8M A/R at year-end) and ~16% shareholder, with a board designee (Volkov). Berg’s prior Pioneer affiliation is mitigated by his current independent status, but the overall Exxon nexus warrants ongoing monitoring for conflicts and recusal practices .
- Related-party environment: While not involving Berg, the company discloses RPTs (e.g., facilities leased from an entity partly owned by a director and CEO’s father; significant spend with a vendor tied to an executive’s family), underscoring the need for rigorous audit oversight generally .
-
Shareholder Signals
- Say-on-Pay: 2024 approval >98% indicates strong investor support for compensation governance; 2023 support dipped to 76% with subsequent engagement and program continuity by the committee (Berg joined the committee in Nov 2024) .
Director Compensation (Detail)
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 59,588 |
| Stock Awards (RSUs) | 154,997 |
| Total | 214,585 |
| Outstanding Stock Awards at 12/31/2024 (#) | 16,454 |
Committee Assignments (Current)
| Committee | Role | Notes |
|---|---|---|
| Compensation Committee | Member | Committee of independent directors; Chair: Michele Vion; Berg joined Nov 13, 2024 |
| Nominating & Corporate Governance Committee | Member | Independent-only committee; new chair to be elected post-2025 AGM |
Insider Trades
- The 2025 proxy lists beneficial ownership but does not detail recent Form 4 transactions for directors. No director-level Form 4 activity for Berg was identified in the proxy disclosures; for the latest insider transactions, a Form 4 search would be required outside the proxy .
Related Party & Conflicts Check (Berg-specific)
- No Berg-specific related-party transactions disclosed in the 2025 proxy. Exxon/Pioneer context and board designee structure disclosed; Berg is no longer the designee and is classified independent .
Notes on Company Policies Impacting Governance
- Clawback policy compliant with SEC/NYSE adopted Oct 11, 2023 .
- Prohibition on hedging/pledging by directors and officers .
- Director overboarding limits newly adopted to align with best practices .
Additional Context for Investors
- Major customer/shareholder: ExxonMobil (includes Pioneer/XTO) — $187.7M revenue in 2024; $70.8M receivables at year-end; 16.6M shares owned .
- Board refresh and rights: Exxon/Pioneer continues to designate one director (Volkov); board size reduced from ten to nine post-2025 AGM .
Overall, Berg brings high-value M&A and operational governance experience with independence reaffirmed post-Pioneer merger. The Exxon customer/shareholder nexus is the primary ongoing governance watch-point; current structures (independence, committee composition, policies) mitigate but warrant continuous oversight .