Michele Vion
ProPetro HoldingAbout Michele Vion
Michele Vion, age 65, has served as an independent director of ProPetro since February 2020. She is Chair of the Compensation Committee and a member of the Nominating & Corporate Governance Committee. Her background spans senior human resources leadership and accounting roles at HighPoint Resources (successor to Bill Barrett), Level 3 Communications, Sun Microsystems, Prudential Financial, JP Morgan, and Sony. She holds a BA in East Asian Studies and Economics from Wesleyan University, attended Stanford Directors’ College, and participated in the Financial Times Director Exchange .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HighPoint Resources (successor to Bill Barrett) | Vice President, Human Resources | Aug 2010 – Sep 2019 | Led HR at E&P company; succession, comp design |
| Level 3 Communications | Group Vice President, Human Resources | 2006 – Jan 2010 | HR leadership for global telecom |
| Sun Microsystems | Vice President, Human Resources | ~7 years | HR leadership in technology; global org management |
| Prudential Financial | Senior HR and client account management | N/A | HR/business alignment at financial services firm |
| JP Morgan | Senior HR/client roles | N/A | HR and client management at global bank |
| Sony Corporation of America | Regional Controller (Accounting) | N/A | Accounting; controls and financial oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boingo Wireless, Inc. | Director; Compensation Committee Chair; Audit Committee Member | 2018 – Jun 2021 | Led comp oversight; audit participation until acquisition by Digital Colony |
| Callidus Software Inc. | Director; Compensation Committee Chair; Audit; Nominating & Corporate Governance Member | 2005 – 2016 | Chaired comp; governance and audit contributions at cloud software firm |
Board Governance
- Current committee assignments: Compensation (Chair); Nominating & Corporate Governance (Member) .
- Independence: Board affirmatively determined Vion is independent under NYSE rules .
- Board and committee activity in 2024: Board—10 meetings; Audit—10; Compensation—5; Nominating & Corporate Governance—4 .
- Attendance: All directors served in 2024 attended over 75% of meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Regular sessions of independent directors; Lead Independent Director presides at least annually .
- Overboarding policy (effective 2024): Limits outside public boards (CEO ≤1; Chair/Lead ≤2; other active public-company executives ≤1; all other directors ≤3) .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Cash fees | $105,000 | Annual retainer and committee roles |
| RSU grant (grant-date fair value) | $154,993 | RSUs vest fully on earliest of 1-year anniversary, day before next annual meeting, or change in control (subject to service) |
| Total | $259,993 |
- Director compensation policy: Annual equity retainers in RSUs; vesting accelerated on death/disability; pro-rated for mid-year joins; expense reimbursement per policy .
Performance Compensation
- Non-employee director compensation has no performance-based equity; directors held no stock options as of Dec 31, 2024 (CEO held legacy options) .
- As Compensation Committee Chair, Vion oversees NEO incentive design; 2024 Annual Bonus Plan metrics emphasized financial, safety, and sustainability measures .
2024 NEO Annual Bonus Plan metrics and outcomes:
| Measure | Weight | Threshold | Target | Maximum | Actual 2024 | Payout as % of Target Bonus |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 40% | $150 | $300 | $330 | $283 | 37.7% |
| Free Cash Flow ($MM) | 20% | $40 | $79 | $87 | $150 | 40.0% |
| Safety (TRIR) | 10% | 0.75 | 0.65 | 0.50 | 0.74 | -0.5% (Committee discretion due to early 2025 safety event) |
| Diesel displacement (gallons) | 5% | 46,800,000 | 58,500,000 | 64,350,000 | 62,895,391 | 8.8% |
| Employee training (hours) | 5% | 8,000 | 10,000 | 11,000 | 9,473 | 4.3% |
| Quantitative subtotal | 80% | — | — | — | — | 90.3% |
| Individual strategic goals (qualitative) | 20% | — | — | — | 82%–149% range | 16%–30% |
- Independent consultant: Pearl Meyer advises the Compensation Committee; independence assessed annually; no conflicts reported in 2024 .
- Clawback: Company adopted an NYSE/SEC-compliant clawback policy effective Oct 11, 2023; all awards subject to clawback; LTIP embeds clawback applicability .
Other Directorships & Interlocks
- Compensation Committee Interlocks: 2024 members were independent directors; no executive officer of ProPetro served on a board or compensation committee of another entity with reciprocal executive overlap (no interlocks) .
- Current PUMP Board roles: Vion (Compensation Chair); other independent chairs: Audit (Best); Nominating & Corporate Governance (transitioning from Moore; Berg highlighted in investor materials) .
Expertise & Qualifications
- Executive leadership in human capital management and accounting across energy, telecom, and technology sectors; prior committee leadership (compensation/audit) at public companies .
- Board-relevant skills reflected in PUMP’s director skills matrix include corporate governance & ethics, executive leadership, risk management, and human capital/sustainability .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 51,945 shares (as of Mar 24, 2025) |
| Ownership as % of shares outstanding | Less than 1% (based on disclosure) |
| RSUs vesting within 60 days (counted in beneficial ownership) | 17,939 shares |
| Outstanding stock awards (Dec 31, 2024) | 17,939 |
| Stock ownership guidelines | 300% of annual cash retainer; applies after 5 years from election |
| Compliance status (as of Dec 31, 2024) | All non-employee directors in compliance; Berg on 5-year track due to 2024 change |
| Hedging/pledging | Prohibited by Insider Trading Compliance Policy |
Governance Assessment
- Governance quality: Independent director, compensation chair, and active role in NEO pay design with clear, multi-factor performance metrics including Adjusted EBITDA, FCF, safety TRIR, and sustainability/training—aligning incentives with operational and capital discipline priorities .
- Shareholder support: 2024 say‑on‑pay approval exceeded 98%, indicating strong investor endorsement of compensation practices overseen by the committee Vion chairs .
- Alignment and safeguards: Director RSUs are time-based; strong ownership guidelines with compliance; comprehensive clawback policy and prohibition on hedging/pledging enhance investor alignment and risk controls .
- Conflicts and related party exposure: No related party transactions disclosed involving Vion; related party items noted involve other directors/executives and were subject to Audit Committee policy and review .
- Attendance and engagement: Board/committees met regularly; all directors attended >75%; regular executive sessions of independent directors reinforce oversight .
RED FLAGS: None disclosed for Vion. Broader company related-party transactions exist but are managed under formal policies; no interlocks or tax gross‑ups; no option repricing; director compensation limits embedded in LTIP .