Sam Sledge
ProPetro HoldingAbout Sam Sledge
Samuel D. Sledge is Chief Executive Officer and a Director of ProPetro Holding Corp. (NYSE: PUMP), serving in both roles since August 31, 2021; age 38; he joined the company in 2011 and previously held roles spanning operations, finance, corporate development, and investor relations, and served as President (April–August 2021) and Chief Strategy & Administrative Officer (from March 2020). He holds a BBA and MBA from Baylor University . 2024 performance under his leadership: total revenue of $1.4 billion, net cash from operations of $252 million, and continued fleet modernization (75% of frac capacity next-gen/electric or Tier IV DGB) with 140 MW ordered for the new PROPWR power generation business; the company repurchased 7.2 million shares in 2024 and ~13 million cumulatively since May 2023 . Long-term incentive PSU payouts tied to relative TSR: the 2022 PSU cycle paid 73% of target on a 36th percentile relative TSR, with absolute TSR of 6% over the three-year period ended 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ProPetro Holding Corp. | Chief Executive Officer and Director | Aug 2021–present | Leads strategy, capital allocation, and fleet transition; CEO letter emphasizes disciplined capital management, PROPWR launch, and continued electric fleet deployment |
| ProPetro Holding Corp. | President | Apr 2021–Aug 2021 | Senior leadership transition prior to CEO appointment |
| ProPetro Holding Corp. | Chief Strategy & Administrative Officer | From Mar 2020 | Corporate strategy, administrative functions |
| ProPetro Holding Corp. | VP Finance, Corporate Development, IR | Pre-2020 | Financial planning/analysis, strategic initiatives, investor relations |
| ProPetro Holding Corp. | Frac Technical Specialist; Technical Operations Manager | Pre-2020 | Quality control, planning, logistics, engineering program development |
External Roles
No external public company directorships or roles disclosed in the 2025 proxy for Sledge .
Fixed Compensation
Multi-year CEO compensation (reported):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 700,000 | 800,000 | 946,000 |
| Stock Awards ($) | 3,258,631 | 4,210,746 | 3,771,150 |
| Option Awards ($) | — | — | — |
| Non-Equity Incentive Plan Comp ($) | 1,036,000 | 735,800 | 1,231,030 |
| All Other Compensation ($) | 33,663 | 41,414 | 39,267 |
| Total ($) | 5,028,294 | 5,787,960 | 5,987,447 |
2024 perquisites detail:
- Vehicle allowance $14,400; 401(k) contribution $20,700; club dues/membership $4,167; total $39,267 .
Performance Compensation
Annual Bonus Plan design and 2024 outcomes (CEO target 110% of base salary; target increased from 105% to 110% for 2024) :
| Metric (Weight) | FY 2024 Target | FY 2024 Actual | Payout Contribution |
|---|---|---|---|
| Adjusted EBITDA (40%) | $300MM | $283MM | 37.7% of target bonus |
| Free Cash Flow (20%) | $79MM | $150MM | 40% of target bonus |
| Safety TRIR (10%) | 0.65 | 0.74; committee discretion reduced payout by 6% due to early-2025 accident | -0.5% |
| Diesel Displacement (5%) | 58.5MM gallons | 62,895,391 gallons | 8.8% |
| Employee Training (5%) | 10,000 hours | 9,473 hours | 4.3% |
| Individual Strategic Goals (20%) | CEO goals (operational 60%, individual 40%) | Achieved at 140% | 28% of target bonus |
| Overall 2024 payout (as % of target) | — | — | 118.3% (CEO) |
Long-term incentives:
- 2024 grants: 242,830 RSUs and 242,830 target PSUs to CEO; RSUs vest in three equal annual tranches starting 2/28/2025; PSUs cliff vest based on 3-year relative TSR vs 2024 Peer Group (0–200% payout), with payout modifiers if absolute TSR is below zero .
- 2022 PSU cycle payout: 73% of target; 36th percentile relative TSR; 6% absolute TSR .
Equity Ownership & Alignment
Ownership and awards outstanding:
- Beneficial ownership: 357,739 shares for Sledge; percentage indicated as “*” (<1%) in the directors table; shares outstanding 103,784,239 as of March 24, 2025 .
- Options: 21,750 options exercisable at $14.00, expiring 3/16/2027; no unexercisable options outstanding . With the stock at $9.33 on 12/31/2024, these options were out-of-the-money at year-end .
- Unvested RSUs and vesting dates for Sledge: 33,494 (2/16/2025); 116,240 (2/1/2025, 2/1/2026); 242,830 (2/28/2025, 2/28/2026, 2/28/2027) .
- Unvested PSUs (maximums shown as of 12/31/2024 due to above-target performance): 348,716 (performance period ends 12/31/2025) and 485,660 (ends 12/31/2026) .
Alignment policies:
- Executive stock ownership guidelines: CEO 5x base salary; CFO/COO 3x; others 1x; new execs have five years to comply .
- Hedging and pledging prohibited for directors and executive officers under Insider Trading Compliance Policy .
- Clawback policy adopted October 11, 2023 for incentive-based compensation over prior three completed fiscal years in the event of a financial restatement per SEC/NYSE rules .
- No tax gross-ups; no option repricing; significant portion of LTI is performance-based .
Employment Terms
Executive Severance Plan (no individual employment agreements) :
- Tier level: CEO is Tier 1 .
- Without Cause/Good Reason: lump sum 2.0x (salary + target bonus); earned prior-year bonus; COBRA subsidy up to 18 months for Tier 1 .
- Change in Control (CIC) within 12 months: lump sum 3.0x (salary + target bonus at pre-CIC levels); earned prior-year bonus; prorated current-year target bonus; full COBRA reimbursement up to 18 months for Tier 1 .
- Death/Disability: earned prior-year bonus; prorated current-year target bonus .
- Equity vesting on CIC: immediate vesting of unvested RSUs and PSUs based on performance as of CIC date; special treatment for 2023 and 2024 PSUs; if awards not assumed/substituted, vesting accelerates to target or actual (whichever is greater) .
- Restrictive covenants: one-year non-compete; two-year non-solicit; perpetual confidentiality and non-disparagement .
Quantification of potential benefits (as if termination on 12/31/2024):
| Scenario | Cash Severance ($) | Pro-Rata Bonus ($) | COBRA Subsidy ($) | RSU/PSU Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without Cause / Good Reason | 3,973,200 | — | 18,141 | — | 3,991,341 |
| Death/Disability | — | 1,040,600 | — | 3,610,862 | 4,651,462 |
| CIC – Termination without Cause | 5,959,800 | 1,040,600 | 32,039 | 9,628,344 | 16,660,783 |
| CIC – Resignation for Good Reason | 5,959,800 | 1,040,600 | 32,039 | 9,315,845 | 16,348,284 |
Historical agreement context: In December 2020, Sledge separated under a bespoke agreement with a five-year non-compete and extended option exercise periods; certain RSU/PSU service requirements were deemed satisfied; he later returned and subsequently became CEO in 2021 .
Board Governance
- Board service: Director since 2021; not independent (CEO). Committees: None (CEO is not listed on Audit/Compensation/Nominating committees) .
- Board leadership: Phillip A. Gobe (Chairman, not independent); Anthony J. Best (Lead Independent Director). Board separates Chairman/CEO roles; regular executive sessions of independent directors; all 2024 directors attended over 75% of meetings .
- Compensation Committee (independent; chaired by Michele Vion); Audit Committee (independent; chaired by Anthony Best); Nominating & Corporate Governance Committee (independent) .
- Say-on-Pay: 2024 approval >98% of votes cast; annual frequency recommended .
Compensation Peer Group (benchmarking)
2024 peer group used for pay setting and PSU relative TSR: Archrock, ChampionX, Helmerich & Payne, Liberty Oilfield Services, Nabors, Nine Energy Services, Oil States International, Patterson-UTI, Precision Drilling, ProFrac, RPC, Select Energy Services, U.S. Silica; targeting ~50th percentile with adjustments for role/retention/equity .
Related Party Transactions (risk indicators)
- The company rents three yards from South Midkiff Partners, LLC, an entity partially owned by Director Spencer D. Armour III and David Sledge (father of Sam Sledge); 2024 annual rent expense approximately $0.03 million, $0.1 million, and $0.1 million respectively .
- Insider Trading Compliance Policy disclosed; policies require Audit Committee review/approval of related party transactions >$120,000 .
Equity Ownership & Director Compensation (for dual-role context)
- Sledge is an employee director; non-employee director compensation (cash retainer and annual RSU grants) does not apply to him. Note: “With the exception of Mr. Sledge who held 21,750 stock options as of December 31, 2024, none of our directors held stock options as of December 31, 2024” .
Investment Implications
- Pay-for-performance alignment appears disciplined: CEO bonus heavily weighted to Adjusted EBITDA (40%) and FCF (20%), with quantitative safety and sustainability KPIs; FCF outperformance drove above-target annual payout despite softer EBITDA, signaling strong capital discipline and cash generation in 2024’s challenging market .
- Retention/transaction protection: Tier 1 severance with double-trigger CIC and equity acceleration creates robust retention and transaction certainty; however, CIC benefits and large potential equity acceleration under PSUs/RSUs could be material (~$16.3–$16.7 million total under CIC termination scenarios), relevant for M&A sensitivities and governance scrutiny .
- Insider selling pressure: Multiple RSU tranches vest in 2025–2027 and PSU cycles conclude in 2025/2026; tax net-settlement is permitted, potentially creating episodic supply, though hedging/pledging is prohibited; options are out-of-the-money at $14 strike versus $9.33 YE-2024 price, reducing near-term exercise-related selling .
- Governance risks: Related party yard leases involving Sledge’s family (via his father) are modest in dollar value but warrant ongoing monitoring; strong governance mitigants include independent committees, lead independent director, clawback, and prohibition of hedging/pledging .
- Shareholder sentiment: >98% Say-on-Pay support suggests investor acceptance of the pay framework and metrics; continued delivery on PROPWR and electric fleet transition are operational levers likely to drive TSR-linked PSU outcomes .
Citations:
[1:x] refers to 2025 DEF 14A (published 2025-04-08).
[4:x] refers to 2021 DEF 14A (published 2021-03-26).