Shelby Fietz
ProPetro HoldingAbout Shelby Fietz
Shelby K. Fietz is Chief Commercial Officer at ProPetro Holding Corp. (PUMP), appointed November 26, 2023; he joined ProPetro in 2012 and previously led commercial, business development, sales, marketing, and supply chain functions. He is 43 and holds a Bachelor of Science from Angelo State University; he also serves in a leadership capacity with the Permian Basin Chapter of the Energy Workforce and Technology Council . Under his tenure as CCO, ProPetro launched the PROPWR mobile power generation initiative; management disclosed Q3 2025 revenue of $294 million (down 10% QoQ) and Adjusted EBITDA of $35 million (down from $50 million in Q2), while securing long-term contracts and a $350 million lease financing LOI to scale power generation capacity—key context for incentive alignment and execution risk .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ProPetro Holding Corp. | Vice President of Commercial; previously VP, Business Development, Sales & Marketing; led Supply Chain | 2012–Nov 2023 | Led commercialization and supply chain; built cross-functional commercial capabilities |
| ProPetro Holding Corp. | Chief Commercial Officer | Nov 2023–present | Led launch/commercialization of PROPWR; secured multi-year power contracts |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Energy Workforce & Technology Council – Permian Basin Chapter | Leadership capacity | n/a | Industry engagement; network and commercial reach in Permian Basin |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 365,193 | 495,000 |
| Perquisites/All Other Compensation ($) | 56,729 | 53,580 |
| Perquisite Breakdown (2024): Vehicle Allowance ($) | — | 14,400 |
| Perquisite Breakdown (2024): Company 401(k) Contribution ($) | — | 20,700 |
| Perquisite Breakdown (2024): Club Dues/Membership Fees ($) | — | 18,480 |
Notes:
- 2024 base salary remained at $495,000 due to a material increase at end of 2023 coincident with his appointment as CCO .
Performance Compensation
| Component | Design | 2024 Target | 2024 Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive | 80% quantitative (financial, safety, sustainability), 20% qualitative | 90% of base salary = $445,500 | 118.3% of target = $527,027 | Committee assessed individual/operational goals; Fietz’s qualitative performance certified at 140% yielding 28% payout on that component | Cash, annual |
| RSUs (2024 grant) | Time-based | 56,603 units; grant-date fair value $413,768 | Granted | Vests in three equal annual installments starting 2/28/2025 | Equity; 1/3rd per year |
| PSUs (2024 grant) | Performance-based | 56,603 target units; grant-date fair value $465,277 | Earnout 0–200% vs relative TSR; negative TSR modifier applies | Performance period: 1/1/2024–12/31/2026; payout based on peer percentile with downward adjustment if absolute TSR < 0 | Equity; cliff after 3 years |
Additional LTI context:
- 2022 PSU cohort settled at 73% of target based on a 3-year company TSR of 6% (36th percentile relative TSR), demonstrating pay-for-performance calibration .
Multi-Year Compensation Summary
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 365,193 | 495,000 |
| Stock Awards ($) | 3,449,874 | 879,045 |
| Non-Equity Incentive Plan Compensation ($) | 414,500 | 527,027 |
| All Other Compensation ($) | 56,729 | 53,580 |
| Total Compensation ($) | 4,286,296 | 1,954,652 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 117,095 |
| Shares Outstanding (reference date) | 103,784,239 (as of 3/24/2025) |
| Ownership as % of Outstanding | ~0.11% (117,095 / 103,784,239) |
| Stock Ownership Guidelines | All other executive officers: 1x base salary; 5-year compliance window for new/promoted executives |
| Hedging/Pledging | Prohibited for directors, officers, employees; margin purchases prohibited |
| Clawback Policy | Incentive-based comp subject to recovery for material restatements within prior 3 fiscal years; effective Oct 11, 2023 |
Unvested RSUs and Remaining Vesting Dates (as of 12/31/2024):
| Grant | Unvested RSUs | Vesting Dates |
|---|---|---|
| Feb 16, 2024 | 2,412 | Feb 16, 2025 |
| Feb 1, 2024 | 7,077 | Feb 1, 2025; Feb 1, 2026 |
| May 31, 2024 | 20,513 | May 31, 2025 |
| Nov 26, 2023 | 208,768 | Nov 26, 2025; Nov 26, 2026 |
| Feb 28, 2024 (Annual RSUs) | 56,603 | Feb 28, 2025; Feb 28, 2026; Feb 28, 2027 |
Notes:
- RSU design generally: three-year ratable vesting for employees/officers; directors’ RSUs typically vest after one year .
- Options: Company-level options outstanding have no intrinsic value as of 9/30/2025 (stock price below $14 strike); individual option holdings for Fietz not itemized in proxy .
Employment Terms
Executive Severance Plan (Tier 2 for Fietz) :
- Termination without Cause or Resignation for Good Reason (no CIC): 1.5x salary + target bonus lump sum; COBRA subsidy up to 12 months; no equity acceleration; no pro-rata bonus .
- Within 12 months after Change in Control (CIC): 2.0x salary + target bonus lump sum; full COBRA reimbursement up to 12 months; pro-rata bonus; equity acceleration per 2020 LTIP terms .
- Restrictive covenants: 1-year non-compete; 2-year non-solicit; perpetual confidentiality and non-disparagement; release required .
Illustrative Quantification (as if termination occurred on 12/31/2024) :
| Scenario | Cash Severance ($) | Pro-Rata Bonus ($) | COBRA ($) | RSU/PSU Acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Termination w/o Cause or Resignation for Good Reason (no CIC) | 1,410,750 | — | 12,098 | — | 1,422,848 |
| Death/Disability | — | 445,500 | — | 1,518,658 | 1,964,158 |
| Termination w/o Cause within 1 year of CIC | 1,881,000 | 445,500 | 21,547 | 3,801,832 | 6,149,879 |
| Resignation for Good Reason within 1 year of CIC | 1,881,000 | 445,500 | 21,547 | 3,779,328 | 6,127,375 |
Change-in-Control Equity Treatment (2020 LTIP) :
- Equity acceleration on double trigger (termination without Cause or resignation for Good Reason within 12 months of CIC) based on performance as of CIC; 2024 PSUs deemed achieved at greater of target or actual performance at CIC; 2023 PSUs based on actual performance at CIC .
- Single-trigger acceleration if awards are not assumed/substituted by successor at CIC; PSUs at greater of target or actual performance .
Track Record, Value Creation, and Execution Risk
- PROPWR commercialization: Announced inaugural 10-year midstream contract committing 80 MW; public target to fully contract initial 220 MW by year-end; pursuing additional orders and supply chain partnerships .
- Investor disclosures: Expanded contracted capacity to 150+ MW with expectations of ≥220 MW by year-end; secured LOI for $350M lease financing facility; aiming for installed capacity of ≥1 GW by 2030; illustrative annualized EBITDA of ~$275k/MW in growth phase (company estimate) .
- Completions business free cash flow used to support PROPWR scaling; share repurchase program extended to December 2026 with $89.2M remaining authorization (no repurchases in Q3 2025) .
Execution risks:
- Reliance on external financing to scale PROPWR; timing between equipment delivery and deployment implies ramp lag; market conditions in Permian remain challenging, affecting near-term free cash flow generation .
- PSU payout sensitivity to relative and absolute TSR (downside modifier if absolute TSR < 0), reinforcing alignment but increasing risk of below-target equity realizations in adverse markets .
Compensation Structure Analysis
- Mix and alignment: 2024 design increased emphasis on quantitative metrics and refined environmental/employee-related metrics in annual bonus; LTI is 50% PSUs (three-year TSR) and 50% RSUs (three-year ratable), balancing retention with performance leverage .
- Year-over-year: Fietz’s total comp decreased in 2024 vs 2023 largely due to lower stock award values; salary stepped up in late 2023 with CCO appointment; 2024 bonus paid at 118.3% of target reflecting above-target performance .
- Red flags mitigated: No tax gross-ups; clawback policy compliant with SEC/NYSE; hedging/pledging prohibited; explicit ownership guidelines with time to comply .
Equity Ownership & Insider Selling Pressure
- Near-term vesting concentration: Multiple RSU tranches vesting in 2025–2026 (Feb 1, Feb 16, May 31, Nov 26), plus 2024 annual RSUs vesting through 2027—potential supply overhang if shares are sold upon vesting; actual sales data not disclosed here (Form 4s required for confirmation) .
- Pledging/hedging: Prohibited, reducing forced-sale risk due to margin/pledge events .
- Ownership guideline compliance: New/promoted executives have five years to comply; proxy notes all NEOs still have additional time, implying ongoing build toward guideline levels .
Employment & Contracts
- No individual employment agreement; covered under Executive Severance Plan (Tier 2) with clear non-compete and non-solicit obligations and change-in-control protections .
Investment Implications
- Incentive alignment: Strong pay-for-performance architecture—quantitative-heavy annual bonus and relative TSR PSUs with negative TSR guardrails—aligns equity outcomes with shareholder returns while RSUs provide retention ballast .
- Near-term equity supply: Dense RSU vesting cadence in 2025–2026 could add selling pressure around vest dates; monitor Form 4 activity and trading windows for signals .
- Execution leverage: PROPWR growth and contracting milestones are central to Fietz’s remit; financing LOI and long-term contracts de-risk scale-up, but deployment lags and market cyclicality create execution risk that can affect PSU outcomes and bonus metrics .
- Governance quality: Clawback, anti-hedging/pledging, and ownership guidelines reduce misalignment risk; severance economics are within industry norms (1.5–2.0x for Tier 2), with double-trigger equity acceleration and single-trigger protection only if awards are not assumed .
Sources: DEF 14A (Apr 8, 2025): ; 10‑Q (Oct 30, 2025): ; 8‑K & Investor Presentation (Oct 29, 2025): ; Other transcript (Aug 26, 2025): ; Security ownership table: .