Spencer Armour
ProPetro HoldingAbout Spencer D. Armour III
Independent director at ProPetro Holding Corp. (PUMP), age 71, serving since February 2013; designated independent since March 2020, with over 30 years of executive and entrepreneurial experience in energy services focused on the Permian Basin. Armour holds a B.S. in Economics from the University of Houston (1977) and previously served on the University of Houston System Board of Regents (2011–2018) . He is recognized by the Board as an “audit committee financial expert,” bolstering governance and financial oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PT Petroleum LLC (Midland, TX) | President | 2011–2018 | Executive leadership in energy services |
| Basic Energy Services, Inc. | VP, Corporate Development | 2007–2008 | Corporate development; post-acquisition integration of Sledge Drilling |
| Sledge Drilling Corp. | Co-Founder & CEO | 2005–2006 | Built and led drilling company acquired by Basic Energy |
| Patterson-UTI Energy, Inc. | EVP | 1998–2005 | Operations leadership; previously founded Lone Star Mud (acq. by Patterson) |
| Lone Star Mud, Inc. | Founder & President | 1986–1997 | Grew mud services company; sold to Patterson-UTI |
| Patterson-UTI Energy, Inc. | Director | 1999–2001 | Board oversight in oilfield services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Viper Energy, Inc. | Director | Current | Public company board service |
| CES Energy Solutions Corp. | Director | Current | Public company board service |
| Geneses Investments | Partner | Current | Energy-focused investing |
| University of Houston System Board of Regents | Regent | 2011–2018 | Higher-ed governance |
Board Governance
- Independence: Armour is affirmatively determined independent under NYSE rules; independent since March 2020 .
- Committee assignments: Member, Nominating & Corporate Governance Committee (meetings in 2024: Board—10; Compensation—5; Nominating & Corporate Governance—4). Audit Committee financial expert designation by the Board (strengthens oversight even though he’s not on Audit) .
- Attendance: All directors attended over 75% of Board and applicable committee meetings in 2024; Board held 10 meetings .
- Lead Independent Director: Anthony J. Best; Chairman: Phillip A. Gobe; executive sessions held regularly .
- Governance guardrails: Public board service limits; Code of Ethics; robust risk oversight across committees .
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee/Chair Fees | Meeting Fees | Total Cash |
|---|---|---|---|---|
| 2024 | $90,000 | Not disclosed | Not disclosed | $90,000 |
Performance Compensation
| Year | Equity Type | Grant Detail | Number of Units/Shares | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|---|
| 2024 | RSUs (annual director grant) | Non-employee director equity retainer | 17,939 (outstanding at 12/31/2024) | $154,993 | Vests in full on earliest of first anniversary, day before next annual meeting, or Change in Control, subject to service; pro-ration for mid-year appointments; death/disability accelerated |
| 2025 | RSUs | Form 4-reported award dated 2025-05-21 | 28,181 | Not disclosed | As per director equity policy; Form 4 indicates grant; vesting per policy |
| 2025 | Common Stock (settlement) | Form 4 “M-Exempt” (likely RSU vest/settlement) dated 2025-04-23 | 17,939 | $0 (non-cash conversion) | Settlement of previously granted RSUs per policy |
Performance metrics and incentive design (executive program context): Company emphasizes quantitative metrics (Adjusted EBITDA, FCF, TRIR; diesel displacement; employee training) and qualitative goals; clawback policy per NYSE/SEC; no tax gross-ups; prohibition on hedging/pledging. Director equity follows RSU framework; directors did not hold stock options in 2024 .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Viper Energy, Inc. | E&P/royalty interests | Director | Same industry adjacency; no specific related-party dealings disclosed with PUMP |
| CES Energy Solutions Corp. | Oilfield services/chemicals | Director | Sector adjacency; no specific related-party dealings disclosed with PUMP |
Expertise & Qualifications
- Deep Permian Basin and energy services operating experience; founder/operator background; prior EVP/board roles in oilfield services .
- Audit committee financial expert designation (financial reporting acumen) .
- Public company governance experience; strategy and corporate development credentials .
Equity Ownership
| As-of Date | Total Beneficial Ownership (Shares) | % Outstanding | RSUs Outstanding | Options | Pledging/Hedging |
|---|---|---|---|---|---|
| March 24, 2025 | 117,091 | Not individually disclosed | 17,939 (as of 12/31/2024) | None for directors in 2024 | Company prohibits hedging and pledging; Insider Trading Policy in place |
Director ownership guidelines: Non-employee directors encouraged to hold ≥300% of annual cash retainer; all eligible non-employee directors were in compliance as of 12/31/2024 (Berg newly subject with a 5-year compliance window) .
Governance Assessment
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Strengths:
- Independence and long-tenured sector expertise; audit financial expert designation enhances committee effectiveness even outside formal Audit membership .
- Clear director equity alignment via RSUs and ownership guidelines; Armour in compliance with stock ownership policy .
- Attendance and committee activity meet governance expectations; regular executive sessions; defined limits on external board seats .
-
Potential Conflicts/Red Flags:
- Related-party transactions: Company rents three yards from South Midkiff Partners, LLC, partially owned by Armour and David Sledge (CEO’s father); 2024 rent expense approx. $0.03m, $0.1m, and $0.1m across three yards. While subject to Audit Committee oversight and related-party policies, this is a governance sensitivity requiring ongoing scrutiny for arm’s-length terms .
- External board commitments: Multiple public boards increase time demands; company guidelines cap directorships to mitigate overboarding risk .
RED FLAG: Related-party real estate arrangements with an entity partially owned by Armour (and a CEO family member) necessitate continued Audit Committee monitoring to ensure arm’s-length pricing and no undue influence .
- Alignment and Signals:
- Director compensation mix balanced (cash + RSUs); no options outstanding for directors; RSU grants and vesting consistent with policy—alignment without egregious pay features (no gross-ups; clawback policy) .
- Shareholder sentiment supportive (2024 Say-on-Pay approval >98% for executives), a positive backdrop for governance credibility though not director-specific pay .
Insider Trades (Form 4) – Armour
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2025-05-23 | 2025-05-21 | A (Award) | RSUs | 28,181 | $0.00 | 28,181 | https://www.sec.gov/Archives/edgar/data/1680247/000168024725000103/0001680247-25-000103-index.htm |
| 2025-04-24 | 2025-04-23 | M (Exempt) | Common Stock (RSU settlement) | 17,939 | $0.00 | 117,091 | https://www.sec.gov/Archives/edgar/data/1680247/000168024725000076/0001680247-25-000076-index.htm |
These transactions indicate routine director RSU grants and vesting/settlement, reinforcing ongoing equity alignment and no open-market selling activity in the disclosed period.
Summary Notes for Investors
- Committee effectiveness: Armour adds governance depth on Nominating & Corporate Governance and financial oversight capabilities via audit expert designation—positive for board quality .
- Ownership alignment: Compliant with stock ownership guidelines; meaningful beneficial stake and continued RSU grants signal alignment, without option risk-taking incentives .
- Conflict monitoring: The South Midkiff related-party yard leases are the principal governance sensitivity tied to Armour; policies require Audit Committee review and arm’s-length assurance—monitor disclosures and any changes in terms or scale .