UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

ProPetro Holding Corp.
1706 S. Midkiff, Bldg. B
Midland, Texas 79701

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 14, 2019

Dear Stockholders:

        We cordially invite you to attend the 2019 annual meeting of stockholders of ProPetro Holding Corp., a Delaware corporation ("ProPetro," "we," "our" or the "Company"). The meeting will be held June 14, 2019 at 9:00 a.m. (Central time), at 2518 FM 307, Midland, Texas 79706. At the meeting we will ask stockholders to:

1.

Elect the nine directors named in the proxy statement to the Board of Directors;



2.

Approve an amendment of our Certificate of Incorporation to remove inoperative provisions related to our former majority stockholder (the "Inoperative Provisions Amendment");



3.

Approve an amendment of our Certificate of Incorporation to remove the supermajority voting requirement for stockholders to amend our Bylaws (the "Bylaws Voting Amendment");



4.

Approve an amendment of our Certificate of Incorporation to remove the supermajority voting requirement for stockholders to amend our Certificate of Incorporation (the "Charter Voting Amendment," and together with the Inoperative Provisions Amendment and the Bylaws Amendment, the "Charter Amendments")



5.

Approve, on a non-binding, advisory basis, our named executive officer compensation;



6.

Approve an advisory vote on the frequency of future advisory votes on executive compensation;



7.

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019; and



8.

Transact any other business as may properly come before the meeting.

        Stockholders who owned our common stock at the close of business on April 22, 2019 are entitled to notice of, and to vote at, the annual meeting, or any continuation, postponement or adjournment thereof. A stockholders' list will be available at our offices at 1706 S. Midkiff, Bldg. B, Midland, Texas 79701 for a period of ten days prior to the meeting. We hope that you will be able to attend the meeting in person.

        Your vote is important. Regardless of whether you plan to attend the meeting in person, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed return envelope. The prompt return of proxies will ensure a quorum and save us the expense of further solicitation.

        We look forward to seeing you at the meeting.

By order of the Board of Directors,

Mark Howell
General Counsel and Corporate Secretary

YOUR VOTE IS IMPORTANT

Your vote is important. We urge you to review the accompanying proxy statement carefully and to submit your proxy as soon as possible so that your shares will be represented at the meeting.

ProPetro Holding Corp.
1706 S. Midkiff, Bldg. B
Midland, Texas 79701

PROXY STATEMENT

INFORMATION CONCERNING SOLICITATION AND VOTING

        Our Board of Directors (the "Board") is soliciting proxies for the 2019 annual meeting of stockholders to be held on June 14, 2019 at 9:00 a.m. (Central Time), at 2518 FM 307, Midland, Texas 79706, and at any continuations, adjournments or postponements of the meeting. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully.

        We will pay the costs of soliciting proxies from stockholders. Our directors, officers and regular employees may solicit proxies on behalf of us, without additional compensation, personally or by telephone. We will also request that brokers, nominees, custodians and other fiduciaries forward soliciting materials to the beneficial owners of shares held by such brokers, nominees, custodians and other fiduciaries. We will reimburse such persons for their reasonable expenses in connection therewith.

        This proxy statement and our annual report on Form 10-K to stockholders for the year ended December 31, 2018 will be released on or about April 30, 2019 to our stockholders on the record date.

        IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON FRIDAY, JUNE 14, 2019

        This proxy statement and our 2018 annual report on Form 10-K to stockholders are each available at http://www.viewproxy.com/propetro/2019. Stockholders may receive directions to attend the meeting in person by calling our Director of Investor Relations at (432) 688-0012.

QUESTIONS AND ANSWERS

Q:

Who can attend and vote at the meeting?

A:

The Board set April 22, 2019 as the record date for the meeting. You can attend and vote at the meeting if you were a holder of our common stock at the close of business on the record date, April 22, 2019, or if you are a holder of a valid proxy for the meeting. If you would like to attend the meeting, you must call our Director of Investor Relations at (432) 688-0012 no later than 5:00 p.m. Central Time on June 12, 2019 to have your name placed on the attendance list. In order to be admitted into the meeting, your name must appear on the attendance list and you must present government-issued photo identification (such as a driver's license or passport). If your bank or broker holds your shares in street name, you will also be required to present proof of beneficial ownership of our common stock on the record date, such as the Internet Notice you received from your bank or broker, or a bank or brokerage statement or a letter from your bank or broker showing that you owned shares of our common stock at the close of business on the record date. In addition, if your bank or broker holds your shares in street name, you must obtain legal proxy from your broker, bank or other nominee and present it to the inspector of election with your ballot at the meeting. On April 22, 2019, there were [    ·    ] shares of our common stock outstanding and entitled to vote at the meeting.

Q:

What proposals will be voted on at the meeting?

A:

Seven proposals are scheduled to be voted upon at the meeting. At the meeting we will ask stockholders to:

•

Elect the nine directors named in this proxy statement as members of the Board to serve until our 2020 annual meeting of stockholders;

•

Approve the Inoperative Provisions Amendment;

•

Approve the Bylaws Voting Amendment;



•

Approve the Charter Voting Amendment;



•

Approve, on a non-binding, advisory basis, our named executive officer compensation;



•

Approve an advisory vote on the frequency of future advisory votes on executive compensation; and



•

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

Q:

Why did I receive a Notice of Internet Availability of Proxy Materials?

A:

As permitted by the rules of the United States Securities and Exchange Commission (the "SEC"), we are making this proxy statement and our 2018 annual report to stockholders available electronically via the Internet. On or about April 30, 2019, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the "Internet Notice") containing instructions on how to access this proxy statement and our 2018 annual report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2018 annual report. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice.

Q:

How do I cast my vote?

A:

We recommend that stockholders vote by proxy even if they plan to attend the annual meeting and vote in person. If you are a stockholder of record, there are three ways to vote by proxy:

•

by Telephone—You can vote by telephone by calling 1-866-804-9616 and following the instructions on the proxy card; or

•

by Internet—You can vote over the Internet at www.AALVote.com/PUMP by following the instructions on the Internet Notice or proxy card; or

•

by Mail—You can vote by mail by signing, dating and mailing the proxy card, which you may have received by mail.

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 13, 2019.

In the event that you submit a proxy but do not indicate any voting instructions, your shares will be voted as recommended by the Board on all matters, and in the discretion of the proxy holders as to any other matters that may properly come before the meeting or any continuation, postponement or adjournment of the meeting. We do not know of any other business to be considered at the meeting other than the proposals noted herein.

If your shares are registered in the name of a broker, bank or other nominee (typically referred to as being held in "street name"), you will receive instructions from your broker, bank or other nominee that must be followed in order for your broker, bank or other nominee to vote your shares per your instructions. Many brokerage firms and banks have a process for their beneficial holders to provide instructions via the Internet or over the telephone. If Internet or telephone voting is unavailable from your broker, bank or other nominee, please complete and return the

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voting instruction card in the addressed, postage paid envelope provided by your broker, bank or other nominee.

In the event you do not provide instructions on how to vote, your broker may have authority to vote your shares. Under the rules that govern brokers who are voting with respect to shares that are held in street name, brokers have the discretion to vote such shares on "routine" matters, but not on non-routine matters. The only "routine" matter to be voted upon at the meeting is the ratification of the appointment of independent auditors.

Your vote is especially important.    If your shares are held by a broker, your broker cannot vote your shares for the election of directors, the Charter Amendments, the non-binding advisory vote on our executive officer compensation or the frequency of an advisory vote on executive compensation unless you provide voting instructions. Therefore, please instruct your broker regarding how to vote your shares on these matters promptly. See "Vote Required" following each proposal for further information.

If you hold shares through a broker, bank or other nominee and wish to be able to vote in person at the meeting, you must obtain a legal proxy from your broker, bank or other nominee and present it to the inspector of election with your ballot at the meeting.

Q:

Can I revoke or change my proxy?

A:

Yes. You may revoke or change a previously delivered proxy at any time before the meeting by delivering another proxy with a later date, by voting again via the Internet or by telephone, or by delivering written notice of revocation of your proxy to our Secretary at our principal executive offices before the beginning of the meeting. You may also revoke your proxy by attending the meeting and voting in person, although attendance at the meeting will not, in and of itself, revoke a valid proxy that was previously delivered. If you hold shares through a broker, bank or other nominee, you must contact that nominee to revoke any prior voting instructions. You also may revoke any prior voting instructions by voting in person at the meeting if you obtain a legal proxy as described above.

Q:

How does the Board recommend I vote on the proposals?

A:

The Board recommends you vote (i) "FOR" each of the nine nominees named in this proxy statement to our Board, (ii) "FOR" the Inoperative Provisions Amendment, (iii) "FOR" the Bylaws Voting Amendment, (iv) "FOR" the Charter Voting Amendment, (v) "FOR" the approval, on a non-binding advisory basis, of our named executive officer compensation, (vi) "ONE YEAR", regarding the frequency of an advisory vote on executive compensation and (vii) "FOR" the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

Q:

Who will count the vote?

A:

The inspector of election will count the vote. Alliance Advisors will act as the inspector of election.

Q:

What is a "quorum?"

A:

A quorum is the number of shares that must be present to hold the meeting. The quorum requirement for the meeting is a majority of the outstanding shares as of the record date, present in person or represented by proxy. Your shares will be counted for purposes of determining if there is a quorum if you are present and vote in person at the meeting; or have voted on the Internet, by telephone or by properly submitting a proxy card or voting instruction card by mail.

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Votes withheld, abstentions and broker non-votes (discussed below) are counted as present and entitled to vote for purposes of determining a quorum.

Q:

What happens if there is not a quorum at the meeting?

A:

Pursuant to our bylaws, the meeting may be adjourned by a majority of the shares represented at the meeting to reconvene at the same or some other place. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjournment shall be given to each stockholder of record entitled to vote at the meeting. If the adjournment is for less than 30 days, no additional notice will be delivered.

Q:

What is an abstention and how will votes withheld and abstentions be treated?

A:

A "vote withheld," in the case of proposals regarding the election of directors and the vote on the frequency of the advisory vote on executive compensation, or an "abstention," in the case of the proposals regarding the Charter Amendments, the advisory vote on executive compensation and the ratification of the appointment of our independent registered public accounting firm, represent a stockholder's affirmative choice to decline to vote on a proposal. Votes withheld have no effect on the election of directors or the vote on the frequency of the advisory vote on executive compensation. Abstentions have the effect of a vote "AGAINST" in the case of the proposals regarding the Charter Amendments, the advisory vote on executive compensation and the ratification of the appointment of our independent registered public accounting firm.

Q:

What are broker non-votes and how will they be treated?

A:

Generally, broker non-votes occur when shares held by a broker in "street name" for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on "routine" matters, such as the ratification of the appointment of our independent registered public accounting firm, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as the election of directors. Broker non-votes will have the effect of a vote "AGAINST" the approval of the Charter Amendments and will have no effect on the election of directors, the advisory resolutions on executive compensation or the vote on the frequency of the advisory vote on executive compensation. We do not expect any broker non-votes in connection with the ratification of our independent public accounting firm.

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Q:

What vote is required to approve each item?

A:

The following table sets forth the voting requirement with respect to each of the proposals:

Q:

What does it mean if I get more than one Internet Notice or more than one set of proxy materials?

A:

Your shares are probably registered in more than one account. Please vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope.

Q:

How many votes can I cast?

A:

On all matters you are entitled to one vote per share of common stock that you held as of the record date.

Q:

Where can I find the voting results of the meeting?

A:

The preliminary voting results will be announced at our annual meeting. The final results will be published in a current report on Form 8-K to be filed by us with the SEC within four business days of our annual meeting.

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Proposal 1

ELECTION OF DIRECTORS

        At the 2019 annual meeting, nine directors are to be elected. All nominees are currently directors. Each director is to hold office until the next annual meeting of stockholders or until his successor is elected and qualified. Directors hold office until their successors have been elected or qualified or until their earlier death, resignation, removal or disqualification. The following table shows information for the directors as of April 22, 2019.

        The nominees have consented to being nominated and have expressed their intention to serve if elected. We believe that the nominees possess the professional and personal qualifications necessary for board service, and have highlighted particularly noteworthy attributes for the nominees in their biographies below. We have no reason to believe that the nominees will be unable to serve if elected to office and, to our knowledge, the nominees intend to serve the entire term for which election is sought. In the event any of the nominees should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. Only the nominees or substitute nominees designated by the Board will be eligible to stand for election as directors at the meeting.

        We have entered into an investor rights agreement (the "Investor Rights Agreement") with an affiliate of Pioneer Natural Resources Company ("Pioneer") that provides Pioneer certain rights to designate nominees for election to the Board. Under the Investor Rights Agreement, Pioneer was granted (i) the one-time right to designate an independent director to the Board and (ii) the right to designate a non-independent director to the Board for so long as a certain affiliate of Pioneer owns 5% or more of our outstanding common stock. Pioneer has designated Mark S. Berg, as the non-independent director, and Royce W. Mitchell, as the independent director, for election to our Board.

Nominees

        All of the current members of the Board are listed in the following table, and certain information concerning those directors follows the table:

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Dale Redman

        Dale Redman is a co-founder of ProPetro and has been Chief Executive Officer since 2008 and a member of the Board since 2005. Mr. Redman has over 33 years of executive and entrepreneurial experience in the energy services industry. He was a co-founder and Chief Executive Officer of Downhole Injection Systems, LLC, which was sold in 2004. Prior to that, Mr. Redman was President and Chief Executive Officer of Reef Chemical Company from 1993 to 1998. Mr. Redman received a B.B.A. in Finance from Texas Tech University. We believe that Mr. Redman's industry experience and deep knowledge of our business and our customers makes him well suited to serve as Chief Executive Officer and director.

Spencer D. Armour III

        Spencer D. Armour III has served as chairman of the Board since February 2013. Mr. Armour has over 30 years of executive and entrepreneurial experience in the energy services industry. Mr. Armour has served as President of PT Petroleum LLC in Midland, Texas since 2013. He was the Vice President of Corporate Development for Basic Energy Services, Inc. from 2007 to 2008, which acquired Sledge Drilling Corp., a company Mr. Armour co-founded and served as Chief Executive Officer from 2005 to 2006. From 1998 through 2005, he served as Executive Vice President of Patterson-UTI Energy, Inc., which acquired Lone Star Mud, Inc., a company Mr. Armour founded and served as President from 1986 to 1997. He currently serves on the board of Viper Energy Partners, LP and the board of CES Energy Solutions Corp. Mr. Armour received a B.S. in Economics from the University of Houston in 1977 and served on the University of Houston System Board of Regents from 2011 until 2018. We believe that Mr. Armour's extensive experience in the energy services industry and his deep knowledge of the industry dynamics within the Permian Basin make him well suited to serve as a director.

Steven Beal

        Steven Beal has served as a member of the Board since April 2017. Mr. Beal has over 30 years of experience in energy industry and accounting activities. Mr. Beal served as a consultant to Concho Resources Inc. ("Concho") from 2009 to 2013, and, prior to that, served as Concho's President and Chief Operating Officer from its formation in 2004 until his retirement in 2009. Previously, Mr. Beal was a director and the Executive Vice President and Chief Financial Officer of Concho Oil & Gas Corp. from its formation until becoming its President and Chief Operating Officer in 2002, a position he held until 2004. Prior to Concho Oil & Gas Corp., Mr. Beal was a director and the Vice President and Chief Financial Officer of Concho Resources Inc., a predecessor company to Concho, from its formation in 1997 until its sale in 2001. From 1988 to 1997, Mr. Beal was employed by Parker & Parsley Petroleum Company in a variety of capacities, including serving as Senior Vice President and Chief Financial Officer. From 1981 to 1988, Mr. Beal was employed by the accounting firm currently known as PricewaterhouseCoopers LLP. Mr. Beal currently serves on the board of directors of Concho Resources Inc. and First Financial Bankshares, Inc. Mr. Beal received a Bachelor of Business Administration in accounting from the University of Texas. We believe that Mr. Beal's extensive knowledge of the energy industry, together with his substantial experience with public company accounting matters make him well suited to serve as a director.

Mark S. Berg

        Mark. S. Berg has served as a member of the Board since February 2019. Mr. Berg has served as Executive Vice President, Corporate/Vertically Integrated Operations for Pioneer since May 2017. Mr. Berg has over 14 years of experience with Pioneer in various roles, including as Executive Vice President & General Counsel from April 2005 to January 2014, Executive Vice President, Corporate from January 2014 to August 2015, and as Executive Vice President, Corporate/Operations from August 2015 until assuming his current role. He began his career in 1983 with the law firm Vinson &

7

Elkins LLP, and served as partner from 1990 to 1997. Further, Mr. Berg served as Executive Vice President, General Counsel and Secretary of American General Corporation, a Fortune 200 diversified financial services company, from 1997 to 2001. Following the sale of American General to American International Group, he was appointed Senior Vice President, General Counsel and Secretary of Hanover Compressor Company, a New York Stock Exchange listed natural gas compression and processing company. Mr. Berg holds a Juris Doctor, with honors, from the University of Texas School of Law, and graduated magna cum laude and Phi Beta Kappa with a Bachelor of Arts in Public Policy from Tulane University. He is a member of the State Bar of Texas and has served as Chairman of the Board of Dallas CASA. Mr. Berg has served as a member of the board of directors of HighPoint Resources Corporation since March 2018. We believe that Mr. Berg's experience in significant management roles with Pioneer and his broad experience in the energy industry make him well suited to serve as a director.

Anthony Best

        Anthony Best has served as a member of the Board since January 2018. Mr. Best has over 35 years of experience in the energy industry, and has served as a Senior Advisor for Quantum Energy Partners ("Quantum") since August 2015. Prior to joining Quantum, Mr. Best served in various roles with SM Energy Company, commencing in 2006 as its President and Chief Operating Officer, and as its Chief Executive Officer from February 2007 through January 2015. From 2003 to 2005, Mr. Best served as President and Chief Executive Officer of Pure Resources, Inc., a Unocal development and exploration company. From 2000 to 2003, Mr. Best served as an independent consultant offering leadership and oil and gas consultation to energy companies and volunteer organizations, and from 1979 through 2000, Mr. Best served in various roles of increasing responsibility at Atlantic Richfield Company, culminating in the position of President, ARCO Latin America. Mr. Best holds a Master's of Science in Engineering Management from the University of Alaska, and a Bachelor's of Science in Mechanical Engineering from Texas A&M University. Prior to beginning his business career, Mr. Best served five years as an engineering officer in the United States Air Force. Mr. Best currently serves as a director of ExL Petroleum LP, Middle Fork Energy Partners and Newpark Resources. We believe that Mr. Best's experience in significant management roles with companies operating in the Permian Basin and his broad experience in the energy industry make him well suited to serve as a director.

Pryor Blackwell

        Pryor Blackwell has served as a member of the Board since December 2017. Mr. Blackwell has over 30 years of experience as an entrepreneur and senior executive in the commercial real estate development and investment business. Mr. Blackwell is a partner with Bandera Ventures, a private commercial real estate development and investment firm, which he co-founded in 2003. Prior to founding Bandera Ventures, Mr. Blackwell was employed by Trammell Crow Company for 18 years where he served in numerous leadership capacities, including: President—Development & Investment Group from 2001 to 2003, Chief Operating Officer from 1998 to 2001, Chief Operating Officer—Western Operations from 1997 to 1998, Area President from 1996 to 1997, President/Chief Executive Officer—DFW from 1993 to 1997, President/Chief Executive Officer—Central Office Group from 1991 to 1993, and Partner from 1987 to 1991. Mr. Blackwell was a member of the Trammell Crow Company Executive Committee, Operating Committee, Investment Committee, and served on the Board of Directors from 1993 to 2002. Mr. Blackwell holds a Bachelor of Business Administration degree in Finance from Texas Tech University. We believe that Mr. Blackwell's financial and investment experience provides a diverse perspective from outside the energy industry and makes him well suited to serve as a director.

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Alan E. Douglas

        Alan E. Douglas has served as a member of the Board since March 2017. Mr. Douglas is a shareholder of Johnson, Miller & Co. where he has worked for 25 years. Mr. Douglas is a Certified Public Accountant with over 37 years of experience in accounting and audit activities. Prior to joining Johnson, Miller & Co., Mr. Douglas was a Certified Public Accountant at KPMG LLP for twelve years. Mr. Douglas received a B.B.A. in accounting from Texas Tech University. We believe that Mr. Douglas's extensive accounting and auditing experience make him well suited to serve as a director.

Royce W. Mitchell

        Royce W. Mitchell has served as a member of the Board since February 2019. Mr. Mitchell has been an Executive Consultant, focusing on advising management teams and board audit committees of exploration and production companies, since January 2005, except for the period from April 2008 through December 2008 when he served as Chief Financial Officer of Frac Tech Services, Ltd. Mr. Mitchell served as an Executive Vice President, Chief Financial Officer and Chief Accounting Officer of Key Energy Services, Inc. ("Key") from January 2002 to January 2005. Before joining Key, he was a Partner of KPMG LLP from April 1986 to December 2001 specializing in the oil and gas industry. Mr. Mitchell received a BBA from Texas Tech University and is a Certified Public Accountant. Mr. Mitchell has served as a member of Pioneer's Board of Directors since July 2014. We believe that Mr. Mitchell's extensive knowledge of the energy industry, together with his substantial experience with public company accounting matters make him well suited to serve as a director.

Jack B. Moore

        Jack B. Moore has served as a member of the Board since March 2017. Mr. Moore served as Chairman of the Board of Cameron International Corporation from 2011 until it was acquired in April 2016. Mr. Moore worked at Cameron International Corporation from 1999 until 2014, serving as Chief Executive Officer from 2008 to 2015 and as President from 2008 to 2014. Prior to that, he held various management positions at Baker Hughes Incorporated, where he was employed for 23 years. Mr. Moore currently serves on the board of directors of Occidental Petroleum Corporation, Rowan Companies plc and KBR Inc. Mr. Moore also previously served on the board of directors of the American Petroleum Institute, the National Ocean Industries Association, and the Petroleum Equipment Suppliers Association. Mr. Moore received a B.B.A. from the University of Houston and is a graduate of the Advanced Management Program at Harvard Business School. We believe that Mr. Moore's wealth of experience in the oilfield service sector, including service as a director and executive officer to various public corporations in the sector make him well suited to serve as a director.

Vote Required

        The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the nine nominees receiving the highest number of affirmative "FOR" votes will be elected as directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

Board Recommendation

        Our Board recommends a vote "FOR" each of the nine director nominees named above.

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CORPORATE GOVERNANCE

Director Independence

        The majority of the members of the Board, at any given time, must qualify as "independent" under the rules of the NYSE.

        Our Board has undertaken a review of the independence of each of our director nominees and has affirmatively determined that each of Messrs. Beal, Best, Blackwell, Douglas, Mitchell and Moore are "independent," as defined by the NYSE rules. Under the NYSE rules, a director can be independent only if (a) the director does not trigger a categorical bar to independence and (b) our Board affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).

        Based on information provided by the directors and the director nominees concerning their background, employment and affiliations, our Board has determined that these directors do not have a material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). In making this determination, our Board considered the current and prior relationships that each of the directors has with us, and all other facts and circumstances our Board deemed relevant in determining independence, including any beneficial ownership of our capital stock by each of the directors.

Board Leadership Structure

        Our Board has adopted our Corporate Governance Guidelines, which is available on our website, www.propetroservices.com in the "Corporate Governance" subsection of the "Investors" section. Our Corporate Governance Guidelines provide that if the Chairman of the Board is a member of management or does not otherwise qualify as independent, the independent directors may elect a lead independent director. In considering whether to appoint a lead independent director, the Board determined that although Mr. Armour does not qualify as an independent director, primarily as a result of bonus payments he received in connection with assisting the Company in the process of its initial public offering, he is a non-employee director that appropriately facilitates communication among directors and management and performs his role as Chairman in a manner independent from management. Accordingly, the Board has determined that the appointment of a lead independent director is not appropriate for the Company at this time. The Board will continue to evaluate the need for a lead independent director from time to time.

        Our Board believes that Mr. Armour is best situated to serve as Chairman of the Board due to his familiarity with the oil and gas industry in the Permian Basin, his ability to facilitate communication among directors and management, and his ability to assist the Company in identifying strategic priorities and leading the Board in the successful execution of the Company's long-term development. Independent directors and management have different perspectives and roles in strategy development. Our independent directors bring experience, oversight and expertise from outside the Company and the oil and gas industry. Our Board believes that Mr. Armour's role as the Chairman of the Board facilitates the flow of information and communication between senior management and the Board, which is essential to effective governance.

        One of the key responsibilities of the Board is to develop a strategic direction for us and to hold management accountable for the execution of our strategy once it is developed. The Board believes that its current structure provides an appropriate balance between the development of the Company's strategy and independent oversight of management.

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Board of Directors and Risk Oversight

        In the normal course of its business, we are exposed to a variety of risks, including market risks relating to changes in commodity prices, interest rates, political risks and credit and investment risk. The Board oversees our strategic direction, and in doing so considers the potential rewards and risks of our business opportunities and challenges, and monitors the development and management of risks that impact our strategic goals. The Audit Committee assists the Board in fulfilling its oversight responsibilities by monitoring the effectiveness of our systems of financial reporting, auditing, internal controls and legal and regulatory compliance. The Nominating and Corporate Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, membership and structure, succession planning for our directors and executive officers and corporate governance. The Compensation Committee assists the Board in fulfilling its oversight responsibilities by overseeing our compensation policies and practices. The Board does not believe that its role in the oversight of our risks affects the Board's leadership structure.

Communicating with our Board of Directors

        Stockholders and other interested parties may communicate with our Board by writing to: ProPetro Holding Corp., P.O. Box 873, Midland, Texas 79702. Stockholders may submit their communications to the Board, the independent directors, any committee of the Board or individual directors on a confidential or anonymous basis by sending the communication in a sealed envelope marked "Stockholder Communication with Directors" and clearly identifying the intended recipient(s) of the communication.

        Our Secretary will review each communication and will forward the communication, as expeditiously as reasonably practicable, to the addressees if: (1) the communication complies with the requirements of any applicable policy adopted by the Board relating to the subject matter of the communication; and (2) the communication falls within the scope of matters generally considered by the Board. To the extent the subject matter of a communication relates to matters that have been delegated by the Board to a committee or to an executive officer of the Company, then our Secretary may forward the communication to the executive officer or chairman of the committee to which the matter has been delegated. The acceptance and forwarding of communications to the members of the Board or an executive officer does not imply or create any fiduciary duty of the Board members or executive officer to the person submitting the communications.

        Information may be submitted confidentially and anonymously, although the Company may be obligated by law to disclose the information or identity of the person providing the information in connection with government or private legal actions and in other circumstances. The Company's policy is not to take any adverse action, and not to tolerate any retaliation, against any person for asking questions or making good faith reports of possible violations of law, our policies or our Code of Ethics & Conduct.

Annual Meeting Attendance

        While the Company does not have a specific policy about director attendance at annual meetings of stockholders, all directors are expected to attend meetings of the Board (and any committees thereof on which they serve) either in person or telephonically unless exigencies prevent them from attending. Each director attended at least 75% of the aggregate of (1) the total number of meetings of the Board (held during the period for which he has been a director) and (2) the total number of meetings of committees of the Board on which he served (during the periods that he served). Our non-employee directors meet at regularly scheduled executive sessions presided over by our Chairman. Additionally, our independent directors meet at least once a year without members of management or

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non-independent directors present. All of our directors attended our 2018 annual meeting of stockholders.

Compensation Committee Interlocks and Insider Participation

        During the fiscal year ended December 31, 2018, the Compensation Committee was initially comprised of Messrs. Armour, Douglas, and Moore. In connection with an evaluation of committee assignments by our Nominating & Corporate Governance Committee in January 2018, our committee memberships were modified and Messrs. Beal, Best and Blackwell were appointed to, and continue to serve on, the Compensation Committee. No executive officer of the Company served as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee. During the fiscal year ended December 31, 2018, Mr. Armour and Mr. Blackwell were the indirect beneficiaries of certain transactions with the Company in which the amount involved exceeded $120,000. See "Other Matters."

Board and Committee Activity, Structure and Compensation

        Our Board is governed by our certificate of incorporation, bylaws, the Investor Rights Agreement, charters of the standing committees of the Board and the laws of the State of Delaware.

        On December 31, 2018, we entered into the Investor Rights Agreement with an affiliate of Pioneer. The Investor Rights Agreement provides that Pioneer will be granted (i) the one-time right to designate an independent director to the Board and (ii) the right to designate a non-independent director to the Board for so long as Pioneer owns 5% or more of the Company's outstanding common stock.

        During 2018, our Board held five meetings. There are currently three standing committees of the Board: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Members serve on these committees until their resignation or until as otherwise determined by our Board. The composition of the Board committees complies with the applicable rules of the NYSE and applicable law. Our Board has adopted a written charter for each of the standing committees, which can be found in the "Corporate Governance" subsection of the "Investors" section of our website at www.propetroservices.com.

        In addition to the above governing documents, our Code of Ethics & Conduct that applies to all of our employees, as well as each member of the Board, can also be found in the "Corporate Governance" subsection of the "Investors" section of our website at www.propetroservices.com. The composition and responsibilities of each of the standing committees of our Board are as follows:

        Audit Committee.    Our Audit Committee is comprised solely of "independent" directors, as defined under and required by the NYSE rules and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Our Audit Committee is directly responsible for, among other things, the appointment, compensation, retention and oversight of our independent registered public accounting firm. The oversight of our independent public accounting firm includes reviewing the plans and results of the audit engagement with the firm, approving any additional professional services provided by the firm and reviewing the independence of the firm. The Audit Committee is also responsible for discussing the effectiveness of the internal controls over financial reporting with our independent registered public accounting firm and relevant financial management. During the year ended December 31, 2018, the members of the Audit Committee were Messrs. Beal, Best, Douglas and Moore. In addition, Mr. Mitchell was appointed to the Audit Committee upon joining the Board in February 2019 and Mr. Moore stepped down from the Audit Committee. Mr. Beal serves as committee chair. Our Board has determined that each of Mr. Beal and Mr. Mitchell qualifies as an "audit committee financial expert," as defined by the rules under the Exchange Act. The Audit Committee held four meetings in 2018.

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        Nominating and Corporate Governance Committee.    Our Nominating and Corporate Governance Committee consists solely of "independent" directors, as defined under and required by NYSE rules. The Nominating and Corporate Governance Committee is responsible for, among other things, identifying individuals qualified to become Board members; selecting or recommending director-nominees for each election of directors to the Board; developing and recommending criteria for selecting qualified director candidates to the Board; considering committee member qualifications, appointments and removals; recommending corporate governance principles, codes of conduct and compliance mechanisms; providing oversight in the evaluation of the Board and each committee thereof; and developing an appropriate succession plan for our chief executive officer pursuant to our Corporate Governance Guidelines. During the year ended December 31, 2018, the members of the Nominating and Corporate Governance Committee were Messrs. Blackwell, Douglas and Moore, with Mr. Moore serving as committee chair. The Nominating and Corporate Governance Committee held four meetings in 2018.

        Compensation Committee.    Our Compensation Committee consists solely of "independent" directors, as defined under and required by the NYSE rules and "non-employee directors" under Section 16 of the Exchange Act. The Compensation Committee is responsible for, among other things, overseeing the discharge of the responsibilities of the Board relating to compensation of the Company's officers and directors. In carrying out these responsibilities, the Compensation Committee reviews all components of executive compensation for consistency with our compensation philosophy and with the interests of our stockholders. During the fiscal year ended December 31, 2018, the Compensation Committee was initially comprised of Messrs. Armour, Douglas, and Moore. In connection with an evaluation of committee assignments by our Nominating & Corporate Governance Committee in January 2018, our committee memberships were modified and Messrs. Beal, Best and Blackwell were appointed to, and continue to serve on, the Compensation Committee, with Mr. Blackwell serving as committee chair. The Compensation Committee held four meetings in 2018.

Role of the Board, Compensation Committee and our Executive Officers

        Executive compensation decisions are typically made on an annual basis by the Compensation Committee with input from our Chief Executive Officer. Specifically, after reviewing relevant market data and surveys within our industry, our Chief Executive Officer typically provides recommendations to the Compensation Committee regarding the compensation levels for our existing named executive officers and our executive compensation program as a whole. Our Chief Executive Officer attends all Compensation Committee meetings. After considering these recommendations, the Compensation Committee typically meets in executive session and adjusts base salary levels and non-equity incentive plan award targets. In addition, the Compensation Committee determines the achievement of non-equity incentive plan metrics and the amount of any equity grants for each of our named executive officers. In making executive compensation recommendations, our Chief Executive Officer considers each named executive officer's performance during the year, the Company's performance during the year, as well as comparable company compensation levels. While the Compensation Committee gives considerable weight to our Chief Executive Officer's recommendations on compensation matters, the Compensation Committee has the final decision-making authority on all executive compensation matters.

Role of External Advisors

        The Compensation Committee engaged Meridian Compensation Advisors in 2018 to assist the Compensation Committee and the Board in evaluating, designing and implementing compensation practices. For the year ended December 31, 2018, Meridian Compensation Advisors received $190,595 for the services it provided to our Compensation Committee. No other external advisors were engaged by the Board or any of its committees during the year ended December 31, 2018.

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        The Compensation Committee reviews and assesses the independence and performance of its executive compensation consultant in accordance with applicable SEC and NYSE rules and regulations on an annual basis to confirm that the consultant is independent and meets all applicable statutory and regulatory requirements.

Director Nominations Process

        The Nominating and Corporate Governance Committee may utilize a variety of methods for identifying potential nominees for directors, including considering potential candidates who come to their attention through current officers, directors, professional search firms or other persons. Once a potential nominee has been identified, the Nominating and Corporate Governance Committee evaluates whether the nominee has the appropriate skills and characteristics required to become a director in light of the then current make-up of the Board. This assessment includes an evaluation of the nominee's judgment and skills, such as experience at a strategy/policy setting level, financial sophistication, leadership and objectivity, all in the context of the perceived needs of the Board at that point in time.

        In February 2019, the Board amended our Corporate Governance Guidelines to specifically take the diversity of a potential director nominee's gender, race and ethnicity into account when considering candidates for the Board, and the Nominating and Corporate Governance Committee and the Board are committed to increasing Board diversity. Two of the director nominees, Messrs. Berg and Mitchell, were not recommended for nomination by the Nominating and Corporate Governance Committee, but rather pursuant to the Investor Rights Agreement. Our Board believes that at a minimum all members of the Board should have the highest professional and personal ethics and values. In addition, each member of the Board must be committed to increasing stockholder value and should have enough time to carry out his or her responsibilities as a member of the Board.

        Our Board monitors the mix of specific experience, qualifications and skills of its directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of the Company's business and structure.

        Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating and Corporate Governance Committee, c/o Secretary, P.O. Box 873, Midland, Texas 79702. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

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REPORT OF THE AUDIT COMMITTEE

        The Audit Committee assists our Board in overseeing (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the independent auditor's qualifications and independence, and (iv) the performance of our internal auditors (or other personnel responsible for the internal audit function) and independent auditor. In so doing, it is the responsibility of the Audit Committee to maintain free and open communication between the directors, the independent auditor and our financial management. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditor for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for us. The independent auditor reports directly to the Audit Committee.

        Management is responsible for the preparation, presentation, and integrity of our consolidated financial statements, accounting and financial reporting principles, internal control over financial reporting, and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations. Management is also responsible for objectively reviewing and evaluating the adequacy, effectiveness, and quality of our system of internal control over financial reporting. Our independent auditor, Deloitte & Touche LLP, is responsible for performing an independent audit of the consolidated financial statements.

        The Audit Committee's responsibility is to monitor and oversee these processes and the engagement, independence and performance of our independent auditor. The Audit Committee relies, without independent verification, on the information provided to it and on the representations made by management and the independent auditor.

        The Audit Committee has met with our independent auditor and discussed the overall scope and plans for their audit. The Audit Committee met with the independent auditor to discuss matters required to be discussed with audit committees under generally accepted auditing standards, including, among other things, matters related to the conduct of the audit of our consolidated financial statements and the matters required to be discussed by the statement on Auditing Standards No. 1301, as adopted by the Public Company Accounting Oversight Board.

        Our independent auditor also provided to the Audit Committee the written disclosures and the letter required by applicable standards of the Public Company Accounting Oversight Board regarding the independent auditor's communications with the Audit Committee concerning independence, and the Audit Committee discussed with the independent auditor its independence. When considering the independence of Deloitte & Touche LLP, the Audit Committee considered the non-audit services provided to the Company by the independent auditor and concluded that such services are compatible with maintaining the auditor's independence.

        The Audit Committee has reviewed and discussed our audited consolidated financial statements for the fiscal year ended December 31, 2018 with management and Deloitte & Touche LLP. Based on the Audit Committee's review of the audited consolidated financial statements and the meetings and discussions with management and the independent auditors, and subject to the limitations on the Audit Committee's role and responsibilities referred to above and in the Audit Committee Charter, the Audit Committee recommended to our Board that our audited consolidated financial statements be included in our Annual Report on Form 10-K as filed with the SEC.

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Deloitte & Touche LLP Fees for Fiscal Years 2018 and 2017

        The following table sets forth the fees incurred by us in fiscal years 2018 and 2017 for services performed by Deloitte & Touche LLP:

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm

        The charter of the Audit Committee and its pre-approval policy require that the Audit Committee review and pre-approve the Company's independent registered public accounting firm's audit fees, audit-related fees, tax fees and fees for other services. The Chairman of the Audit Committee has the authority to grant pre-approvals that are within the pre-approval policy and are presented to the Audit Committee at a subsequent meeting. For the year ended December 31, 2018, the Audit Committee approved 100% of the services described above under the captions "Audit Fees" and "Tax Fees".

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary of Compensation Practices

Overview

        This Compensation Discussion and Analysis ("CD&A") describes the substantive elements of our compensation practices and the detailed elements of the compensation awarded to, earned by, or paid to each of our named executive officers (the "Named Executive Officers") during the last completed fiscal year.

Named Executive Officers for 2018

        For the year ended December 31, 2018, our Named Executive Officers consisted of the following:

Compensation Philosophy and Overview

        Our executive compensation program is designed to attract, motivate and retain the management talent that we believe is necessary to achieve our financial and strategic goals. Further, we believe that our executive compensation program should be appropriately tailored to balance short-term compensation with intermediate and long-term compensation that appropriately aligns the interests of our executives with the interests of our stockholders.

        In establishing and evaluating our executive compensation programs, the Compensation Committee strives to achieve total compensation for our executives that reflects their individual contributions to the Company, as well as their contributions to our overall success as part of the management team.

Design and Implementation

        Prior to 2017, we operated as a private company and compensation for each of our Named Executive Officers, other than Mr. Denholm, was established pursuant to the terms of each officer's employment agreement. Following our initial public offering in March 2017, the Board designed a compensation program more in line with a traditional public company compensation structure, with a program focused on three principal elements of compensation:

•

Annual Base Salary.  Annual base salary is the fixed cash component of our compensation program that we use to attract and retain executives intended to be competitive with our peer group.



•

Annual Cash Incentives Awards.  Annual cash incentive awards provide our executives the opportunity to earn an annual cash payment based on the performance of the Company as a whole, as well as the individual performance of each executive. Although for the year ended December 31, 2017, annual cash incentive award payments were made on a discretionary basis, in 2018, the Compensation Committee established an annual cash incentive program based primarily on the Company's performance relative to the financial, safety, and strategic metrics.



•

Long-Term Equity Incentives.  Long-term incentive awards consist of time-based restricted stock units, as well as performance share units that will vest only if our total stockholder return outperforms the return of other companies in a peer group over a three-year performance period.

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Compensation Determinations, Benchmarking and Role of Compensation Consultant

        As part of its evaluation of the Company's executive compensation practices, the Compensation Committee performs an annual review of executive compensation and makes decisions on each component thereof in order to ensure that individual compensation is aligned with an executive's responsibilities, experience and contributions to the Company, with target total compensation positioned within competitive market practices.

        Executive compensation decisions are typically made on an annual basis by the Compensation Committee with input from our Chief Executive Officer. In providing recommendations to the Compensation Committee, our Chief Executive Officer typically reviews market data and other information and recommends changes to the current compensation levels of our Named Executive Officers and our executive compensation program as a whole. After considering these recommendations, the Compensation Committee typically meets in executive session and adjusts base salary levels and non-equity incentive plan award targets. While the Compensation Committee gives considerable weight to the Chief Executive Officer's recommendations on compensation matters, the Compensation Committee has the final decision making authority.

        In establishing a compensation structure more in line with public company practices, the Compensation Committee engaged Meridian Compensation Partners, LLC ("Meridian"), an independent executive compensation advisory firm, in 2017, to advise the Compensation Committee on executive compensation matters. In December 2017, Meridian assisted the Compensation Committee with a review of all elements of executive compensation, establishing a peer group of companies in the oilfield services industry similar to us in benchmarking pay levels and pay practices (as detailed below, the "2017 Compensation Peer Group"), an assessment of competitive pay levels and incentive plan design. The 2017 Compensation Peer Group was comprised of the following 18 companies:

        Based on the Company's extensive growth during 2017 and anticipated growth for 2018, the Compensation Committee began making adjustments to our executive compensation program in 2018 in order to maintain the alignment of our compensation practices with our revenue and market position as the Company continued to organically grow its pressure pumping operations, increasing deployed horsepower ("HHP") from 420,000 HHP, or ten fleets, at December 31, 2016, to 905,000 HHP, or twenty fleets, at December 31, 2018. Further, on December 31, 2018, the Company consummated its acquisition of Pioneer's pressure pumping assets, bringing company-wide horsepower to 1,415,000 HHP.

        As part of its process, the Compensation Committee worked with Meridian to review the 2017 Compensation Peer Group. Following this assessment, the Compensation Committee determined that as a result of the Company's growth, changes to the Company's benchmarking peer group were necessary in order to keep pay levels and pay practices aligned with the market. In late 2018, the Compensation Committee adjusted the peer group by removing several smaller companies and adding larger companies to the compensation benchmarking peer group in order to more appropriately reflect the Company's increased revenue. As a result, the Company's compensation benchmarking peer group

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(the "2019 Compensation Peer Group") for purposes of establishing 2019 compensation levels is comprised of the following companies:

        As discussed below, the Compensation Committee utilizes the assessment of market practices and competitive pay levels for purposes of establishing compensation for our Named Executive Officers.

Elements of Compensation

Base Salary

        As part of our executive compensation program, we pay a base salary to each of our executives in order to provide a consistent, minimum level of pay that is sufficient to allow us to attract and retain executives with the appropriate skills and experience for their positions.

        In connection with the compensation benchmarking analysis conducted by Meridian following our initial public offering, and effective as of June 1, 2017, the Compensation Committee set the annual base salaries for Messrs. Redman, Smith, and Sledge at $650,000, $500,000, and $425,000, respectively. Mr. Howell's annual base salary was established at $250,000 prior to our initial public offering, and Mr. Denholm's annual base salary was established at $192,000 upon his promotion to the position of Chief Accounting Officer in August 2017. Following its annual compensation benchmarking analysis, in April 2018 the Compensation Committee adjusted the base salaries for each of Messrs. Redman, Denholm and Howell to $700,000, $225,000 and $300,000, respectively, and further adjusted the base salaries of Messrs. Denholm and Howell, effective in April 2019, to $240,000 and $325,000, respectively, as part of its benchmarking analysis in connection with the adoption of the 2019 Compensation Peer Group. The Compensation Committee intends to monitor and adjust salaries for our Named Executive Officers over time as necessary to remain competitive with market rates for officers at similarly sized public companies.

Annual Cash Incentive Awards

        Annual cash incentive awards are designed to provide participants with the opportunity to earn an annual cash payment based on the Company's overall performance and each officer's individual contributions to our success. In 2018, the Compensation Committee adopted a set of performance metrics to measure performance and determine the annual incentive for each of our Named Executive Officers. Under this approach, the Compensation Committee established financial and non-financial goals that are important to the ongoing success of the Company and were intended to drive desired short-term business performance by focusing executives on key objectives that position the Company for sustained growth. Further, the Compensation Committee believes that the metrics established for 2018 were closely aligned with the metrics that the market uses to evaluate the Company's performance. In April 2018, the Compensation Committee established target bonuses for each of Messrs. Redman, Smith, Sledge, Denholm and Howell of $700,000, $375,000, $425,000, $112,500, and $200,000, respectively. Each officer had the opportunity to earn a maximum bonus equal to 200% of his target award.

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        Under the 2018 annual incentive program, 80% of each Named Executive Officer's annual bonus was based on the achievement of the following measures and threshold, target, and maximum performance goals:

        The remaining 20% of the annual incentive were based upon attainment of individual and operational performance goals. With respect to such goals, the Compensation Committee evaluated performance factors not included in the objective incentive compensation component, focused on the individual contributions of our Named Executive Officers, productivity, the Named Executive Officers' evaluation of strategic growth opportunities and operational efficiency.

        Potential payouts under the 2018 annual incentive program range from 0% to 200% of the target. If performance falls between the specified performance levels, payments are determined via straight-line interpolation. If performance falls below the threshold performance level, no payments will be awarded.

Achievement of 2018 Performance Measures and Determination of Payments

        For the year ended December 31, 2018, the Company delivered record operational and financial performance, resulting in the achievement of:

•

Adjusted EBITDA per Share of $4.46;



•

A Year-End Net Debt to Adjusted EBITDA Ratio of 0; and



•

A Total Recordable Incident Rate of 0.84.

        The Company's performance in each of these categories exceeded the level required for the maximum level of performance under the Company's cash incentive award plan.

        Further, with respect to the individual and operational performance goals, the Compensation Committee determined that, in light of the substantial contributions of each of the Company's Named Executive Officers in delivering superb operational and financial achievement during the year, the substantial contribution from each Named Executive Officer in completing the acquisition of pressure pumping assets from Pioneer, and the Company's achievement of a general and administrative expense ratio of 3.2%, which the Compensation Committee believes is substantially below the industry average, that the maximum level of performance for the individual and operational had been achieved.

        As a result of the Company's substantial outperformance of the 2018 performance measures, the Compensation Committee authorized payments under the cash incentive award plan of $1,400,000,

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$750,000, $850,000, $250,000 and $400,000 to each of Messrs. Redman, Smith, Sledge, Denholm and Howell, respectively.

Long-Term Incentive Awards

        In connection with our initial public offering, the Board adopted the 2017 Incentive Award Plan in order to facilitate the grant of equity incentives to directors, employees (including the Named Executive Officers) and consultants of our Company and certain of its affiliates and to enable the Company and certain of its affiliates to obtain and retain the services of these individuals, which is essential to our long-term success. In order to further align the interests of our Named Executive Officers with stockholders, the Compensation Committee granted a combination of time-based and performance-based equity awards to Named Executive Officers in 2018. For each Named Executive Officer, the Compensation Committee awarded 50% of the value of each Named Executive Officer's long-term incentive awards in the form of restricted stock units (RSUs) that vest in three substantially equal annual installments commencing on the first anniversary of the grant date, subject to the Named Executive Officer's continued employment, and the remaining 50% of the value of each Named Executive Officer's long-term incentive awards in the form of performance share units (PSUs) that vest, if earned, following the completion of the applicable performance period subject to the Named Executive Officer's continued employment. The annual value of each Named Executive Officer's long-term incentive award is determined in conjunction with the Compensation Committee's annual compensation benchmarking analysis, with the price per share used for purposes of calculating the number of shares tied to a reference date used by the Compensation Committee in making compensation determinations.

        PSUs vest following the completion of a designated performance period and provide the recipient with the opportunity to earn shares of common stock. For the 2018 award, the Compensation Committee chose to use one performance measure—total stockholder return (TSR), as compared to the TSR of a designated peer group of companies—to determine payouts. For purposes of the 2018 PSU awards, recipients of PSUs may earn between 0% and 200% of the target number of shares based on ProPetro's TSR, as indicated in the following table. If performance falls between the specified performance levels, payouts will be determined via straight-line interpolation. If performance falls below the threshold performance level, no payouts will be awarded.

        The performance period for the 2018 PSU awards commenced on January 1, 2018 and ends on December 31, 2020. The 2018 performance peer group is comprised of the following 12 companies:

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        Accordingly, in April 2018, we made awards of RSUs and PSUs to our Named Executive Officers as follows.

Other Compensation Policies

        Consistent with our goal of aligning compensation practices with stockholder interests, the Board has adopted, and the Compensation Committee administers, an Executive Compensation Claw-Back Policy and Executive Stock Ownership Policy.

        Executive Compensation Claw-Back Policy.    Under the terms of our Executive Compensation Claw-Back Policy, any incentive compensation, including equity awards, paid to an executive officer which was determined based on calculations of our performance against financial metrics will be subject to recovery by the Company in the event that the underlying financial metrics are negatively impacted by a restatement of our financial statements. In addition, incentive compensation, including equity awards, is subject to recovery by the Company where an executive engages in certain misconduct.

        Executive Stock Ownership Policy.    Under the Terms of our Executive Stock Ownership Policy, we have established equity ownership guidelines for our executive officers. Under these guidelines, the Chief Executive Officer must own shares of our common stock or certain equity awards with a value equal to not less than five times annual base pay, the Chief Financial Officer and Chief Operating Officer must own shares of our common stock or certain equity awards with a value equal to not less than three times annual base pay, and all other executive officers must own shares of our common stock or certain equity awards with a value equal to not less than one times their annual base pay. For our current Named Executive Officers, the deadline for compliance with these guidelines is September 11, 2023. In the event of an internal promotion or new hire being named an executive, such executive officer will have five years from the date of being named an executive officer to meet the share ownership guidelines. In calculating the value of shares of our common stock or certain equity awards held for purposes of determining compliance with the policy, such value is equal to the closing price per share on the measurement date, based on shares owned outright and unvested RSUs, with the value of such RSUs discounted by 40%. Option awards and PSUs are excluded from the calculation.

Retirement Plans

        We currently maintain a 401(k) retirement savings plan for our employees who satisfy certain eligibility requirements. Our Named Executive Officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. The Internal Revenue Code, or the Code, allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions and we may make certain discretionary profit sharing contributions. Both the matching contributions and the profit sharing contributions vest in equal installments over five years of service, with accelerated vesting on retirement, death or disability. We believe that offering a vehicle for tax-deferred retirement savings through our 401(k) plan, and making matching contributions and profit sharing contributions that vest over time, add to the overall desirability of our executive compensation package and further incentivize

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our employees in accordance with our compensation policies. We do not maintain any defined benefit pension plans or deferred compensation plans.

Employee Benefits and Perquisites

        Health/Welfare Plans.    All of our full-time employees, including our Named Executive Officers, are eligible to participate in our health and welfare plans, including:

•

medical, dental and vision benefits;



•

medical and dependent care flexible spending accounts;



•

short-term and long-term disability insurance; and



•

life insurance.

        Vehicle Allowance Program.    In addition, Messrs. Redman, Smith and Sledge each participate in a vehicle allowance program.

        We believe the benefits and perquisites described above are necessary and appropriate to provide a competitive compensation package to our Named Executive Officers.

No Tax Gross-Ups

        We do not make gross-up payments to cover our Named Executive Officers' personal income taxes that may pertain to any of the compensation or perquisites paid or provided by our Company.

REPORT OF THE COMPENSATION COMMITTEE

        The Compensation Committee has reviewed and discussed the above CD&A with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the CD&A be included in this proxy statement.

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EXECUTIVE COMPENSATION

Summary Compensation Table

        The following table summarizes the compensation provided by us to our Named Executive Officers for the fiscal years ended December 31, 2016, 2017 and 2018.

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Grant of Plan-Based Awards

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Outstanding Equity Awards for Year Ended December 31, 2018

        The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each Named Executive Officer as of December 31, 2018.

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2018 Option Exercises and Stock Vested

Pension Benefits

        We do not sponsor any qualified or non-qualified defined benefit pension plans.

Nonqualified Deferred Compensation

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Potential Payments upon Termination or Change in Control

        Each of our Named Executive Officers, other than Mr. Denholm, is party to an employment agreement as described below. Pursuant to these agreements, these officers are entitled to certain severance benefits. In addition, the grant agreements relating to our Named Executive Officers' PSU and RSU awards provide for accelerated vesting under certain circumstances, including a "double-trigger" requirement in connection with a change in control. The table below quantifies amounts that would have been paid assuming the following events took place on December 31, 2018.