Item 5.02 Departure of Director or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
In connection with that certain Investor Rights Agreement dated as of December
31, 2018, by and between ProPetro Holding Corp. (the "Company") and Pioneer
Natural Resources Pumping Services LLC (the "Investor Rights Agreement"), each
of Mark S. Berg and Royce W. Mitchell were appointed to the Company's Board of
Directors (the "Board"), effective February 11, 2019.
Mark S. Berg
Mr. Berg, 60, has served as Executive Vice President, Corporate/Vertically
Integrated Operations for Pioneer Natural Resources Company ("Pioneer") since
May 2017. Mr. Berg has over fourteen 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 & 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 NYSE 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 HighPoint Resources Corporation since March 2018.
Royce W. Mitchell
Mr. Mitchell, 64, 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.
Mr. Mitchell was determined by the Board to be an "independent director" in
accordance with Section 303A.02 of the New York Stock Exchange Listed Company
Manual, including satisfying the criteria for independence set forth in Section
10A(m)(3)(B) and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). In connection with his appointment, Mr. Mitchell
was also named to the Audit Committee of the Board.
Although appointed to the Board pursuant to the Investor Rights Agreement,
neither Mr. Berg nor Mr. Mitchell is a party to any plan, contract or
arrangement with the Company in their roles as directors and each is eligible to
receive the standard compensation received by the Company's other non-employee
directors, however, Mr. Berg has elected not to be compensated for his service
as a director. The material terms of the Investor Rights Agreement were
previously reported under the heading "Investor Rights Agreement" in Item 1.01
of the Company's Current Report on Form 8-K filed with the U.S. Securities and
Exchange Commission on November 16, 2018, and are incorporated herein by
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