DEF 14A of Patterson Uti Energy Inc, Apr 11, 2024

DEF 14A of Patterson Uti Energy Inc

Filed Apr 11, 2024 · FY20230000950170-24-043522

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Under Delaware law and Patterson-UTI’s bylaws, the affirmative vote of a plurality of shares present in person or represented by proxy at the meeting at which a quorum is present is required for the election of directors. The enclosed form of proxy provides a means for you to either: • vote “For All” with respect to the election of the nominees to the Board of Directors listed below, • withhold authority to vote for one or more of the nominees (i.e., "For All Except"), or • withhold authority to vote for all of the nominees (i.e., "Withhold All"). The Board of Directors recommends that you vote “FOR” all of the nominees. Unless you give contrary instructions in your proxy, your properly submitted proxy will be voted “For All” with respect to the election of all of the nominees to the Board of Directors. If any nominee should become unable or unwilling to accept the nomination or election, the person acting under the proxy will vote for the election of such other person as the Board of Directors may recommend. The Board has no reason, however, to believe that any of the nominees will be unable or unwilling to serve if elected. Because directors are elected by a plurality vote, shares as to which a stockholder withholds authority to vote and broker non-votes will not affect the outcome of the election, although a broker non-vote will be counted for purposes of establishing a quorum. Our corporate governance guidelines require that if a director receives in an uncontested election a greater number of “withhold” votes than votes cast “for” his or her election, the Nominating and Corporate Governance Committee of the Board of Directors will undertake a prompt evaluation of the appropriateness of the director’s continued service on the Board of Directors. In performing this evaluation, the Nominating and Corporate Governance Committee will review all factors it deems relevant, including the stated reasons why votes were withheld, the director’s length of service, his or her past contributions to Patterson-UTI and the availability of other qualified candidates. The Nominating and Corporate Governance Committee will then make its recommendation to the Board. The Board of Directors will review the Nominating and Corporate Governance Committee’s recommendation and consider such further factors and information as it deems relevant. The Board of Directors will act on the Nominating and Corporate Governance Committee’s recommendation no later than 90 days following the date of the stockholders’ meeting. If the Board of Directors determines remedial action is appropriate, the director shall promptly take whatever action is requested by the Board. If the director does not promptly take the recommended remedial action or if the Board of Directors determines that immediate resignation is in the best interests of Patterson-UTI and its stockholders, the Board of Directors may accept the director’s resignation that will have been tendered as follows. Each director will, as a condition to his or her appointment or election as a director or nomination as a director, agree in writing to comply with the terms of Patterson-UTI’s majority voting policy and provide to the Board of Directors an irrevocable resignation that will be effective upon (i) the failure to receive the required vote at the next annual meeting at which such director faces re-election and (ii) the Board of Directors’ acceptance of such resignation. Set forth below is the name, age, position and a brief description of the business experience during at least the past five years of each of the nominees to Patterson-UTI’s Board of Directors, as well as specific qualifications, attributes and skills of such member that were identified by the Nominating and Corporate Governance Committee when such member was nominated to serve on the Board of Directors. Each current member of Patterson-UTI’s Board of Directors is a nominee for election to the Board of Directors. Other than the Governance Policy described below in “Consideration of Director Nominees and Governance Policy,” there are no arrangements or understandings between any person and any of the directors pursuant to which such director was selected as a nominee for election at the Meeting. There are no family relationships among any of the directors or executive officers of Patterson-UTI.

  2. ELECTION OF DIRECTORS

    | Name | Age | Position | Director Since | | Curtis W. Huff | 66 | Chairman of the Board and Director | 2001 | | Robert W. Drummond | 63 | Vice Chairman of the Board | 2023 | | William A. Hendricks, Jr. | 59 | President and Chief Executive Officer and Director | 2017 | | Leslie A. Beyer | 48 | Director | 2023 | | Tiffany (TJ) Thom Cepak | 51 | Director | 2014 | | Gary M. Halverson | 65 | Director | 2023 | | Cesar Jaime | 65 | Director | 2022 | | Janeen S. Judah | 64 | Director | 2018 | | Amy H. Nelson | 55 | Director | 2023 | | Julie J. Robertson | 68 | Director | 2022 | | James C. Stewart | 61 | Director | 2023 |

  3. ELECTION OF DIRECTORS

    The following charts and diversity matrix show a snapshot of the average tenure and age, and gender and demographic diversity, of the eleven nominees for election to our Board of Directors.

  4. ELECTION OF DIRECTORS

    | Board Diversity Matrix (As of March 28, 2024) | | | | | Total Number of Directors | | | | | | Female | Male | Did Not Disclose Gender | | Part I: Gender Identity | | | | | Directors | 5 | 5 | 1 | | Part II: Demographic Background | | | | | African American or Black | 1 | 0 | | | Hispanic or Latinx | 0 | 1 | | | White | 5 | 4 | | | Two or More Races or Ethnicities | 1 | 0 | | | Did Not Disclose Demographic Background | | 1 | |

  5. ELECTION OF DIRECTORS

    The table below summarizes some of the skills and experience that the Board believes each director possesses and are relevant to such director’s Board and committee service. This summary is not intended to be an exhaustive list of each of our directors’ skills or contributions, and the lack of a checkmark for a particular item does not necessarily mean that the director does not possess that skill or experience.

  6. ELECTION OF DIRECTORS

    | | Beyer | Cepak | Drummond | Halverson | Hendricks | Huff | Jaime | Judah | Nelson | Robertson | Stewart | | SKILLS AND EXPERIENCE | | | | | | | | | | | | | Accounting and Finance Understanding of finance and public company financial reporting | | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Corporate Finance/Capital Markets Corporate finance, capital markets and/or merger and acquisition experience | | ✓ | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ | | Corporate Governance Corporate governance principles and process | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Environmental and Safety Safety and environmental regulations | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Global Management and/or work experience with businesses operating outside of the United States | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | Human Resource Management Human resource management and/or work experience | | | | | | | ✓ | ✓ | | ✓ | | | Independent Satisfies the independence requirements of Nasdaq and the Securities and Exchange Commission | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Industry and Operations Operational and management experience in the oil and gas industry | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Leadership Business and strategic management experience from service in a leadership position, such as a CEO, COO, CFO or other senior leadership position of a significant operating unit | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | Legal Background Practiced law and/or has law degree | | | | | | ✓ | | ✓ | | | | | Prior Board Experience Service on public company boards | ✓ | ✓ | ✓ | | | ✓ | | ✓ | ✓ | ✓ | ✓ | | Risk Oversight Understanding significant risks facing companies | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Technology Developing and investing in new technologies | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ |

  7. ELECTION OF DIRECTORS

    When considering whether directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of Patterson-UTI’s business and structure, the Nominating and Corporate Governance Committee and the Board of Directors focused primarily on the information discussed in each of the directors’ individual biographies set forth below.

  8. ELECTION OF DIRECTORS

    | | Curtis W. Huff — Mr. Huff has served as Chairman of the Board of Patterson-UTI since June 2020, as a director of Patterson-UTI since May 2001 and served as a director of UTI Energy Corp. ("UTI") from 1997 to May 2001. Mr. Huff is owner and Chairman of Freebird Partners, a private investment firm created in 2002 that is focused on oilfield service companies and technology. Mr. Huff co-founded Intervale Capital, an oilfield service private equity firm, in 2006 and served as a Managing Director from 2006 to 2012, when he sold his interest in the firm. Mr. Huff also serves as Chairman of Impact Fluid Solutions LP, which provides drilling and production solutions for oil and gas operators and fluid companies. Mr. Huff also serves as a director at various of Freebird’s private portfolio companies. Mr. Huff served as the President and Chief Executive Officer of Grant Prideco, Inc., a provider of drill pipe and other drill stem products, from February 2001 to June 2002. From January 2000 to February 2001, Mr. Huff served as Executive Vice President, Chief Financial Officer and General Counsel of Weatherford International, Inc., one of the world’s largest international oilfield services companies. He served as Senior Vice President and General Counsel of Weatherford from May 1998 to January 2000. Mr. Huff began his professional career in 1983 with the law firm of Norton Rose Fulbright US LLP where he specialized in corporate, securities and merger and acquisition matters. Mr. Huff was made a partner in that firm in 1989 where he served until 1998 when he joined Weatherford. Mr. Huff holds a Bachelor of Arts degree and J.D. from the University of New Mexico, where he graduated as a member of the Order of the Coif and cum laude, and a Masters of Law from New York University School of Law. Mr. Huff is the immediate past Chairman of the Board of Directors of the University of St. Thomas in Houston, Texas and is actively involved with various charities, including the Houston Food Bank. The Board of Directors considered Mr. Huff’s background as an executive of publicly traded oilfield services companies and as an owner and manager of a private investment firm focused on the oilfield service industry. The Board noted his knowledge and experience in a broad range of oilfield products and services and his current and historical experience in managing operations in both the United States and internationally. The Board also considered Mr. Huff’s expertise and background with regard to accounting and legal matters, which, among other things, provides guidance to Patterson-UTI in assessing its corporate governance structure, policies and procedures. | | | Robert W. Drummond — Mr. Drummond has served as Vice Chairman of the Board and a director of Patterson-UTI since September 2023. Mr. Drummond served as a member of NexTier’s board of directors from August 2018 to September 2023. He joined NexTier in August 2018 as Chief Executive Officer and was elected as President in October 2019, which position he held until September 2023. Prior to joining NexTier, Mr. Drummond served as the President & Chief Executive Officer of Key Energy Services, Inc. and served for more than 30 years at Schlumberger Limited in various executive positions. Mr. Drummond has been a Supervisory Director at Expro Group Holdings N.V. since May 2017. He has previously served on the board of directors of the National Ocean Industries Association, the Houston Offshore Energy Center, the Greater Houston Partnership, the API Upstream Committee, and as an Advisory Board Member of the University of Houston Global Energy Management Institute. Mr. Drummond attained his B.S. in Mineral/Petroleum Engineering from the University of Alabama. The Board of Directors considered Mr. Drummond’s more than 30 years of leadership experience in the oil and gas industry, including his service as Chief Executive Officer and President of multiple oilfield service companies. The Board also considered Mr. Drummond’s experience in leading NexTier preceding its merger with Patterson-UTI, and the benefits to the Board from having Mr. Drummond’s institutional knowledge as a resource for the Board following the merger. In addition, the Board noted his extensive experience serving or previously serving on public company boards and on the board of directors of a variety of industry organizations. |

  9. ELECTION OF DIRECTORS

    | | William Andrew Hendricks, Jr. —Mr. Hendricks has served as President and Chief Executive Officer of Patterson-UTI since October 2012 and as a director of Patterson-UTI since June 2017. From April 2012 through September 2012, he served as Chief Operating Officer of Patterson-UTI. Prior to Patterson-UTI, Mr. Hendricks worked in a number of positions at Schlumberger for 24 years, where he last served as a drilling division President, having lived and worked around the world in the energy industry, offshore and onshore, and conducting business at times in Spanish and French. As CEO at Patterson-UTI, he has focused on transformation through investments in people and technology, growth through strategic acquisitions, improving diversity in recruiting and leadership and also enhancing the company’s sustainability and ESG position. Mr. Hendricks attended Texas A&M University, receiving a Bachelor of Science degree in Petroleum Engineering, and then began his career working on an offshore drilling rig in the Gulf of Mexico for Ocean Drilling & Exploration Company (currently Diamond Offshore). Mr. Hendricks is past Chairman of the International Association of Drilling Contractors, IADC Contractor of the Year in 2021, a member of the Society of Petroleum Engineers, an energy contributor on CNBC and has testified on energy matters with the U.S. Senate Committee on Energy and Natural Resources in Washington D.C. The Board of Directors considered Mr. Hendricks’ more than 30 years of combined operational and managerial experience in the oil and gas industry. In addition, the Board noted his nearly 12 years of service as Patterson-UTI’s President and Chief Executive Officer and nearly 10 years of service in numerous executive positions with Schlumberger Limited, a global provider of oilfield services, including nearly two years as President of Schlumberger Drilling & Measurements. The Board further considered Mr. Hendricks’ significant experience with evaluating the drivers for macro trends in the oil and gas industry, as well as managing the cyclical nature of the oil and gas service business, which allows Mr. Hendricks to provide valuable input into the development and implementation of Patterson-UTI’s corporate strategy. In addition, the Board noted that Mr. Hendricks’ operational experience brings valuable knowledge to the oversight of achieving safe and efficient operations. The Board also considered Mr. Hendricks’ significant experience working in numerous worldwide locations, which allows him to provide valuable counsel regarding possible expansion into new international markets. | | | Leslie A. Beyer — Ms. Beyer has served as a director of Patterson-UTI since September 2023. Ms. Beyer served as a member of NexTier’s board of directors from February 2023 to September 2023. Ms. Beyer has served as a director of Forum Energy Technologies since December 2023. Ms. Beyer served as the Chief Executive Officer of the Energy Workforce & Technology Council from 2014 to 2023, the largest global energy technology and services association. She is a frequent speaker on issues facing the energy industry including the global energy market, regulatory environment and ESG best practices. Ms. Beyer has been an advocate for the energy services sector testifying before Congress and frequently appearing on national media outlets. She also serves on the Advisory Board of the Energy Advisory firm Veriten. Before joining EWTC, her career highlights include 15 years in Washington, D.C. serving in policy and public affairs roles in the U.S. Senate, multiple presidential campaigns, The White House – Executive Office of the President, U.S. State Department and U.S. Department of Housing and Urban Development. After government service, Ms. Beyer began a career in advocacy as Director, Member and Board Relations with the National Association of Manufacturers. Ms. Beyer holds a bachelor’s degree of arts in Latin American Studies from The University of Texas at Austin. The Board of Directors considered Ms. Beyer’s leadership and advocacy for responsible operations in the energy sector and extensive experience supporting the energy services sector, and the depth and perspective that such experience would bring to the Board. The Board also noted Ms. Beyer’s leadership as Chief Executive Officer of the Energy Workforce & Technology Council and her deep understanding of regulatory and environmental issues, which allows her to provide Patterson-UTI with valuable insight into industry issues. |

  10. ELECTION OF DIRECTORS

    | | Tiffany (TJ) Thom Cepak — Ms. Cepak has served as a director of Patterson-UTI since August 2014. Ms. Cepak has served as a director of Ranger Oil Corporation, an upstream oil and gas company, since September 2019, as a director of California Resources Corporation, an upstream oil and gas company, since October 2020 (and as chair since April 2021) and as a director of EnLink Midstream, LLC, a midstream company, since December 2021. Ms. Cepak served as the Chief Financial Officer of Energy XXI Gulf Coast, Inc., an upstream oil and gas company, from August 2017 to October 2018. Ms. Cepak served as the Chief Financial Officer of KLR Energy (and, subsequent to its business combination, Rosehill Resources Inc., an upstream oil and gas company) from January 2015 to June 2017. Ms. Cepak served as a director of Yates Petroleum Corporation, a privately owned, independent oil and gas exploration and production company, from October 2015 to October 2016. Ms. Cepak served four years as the Chief Financial Officer of EPL Oil & Gas, Inc., and was further appointed Executive Vice President in January 2014, and she served in those roles until June 2014, when EPL was sold. Ms. Cepak began her career with EPL as a Senior Asset Management Engineer, a position she held until she was appointed Director of Corporate Reserves in September 2001. Ms. Cepak was named EPL’s Director of Investor Relations in April 2006 and Vice President, Treasurer and Investor Relations in July 2008. In July 2009, Ms. Cepak was designated as EPL’s Principal Financial Officer and, in September 2009, she was appointed Senior Vice President. Ms. Cepak has more than 25 years of energy industry experience and prior to joining EPL, she was a Senior Reservoir Engineer with Exxon Production Company and ExxonMobil Company with operational roles including reservoir engineering and subsurface completion engineering for numerous offshore Gulf of Mexico properties. Ms. Cepak holds a B.S. in Engineering from the University of Illinois and a Masters of Business Administration in Management with a concentration in Finance from Tulane University. The Board of Directors considered Ms. Cepak’s more than 25 years of operational and financial experience in the energy industry. The Board noted her service in various operational roles, including as a reservoir engineer for a major oil and gas exploration and production company. The Board also noted Ms. Cepak’s executive management experience, including as chief financial officer of a publicly traded independent oil and gas exploration and production company, which allows her to provide Patterson-UTI with valuable insight on financial and strategic matters. The Board also considered Ms. Cepak’s diversity of perspective, which is exemplified by her recognition in 2018 as one of Oil and Gas Investor’s 25 Influential Women in Energy. | | | Gary M. Halverson — Mr. Halverson has served as a director of Patterson-UTI since September 2023. Mr. Halverson served as a member of NexTier’s board of directors from September 2016 to September 2023. In 2016, Mr. Halverson became a Senior Advisor at First Reserve, a private equity firm that focuses on energy investments, and a Partner at 360 Development Partners, a commercial real estate firm. Mr. Halverson was formerly Group President of Drilling and Production Systems and Senior Vice President at Cameron International Corporation from 2014 to 2016 prior to its sale to Schlumberger in 2016. He has over 38 years of industry experience with Cameron, where he worked in various leadership roles across the U.S., Latin America and Asia. Mr. Halverson currently serves as Chairman of the Board of Directors of the Petroleum Equipment Suppliers Association, as a director on the board of the General Committee of Special Programs of the American Petroleum Institute, as a director on the board of the Well Control Institute, as a director on the board of FlexSteel Pipeline Technologies, Inc. and was the U.S. delegate to the World Petroleum Congress. The Board of Directors considered Mr. Halverson’s over 40 years of leadership and operational experience in the energy industry. The Board also noted Mr. Halverson’s extensive financial and investment experience, including as a senior advisor of an energy-focused private equity firm, which brings a valuable financial and strategic perspective to the Board. The Board also noted Mr. Halverson’s continued involvement in a variety of industry organizations, which brings a wide knowledge of industry perspectives to the Board. |

  11. ELECTION OF DIRECTORS

    | | Cesar Jaime — Mr. Jaime has served as a director of Patterson-UTI since April 2022. Mr. Jaime previously served on the board of Summum Group Ltd, a provider of well servicing and oil and gas engineering and construction in Colombia, Mexico and Peru, from 2014 to 2022. Mr. Jaime previously served on the board of LAREIF, a renewable energy developer in Colombia, from 2014 to 2019. Mr. Jaime served in various management positions at Schlumberger between 1981 and 2010, including serving as President of Schlumberger’s Latin America business from 2008 to 2010. Mr. Jaime has served on the board of Alliance Schlumberger, a non-profit organization grouping former Schlumberger engineers, since 2019. Mr. Jaime holds a Bachelor of Science degree in electrical engineering from Pontificia Universidad Javeriana in Bogotá, Colombia. The Board of Directors considered Mr. Jaime’s 30 years of experience in international oilfield services in Latin America, Europe and Africa for Schlumberger, including serving as President of Latin American operations. The Board also noted his international operations background in light of the Company’s drilling operations in Colombia and recent acquisition of Ulterra, which operates in many countries across the world. The Board also considered the breadth of his experience including in key management roles in operations, sales and human resource management. | | | Janeen S. Judah — Ms. Judah has served as a director of Patterson-UTI since April 2018. Ms. Judah has served as a director of the general partner of Crestwood Equity Partners LP, a midstream company, since November 2018. Ms. Judah has also served as a director for privately held Aethon Energy III, LLC, an upstream oil and gas investment firm, since June 2019, and as a member of the University Lands Advisory Board since August 2020. Ms. Judah served as a director of Jagged Peak Energy Inc., an upstream oil and gas company, from April 2019 to January 2020, when Jagged Peak was acquired by Parsley Energy. Ms. Judah served as the President of the Society of Petroleum Engineers from September 2016 to October 2017 while on secondment from Chevron, and as a member of the Board of Directors of the Society of Petroleum Engineers from 2003 to 2006 and from 2012 to 2018. Ms. Judah held numerous leadership positions at Chevron, including general manager for Chevron’s Southern Africa business unit from August 2010 to September 2016, president of Chevron Environmental Management Company from August 2007 to August 2010 and general manager of reservoir and production engineering for Chevron Energy Technology Company from June 2004 to August 2007. Before joining Chevron in 1998, she held various upstream petroleum engineering positions for Texaco and Arco, starting in Midland in 1981. Ms. Judah holds Bachelor of Science and Masters of Science degrees in petroleum engineering from Texas A&M University, a Masters of Business Administration from the University of Texas of the Permian Basin and a Juris Doctorate from the University of Houston Law Center. Ms. Judah is a registered professional Engineer in Texas, currently serves on both the Texas A&M and University of Houston College of Engineering Advisory Councils, and has been a member of the Texas A&M Petroleum Engineering Industry Board since 1996. Ms. Judah is also president-elect of Houston Audubon, a conservation land trust and environmental education nonprofit organization. The Board of Directors considered Ms. Judah’s more than 35 years of operational, managerial and environmental experience in the oil and gas industry. The Board noted her experience derived from oil and gas industry positions held involving significant operational and management responsibilities, including positions with Chevron and upstream petroleum engineering positions. The Board also noted Ms. Judah’s extensive international experience, including most recently as general manager for Chevron’s Southern Africa business unit, which allows her to provide Patterson-UTI with valuable insight on international and strategic matters. The Board also considered Ms. Judah’s service as the President of the Society of Petroleum Engineers from 2017 to 2018, as well as her diversity of perspective, which is exemplified by her recognition in 2018 as one of Oil and Gas Investor’s 25 Influential Women in Energy. |

  12. ELECTION OF DIRECTORS

    | | Amy H. Nelson — Ms. Nelson has served as a director of Patterson-UTI since September 2023. Ms. Nelson served as a member of NexTier’s board of directors from October 2019 to September 2023. She is also the president of Greenridge Advisors, LLC, which she founded in 2007 as an energy services and equipment consulting firm focused on the development, execution, and financing of corporate and product line strategies. Ms. Nelson advises her clients on strategy development, capital allocation, acquisition evaluation and infrastructure development. Her clients span a broad range of oilfield service, product and geographic markets. Ms. Nelson has been a member of APA Corporation’s board of directors since 2014, and she is a member of both its audit committee and corporate responsibility, governance, and nominating committee. She also joined the Helix Energy Solutions Group, Inc. board of directors and its audit committee in July of 2019, and in May of 2020 began serving as the chair of the audit committee. Ms. Nelson began her career at Amoco Production Company in a variety of engineering, project management and planning roles. From 2000 to 2007, Ms. Nelson served as a vice president of SCF Partners, an oilfield service and equipment-focused private equity firm, where she concentrated on investment strategy, investment execution and portfolio company management. During her tenure at SCF Partners and Greenridge Advisors, Ms. Nelson has served on the board of directors of several private companies. Ms. Nelson has devoted her career to serving companies in the oil and gas industry. The Board of Directors considered Ms. Nelson’s extensive oilfield service experience through her founding and leadership of an energy services and equipment consulting firm, as well as her financial and strategic experience gained through her service at an oilfield service and equipment-focused private equity firm. The Board also considered Ms. Nelson’s extensive board of directors experience as a result of currently serving or previously serving on public company boards and a variety of private company boards, bringing valuable corporate governance, sustainability and oversight experience to the Board. | | | Julie J. Robertson — Ms. Robertson has served as a director of Patterson-UTI since April 2022. Ms. Robertson has served as a director of EOG Resources, Inc., an upstream oil and gas company, since January 2019, as a director of Superior Energy Services, Inc., an oilfield services company, since February 2021 and as a director of Seadrill Limited, an offshore drilling contractor, since November 2021. Ms. Robertson served in the role of Executive Chairman of Noble Corporation plc (“Noble”), an offshore drilling contractor, from May 2020 until her retirement from Noble in February 2021. Previously, Ms. Robertson served as Chairman of the Board, President and Chief Executive Officer of Noble from January 2018 until May 2020. Ms. Robertson previously served in various other management roles for Noble and its subsidiaries, including (i) Executive Vice President from 2006 to January 2018, (ii) Senior Vice President — Administration from 2001 to 2006 and (iii) Vice President — Administration from 1996 to 2001. Ms. Robertson also served continuously as Corporate Secretary of Noble from 1993 until assuming the Chairman’s role in 2018. Ms. Robertson joined a predecessor subsidiary of Noble in 1979. Ms. Robertson holds a Bachelor of Journalism degree from the University of Texas at Austin and successfully completed the Harvard Business School Advanced Management Program in 1998. The Board of Directors considered Ms. Robertson’s more than 40 years of operational, managerial, administrative and human resource experience at a leading global offshore drilling contractor, including as the Executive Chair and as the Chair of the Board, President and Chief Executive Officer. The Board noted Ms. Robertson’s extensive international experience, including working in over 45 countries, her experience in mergers and acquisitions and her experience in global compliance and risk mitigation, executive compensation, governance and sustainability matters and supply chain management. Ms. Robertson also has extensive board of directors experience as a result of currently serving or previously serving on four public company boards. The Board also considered Ms. Robertson’s recognition as 2013 Drilling Contractor of the Year by the International Association of Drilling Contractors, and her recognition in 2020 as one of Oil and Gas Investor’s 25 Influential Women in Energy. |

  13. ELECTION OF DIRECTORS

    | | James C. Stewart— Mr. Stewart has served as a director of Patterson-UTI since September 2023. Mr. Stewart served as a member of Keane’s and, subsequently, NexTier’s board of directors from March 2011 to September 2023. He joined Keane (predecessor to NexTier) in March 2011 as Chairman and Chief Executive Officer and served as Executive Chairman from August 2018 to October 2019. Mr. Stewart has served as Chief Executive Officer of Covenant Testing Technologies, a provider of flowback, production and sand management, and pressure control equipment rentals and associated services, since October 2023. Prior to joining Keane, from 2007 to 2009, he served as the President and Chief Executive Officer of a privately held international drilling company. From 2006 to 2007, Mr. Stewart served as Vice President of Integrated Drilling Services for Weatherford International plc, based in London and Dubai, where he created and managed a global business unit that included a 50-rig international land contract drilling group and a global project management team. Mr. Stewart began his career with Schlumberger Limited, where he held senior leadership positions across the globe over the span of 22 years. The Board considered Mr. Stewart’s more than 30 years of leadership experience in the oilfield services industry, including his service as former Chief Executive Officer of NexTier and of another oilfield service company. The Board also considered his extensive international experience and management of global business and project management teams, which brings perspective to the Board and allows him to provide Patterson-UTI with valuable insight on international and strategic matters. |

  14. Consideration of Director Nominees and Governance Policy

    Consideration of Director Nominees and Governance Policy On behalf of the Board, the Nominating and Corporate Governance Committee considers director nominees recommended by Patterson-UTI’s stockholders if the recommendations are made in accordance with all legal requirements, including applicable provisions of Patterson-UTI’s restated certificate of incorporation and bylaws. A stockholder’s notice to the Secretary of Patterson-UTI shall contain certain information specified in Patterson-UTI’s bylaws regarding the stockholder and the proposed nominee. See “Other Matters—Stockholder Proposals for 2025 Annual Meeting” and Article I, Section 8 and Article I, Section 11 of Patterson-UTI’s bylaws. The number of directors may be fixed or changed by amendment of Patterson-UTI's bylaws or by resolution of the Board. The Board assesses periodically, in connection with director refreshment and other considerations, whether a larger or smaller number of directors would be preferable. The Nominating and Corporate Governance Committee determines qualification criteria and procedures for the identification and recruitment of candidates for election to serve as directors of Patterson-UTI. The Nominating and Corporate Governance Committee relies on the knowledge and relationships of Patterson-UTI and its officers and directors, as well as third parties when it deems appropriate, to identify and evaluate nominees for director, including nominees recommended by stockholders. In evaluating a nominee for director, the Nominating and Corporate Governance Committee considers the nominee’s skills, expertise, industry and other knowledge, personal and professional ethics, integrity and values, sound business judgment and willingness to commit sufficient time to the Board and be committed to representing the long-term interests of Patterson-UTI’s stockholders. The Nominating and Corporate Governance Committee also reviews the individual performance and qualifications of each director who wishes to be considered for nomination to the Board. Although the Nominating and Corporate Governance Committee does not have a stand-alone policy with regard to consideration of diversity in identifying director nominees, it is required, in accordance with our Corporate Governance Guidelines, to consider diversity in professional background, experience, expertise (including as to financial matters) and perspective (including as to age, gender and ethnicity) with respect to the Board of Directors composition as a whole when evaluating a director nominee. The Board assesses its effectiveness in this regard as part of the annual board and director evaluation process. In connection with the closing of the NexTier merger in September 2023, the Board adopted a Governance Policy that sets forth certain requirements on the Board and its composition for a period of two years following completion of the NexTier merger. The Governance Policy provides that, at each of the 2024 and 2025 annual meetings of stockholders, the Patterson-UTI Board will re-nominate each Patterson-UTI and NexTier designee then serving on the Patterson-UTI Board for re-election by stockholders, subject to certain exceptions. In addition, until September 1, 2025, (i) the Nominating and Corporate Governance Committee will have an equal number of Patterson-UTI and NexTier designees, (ii) all other committees will have at least one NexTier designee, such that the membership of all the committees (excluding the Executive Committee) of the Patterson-UTI Board, taken as a whole, will have an equal number of Patterson-UTI and NexTier designees and (iii) the Executive Committee will consist of the Chairman, Vice Chairman and Chief Executive Officer. Mses. Cepak, Judah and Robertson and Messrs. Huff, Hendricks and Jaime are the current Patterson-UTI designees, and Mses. Nelson and Beyer and Messrs. Drummond, Halverson and Stewart are the current NexTier designees.

  15. Reduction in 2023 Executive Compensation

    Reduction in 2023 Executive Compensation Although the Company experienced excellent financial and relative TSR performance in 2022, in light of share price declines in early 2023, the Compensation Committee generally set 2023 target compensation at reduced levels for our NEOs relative to 2022 to achieve better alignment with anticipated financial results and near-term stockholder returns. More specifically, for 2023, the Compensation Committee: Held base salaries flat for the fifth consecutive year, other than an increase for Mr. Holcomb in connection with his promotion to Chief Operating Officer effective January 1, 2023; • Held target bonus levels for our annual cash bonus program flat as compared to 2022, while significantly increasing the performance required to achieve a target payout under the financial metrics; o As a result, aggregate actual bonuses paid to our NEOs under our annual cash bonus program decreased by 36% from 2022 to 2023; and • Reduced 2023 target long-term incentive (LTI) awards by approximately 12% (excluding a modest increase for Mr. Holcomb in connection with his promotion to Chief Operating Officer) as compared to 2022 target LTI award values in recognition of the decline in our stock price in the first few months of 2023 and to help mitigate shareholder dilution. In summary, excluding the impact of compensation changes approved in connection with Mr. Holcomb’s changed roles in 2023, the net effect of continuing to hold salaries flat, increasing performance targets under the 2023 annual cash bonus program, and reducing the target value of the 2023 LTI awards resulted in an average 18% decline in 2023 compensation levels for our NEOs (excluding Mr. Holcomb).

  16. Good Governance and Compensation Practices Aligned with Stockholders

    | What We Do | What We Don’t Do | |  Balanced mix of cash and equity compensation with emphasis on long-term incentives accounting for 60% or more of total target compensation  More than 50% of long-term incentives (by target value) are performance-based  Variable compensation based upon absolute performance and performance versus peers and a broader market index  Claw-back provisions that apply to all our executive officers, including SEC-compliant clawback policy covering executive officer incentive-based compensation  Share ownership requirements for our executive officers and directors  Anti-pledging policy for our executive officers and directors (subject to the continuation of a limited waiver for a legacy NexTier director, which is described below)  Anti-hedging policy for our executive officers and directors  Engage independent compensation consultant  Hold an annual Say-on-Pay vote and solicit more robust feedback from stockholders | ☒ No re-pricing of options ☒ No single trigger change-of-control severance arrangements ☒ No dividends or dividend equivalents paid unless and until underlying award vests ☒ No new agreements with tax gross-ups and none entered into in more than 15 years ☒ No material perquisites to NEOs ☒ No single trigger change-of-control equity-based grants for our executive officers |

  17. What Guides Our Program

    For 2023, target total direct compensation for our NEOs was most heavily weighted toward long-term incentives, with greater than 50% of long-term incentive compensation subject to performance-based vesting criteria, as shown below.

  18. Independent, Outside Compensation Consultant

    Independent, Outside Compensation Consultant Our Compensation Committee regularly utilizes outside compensation consultants to help assess and design our executive compensation program. These consultants are paid on either a basic, fixed-fee structure plus expenses or an hourly rate structure plus expenses. These outside consultants provide data and advice on historical compensation and stockholder returns, market trends and peer compensation practices. The Compensation Committee retained Frederick W. Cook & Co., Inc. ("FW Cook") as its consultant and advisor for executive compensation matters from 2018 to September 2023. Following the NexTier merger, the Compensation Committee engaged Compensation Advisory Partners (“CAP”) to advise on executive compensation matters. Our Compensation Committee regularly reviews the services provided by its outside consultants and has determined that the engagement of FW Cook did not, and the engagement of CAP does not, raise any conflicts of interest. The Compensation Committee receives a confirmation certification of independence from its consultants annually. In 2023, FW Cook provided the Compensation Committee with information on the compensation practices of our peer group and other oilfield service companies and on the reasonableness of our program as compared to the compensation practices of our peer group. In so doing, FW Cook provided the Compensation Committee with information on each element of total direct compensation for our executive officers as well as a comparison of each such element of compensation against our peers and the broader oilfield services and oil and gas exploration and production markets. FW Cook also provided the Compensation Committee with information on the cost and potential dilution to our stockholders of our equity-based incentives and compared our equity usage to that of our peer group. In late 2023, CAP provided the Compensation Committee with advice regarding the establishment of a new peer group to benchmark executive pay levels for purposes of setting 2024 executive compensation, as described below. In 2024, we anticipate that CAP will perform the same services that FW Cook performed during 2023.

  19. Role of Management and Feedback of Others

    Role of Management and Feedback of Others Compensation determinations, including annual bonus plan design and equity award grants, are approved through a process that solicits input from outside compensation consultants retained by the Compensation Committee, such as FW Cook. The Compensation Committee also seeks input from management through our CEO. In 2022 and 2023, management separately retained CAP to provide market information, which assisted management in designing and formulating its compensation recommendations, and provided management with advice and benchmarking on incentive compensation design. CAP ceased providing advice to management following its engagement by the Compensation Committee in September 2023. In addition to the recommendations of management and consultants, the Compensation Committee considers feedback from Patterson-UTI’s stockholders, guidelines of proxy advisory firms, reported trends in compensation, internal budgets, historical data for the Company and its peers, strategic planning updates and other information that it considers relevant. Our CEO provides the Compensation Committee with reviews of the performance of other executive officers and senior managers, including the other NEOs. Our CEO also engages in an annual dialogue with our Committee Chairman and the Chairman of the Board on our compensation program and seeks their input on and review of proposals for long-term incentive grants. This process results in a recommendation that is then considered by our Compensation Committee as a whole. The Compensation Committee meets in executive session without our CEO present, and our CEO is not involved in decisions relating to his compensation.

  20. 2023 Peer Group

    2023 Peer Group

  21. 2023 Peer Group

    | 2023 Peer Group | | | | Archrock, Inc. Bristow Group Inc. Cactus, Inc. ChampionX Corporation EQT Corporation Expro Group Holdings N.V. Helmerich & Payne, Inc. | Liberty Energy Inc. Nabors Industries Ltd. NexTier Oilfield Solutions NOV, Inc. Oceaneering International, Inc. PDC Energy, Inc. Precision Drilling Corporation | ProPetro Holding Corp. Range Resources Corporation TechnipFMC plc Transocean Ltd. Valaris Ltd. Weatherford International plc S&P 500 Index |

  22. 2023 Peer Group

    The Company’s 2023 peer group consisted of the 20 companies listed above within the oilfield services and oil and gas exploration and production industries, plus one market index. When developing this peer group, the Compensation Committee considered the Company’s positioning versus peers on key metrics (Revenue, EBITDA, Total Assets, Market Capitalization, and Total Enterprise Value), the robustness of the peer group, and the business characteristics of each peer. Due to industry consolidation, the Compensation Committee elected to retain three oil and gas exploration and production companies in the peer group to provide a more robust group for pay comparisons, while maintaining an emphasis on oilfield services companies. The Compensation Committee elected to retain one market index (the S&P 500) in the peer group, solely for purposes of the relative TSR performance measurement under our performance units. This market index was retained to include an index outside our sector, given our industry’s returns are compared with the returns of other industries and indices, and to provide a broader range of companies and performance results when considering the Company’s relative performance. This peer group was used by the Company and the Compensation Committee to benchmark executive pay levels and will be used to measure relative TSR performance for purposes of determining achievement under the Company’s 2023 performance units.

  23. 2024 Peer Group

    2024 Peer Group Following the NexTier merger, and in consideration of the Company’s larger size and increased complexity of operations, the Compensation Committee worked with CAP to establish the following 2024 peer group to benchmark executive pay levels for purposes of setting 2024 executive compensation.

  24. 2024 Peer Group

    | 2024 Compensation Peer Group | | | | Antero Resources Corporation APA Corporation ChampionX Corporation Diamondback Energy, Inc. Dover Corporation | Fluor Corporation Halliburton Company Helmerich & Payne, Inc. Ingersoll Rand Inc. KBR, Inc. | Liberty Energy Inc. Nabors Industries Ltd. NOV, Inc. TechnipFMC plc Weatherford International plc |

  25. Annual Incentive Compensation

    Annual Incentive Compensation In 2023, the Compensation Committee adopted an annual cash bonus program that uses multiple, pre-established objectives for determining bonus compensation. The bonus plan set a target opportunity for each executive’s annual cash bonus as a percent of salary, with payout contingent upon meeting Patterson-UTI’s financial goals and other key performance indicators (KPIs). The Compensation Committee considered the average range of performance and payouts, and the Compensation Committee believed – based on advice from its compensation consultant – that Patterson-UTI’s performance range was consistent with typical, general industry practice. The metrics for the 2023 annual cash bonus program (which are generally consistent with those used in our 2022 annual cash incentive plan), along with the definition of each metric and the corresponding rationale for including the metric, are provided in the table below.

  26. Annual Incentive Compensation

    | 2023 ANNUAL CASH INCENTIVE METRICS | | | | Metric (Weighting) | Description | Rationale | | Operating Cash Flow (50%) | Operating Cash Flow is defined as Adjusted EBITDA (as defined below) less cash capital expenditures (as adjusted for any Board-approved increase in capital expenditures after targets are set). Target Operating Cash Flow for 2023 was set at $528.0 million, which was a $195.7 million (or 59%) increase over actual Operating Cash Flow (for purposes of the annual cash bonus program) for 2022. | Our continued focus on cash flow generation during 2023 furthered our goal of having a business model that is self-sustaining, can weather the ebbs and flows of the commodity and business cycle, can endure extreme events, and allows for return of capital to stockholders. | | Adjusted EBITDA (25%) | Adjusted EBITDA is defined as net income plus net interest expense, income tax expense and depreciation, depletion, amortization and impairment expense (including impairment of goodwill), excluding, for the purposes of the annual cash bonus program, any non-operating expenses such as M&A and restructuring costs. Target Adjusted EBITDA for 2023 was set at $1,081.0 million, which was a $387 million (or 56%) increase over actual Adjusted EBITDA (for purposes of the annual cash bonus program) for 2022. | The Compensation Committee included Adjusted EBITDA as a metric for the 2023 program as this metric establishes a clear and consistent link to the Company’s financial performance. Additionally, Adjusted EBITDA is a significant consideration used by analysts in evaluating the Company and is therefore, we believe, a key driver of the Company’s stock price. | | Health, Safety and Environmental (10%) | Holistic evaluation of HSE factors, including without limitation, maintenance of safety incident rates below industry average, reduction of environmental incidents and improvement of operational audits and training. | The Compensation Committee views health, safety, and environmental factors as a component of the Company’s risk management and critical to the well-being of the Company’s employees, other personnel and the communities in which we work. | | Strategy (15%) | Taking demonstrable and meaningful actions to maximize shareholder value. This KPI represented actions that could position the Company for short-term and long-term success, such as positioning the Company to increase its return of capital to shareholders, improving the Company's balance sheet, strengthening customer relationships, improving the Company's pressure pumping business, pursuing strategic opportunities and taking actions in low-carbon emissions technology and ESG initiatives. | The Compensation Committee set a strategic action goal as it believed achievement of this goal would improve our competitive position, financial results and stockholder returns. |

  27. Annual Incentive Compensation

    As compared to the 2022 annual cash bonus program, the Compensation Committee significantly increased the performance required to achieve a target payout under the financial metrics in light of anticipated improved market conditions and to align with strategic goals to grow Operating Cash Flow and Adjusted EBITDA. The overall annual cash bonus plan for 2023 required achievement of a threshold level of 80% of target performance on both the Operating Cash Flow and Adjusted EBITDA metrics before any payouts with respect to such metrics could be earned. Once the relevant threshold was met, the annual cash bonus opportunity attributable to the Operating Cash Flow and Adjusted EBITDA metrics was calculated based on actual performance, with a 50% payout for threshold achievement, 100% payout for target achievement, and 200% maximum payout for maximum achievement. Linear interpolation would be used to calculate the payouts for performance between achievement levels. For the Health, Safety and Environmental KPI and the Strategy KPI, the target annual cash bonus opportunity would be based on the Compensation Committee’s holistic assessment of the achievement of the elements of each KPI and any payout above target would be dependent on material outperformance. The achievement levels and actual performance of the Health, Safety and Environmental KPI and the Strategy KPI were determined based on an evaluation of the factors described in footnotes 2 and 3 of the “2023 Annual Incentive Metrics and Percentage Payout Calculations” table below. As noted above, we completed the Ulterra acquisition on August 14, 2023 and the NexTier merger on September 1, 2023. Without any adjustment, the incremental operating cash flow and Adjusted EBITDA contributions from NexTier and Ulterra during 2023 would have been considered in determining the level of metric achievement under the 2023 annual cash bonus plan; however, because the annual targets for the Operating Cash Flow and Adjusted EBITDA metrics under the program were set prior to the NexTier merger and Ulterra acquisition, the Compensation Committee adjusted the metric achievement calculations to reduce the impact of incremental Operating Cash Flow and Adjusted EBITDA from the contribution of these acquired businesses. This adjustment resulted in a lower payout than would have been paid had the full contribution from these businesses been used to calculate achievement. The achievement levels under the annual cash bonus plan for our NEOs were calculated as follows:

  28. Annual Incentive Compensation

    | 2023 ANNUAL INCENTIVE METRICS AND PERCENTAGE PAYOUT CALCULATIONS ($ in millions) | | | | | | | | | Metrics | Threshold | Target | Maximum | Actual | Metric Achievement Percentage | Metric Weighting | Weighted Achievement Percentage | | Operating Cash Flow | $422.4 | $528.0 | $633.6 | $530.9(1) | 101% | 50% | 51% | | Adjusted EBITDA | $864.8 | $1,081.0 | $1,297.2 | $1,009.0(1) | 93% | 25% | 21% | | Health, Safety and Environmental | (2) | | | | 50% | 10% | 5% | | Strategy | (3) | | | | 200% | 15% | 30% | | Total | | | | | | 100% | 107% |

  29. Annual Incentive Compensation

    (1) As discussed above in “2023 Annual Cash Incentive Metrics,” the calculation of actual performance on the financial metrics excluded the impact of non-operating expenses, such as M&A and restructuring costs, and were adjusted for any Board-approved increase in capital expenditures after the targets were set. In addition, as noted above, the Compensation Committee adjusted the metric achievement calculations to reduce the impact of incremental Operating Cash Flow and Adjusted EBITDA from the contribution of the acquired NexTier and Ulterra businesses. (2) The Committee determined that the NEOs met 50% achievement for this metric based on: • the overall total recordable incident rate remaining below the land drilling industry average (with this factor being given the most weight); • the reduction in the motor vehicle incident rate and improved tracking, reporting and follow-up on incidents; • the reduction in high potential incidents and near misses; • maintaining regulatory compliance and the reduction in the number of incidents with an environmental impact; • the improvement in operational audit and follow-up process; and • the improvement in training, including the development of new training programs and training of additional people. Although the Committee felt there had been significant success in continuous safety improvement, it believed that achievement should be assessed at only the threshold level due to the occurrence of certain significant incidents during 2023. (3) The Committee determined that the NEOs met 200% achievement for this metric based on, among other things, (i) the completion of the NexTier merger and the Ulterra acquisition during 2023, and integration efforts and annualized cost-savings realized related thereto, (ii) continued implementation of the Board’s commitment to capital discipline, the efficient management of cash flow and the positioning of the Company to materially increase its return of capital to its shareholders, (iii) securing of an investment grade credit rating at the three major credit ratings agencies, successful completion of a $400 million senior notes offering, and improvements in the Company’s leverage ratio and interest coverage ratio and (iv) continued strengthening of customer relationships and service quality to maximize the profitability of existing operations. The Committee further considered the Company’s leadership in low-carbon emissions technology and actions supporting the Company’s ESG initiatives. The payout percentage was applied to each executive’s bonus target as follows to determine actual 2023 cash bonus payments:

  30. Annual Incentive Compensation

    | 2023 ANNUAL INCENTIVE CASH BONUS | | | | | NEO | Target Bonus | Bonus Payout (as a % of Target) | Actual Bonus | | William Andrew Hendricks, Jr. | $1,250,000 | 107% | $1,340,129 | | C. Andrew Smith | $562,500 | 107% | $603,058 | | Kenneth N. Berns | $562,500 | 107% | $603,058 | | James M. Holcomb | $500,000 | 107% | $536,051 | | Seth D. Wexler | $380,000 | 107% | $407,399 |

  31. Other Bonuses

    Other Bonuses As discussed in more detail in “Employment-Related Agreements and Other Matters” below, Mr. Holcomb also received a $250,000 retention payment in December 2023 pursuant to his letter agreement entered into in connection with the NexTier merger and his transition out of his role of Chief Operating Officer to Executive Vice President and Chief Business Officer. During 2023, the Company announced that it would target at least $200 million in annualized synergies from the NexTier merger. In early 2024, the Compensation Committee approved cash bonus opportunities for Messrs. Smith, Wexler and Berns based on the achievement of integration milestone targets in connection with the NexTier merger. These integration milestone targets were designed to enhance alignment with our stockholders by incentivizing the achievement of these synergy targets. If the Company achieves total integration synergies of $125 million, Mr. Smith will receive $180,000, Mr. Wexler will receive $180,000, and Mr. Berns will receive $150,000. If the Company achieves total integration synergies of $200 million, Mr. Smith will receive an additional $180,000, Mr. Wexler will receive an additional $180,000, and Mr. Berns will receive an additional $150,000. In March 2024, the Compensation Committee determined that the Company had so far achieved total integration synergies of over $125 million, resulting in payments to Messrs. Smith, Wexler and Berns as described above. In February 2024, the Compensation Committee also approved a promotion for Mr. Wexler to Executive Vice President, General Counsel and Secretary to reflect his level of experience and increased duties and responsibilities with the expanded company. In connection with this promotion, Mr. Wexler was paid a one-time cash bonus of $100,000.

  32. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We have historically delivered the majority of total NEO compensation in the form of equity-based awards and continued to do so in 2023. This emphasis on equity-based compensation enhances alignment between our executives and our stockholders. We plan to retain this emphasis going forward, and we believe that by tying a large portion of compensation to equity we ensure that our NEOs can only fully realize the potential value of their compensation if our stockholders also benefit. As described below, all of the long-term incentive awards granted in 2023 vest over a three-year period.

  33. Long-Term Incentive Compensation

    | 2023 Long- Term Incentive Award Type | 2023 Award Design | Alignment with Philosophy | | Restricted Stock Units (49% of LTI Mix) |  Time-vested units that are settled in shares of stock  1/3 of each award vests annually over a three-year period |  Value dependent upon stock price performance  Enhances retention of executive talent  Encourages long-term share ownership | | Performance Units (51% of LTI Mix) |  Performance-vested units that are settled in shares of stock  Number of units earned depends upon TSR performance relative to our peers over a full three-year period from April 1, 2023 through March 31, 2026  Relative TSR calculation for 2023 units includes the 20 peer companies listed above and one market index (S&P 500)  No shares are earned for performance below the 25th percentile  Target shares are not earned unless performance is at the 55th percentile  Maximum shares are not earned unless performance is at the 75th percentile or above  Capped payout at “target” amount if absolute TSR during the performance period is not positive |  Performance-contingent  Number of shares dependent upon performance relative to peers, relative to broader market index and absolute performance  Value of shares dependent upon stock price  Three-year performance period provides for a retention incentive |

  34. 2023 Long-Term Incentive Grants

    2023 Long-Term Incentive Grants The Compensation Committee approved the following long-term incentive target awards for our NEOs in 2023. In determining the 2023 LTI grants, the Compensation Committee considered Patterson-UTI’s 2022 financial results and comparative TSR performance over the one-, two- and three-year periods ended March 31, 2023. The target value of the grants was determined with the assistance of the Compensation Committee's compensation consultant. Although the Company experienced outstanding financial and relative TSR performance in 2022, in light of share price declines in early 2023, the Compensation Committee generally reduced the aggregate target value of long-term incentives for the Named Executive Officers between 2022 and 2023. Mr. Holcomb’s 2023 target value was increased in connection with his January 1, 2023 promotion to Chief Operating Officer.

  35. 2023 Long-Term Incentive Grants

    | Long-Term Incentive Grants | | | | | NEO | 2022 Target Value | 2023 Target Value | Percentage Change | | William Andrew Hendricks, Jr. | $6,000,000 | $5,250,000 | (13)% | | C. Andrew Smith | $2,100,000 | $1,838,000 | (12)% | | Kenneth N. Berns | $2,000,000 | $1,750,000 | (13)% | | James M. Holcomb | $1,200,000 | $1,500,000 | 25% | | Seth D. Wexler | $1,550,000 | $1,356,000 | (13)% |

  36. Payout in 2023 of 2020 Performance Unit and Phantom Unit Awards

    Payout in 2023 of 2020 Performance Unit and Phantom Unit Awards For the three-year performance period that ended on March 31, 2023, Patterson-UTI’s TSR was 371%. This performance was at the 76th percentile relative to our 2020 peer group. Based on this performance, the 2020 performance units paid out at 200% of the target level.

  37. Payout in 2023 of 2020 Performance Unit and Phantom Unit Awards

    | 2020 Performance Unit Awards | | | | | (Performance Period Ended in 2023) | | | | | | Units Granted | Payout Multiplier | Units Earned | | | # | | # | | William Andrew Hendricks, Jr. | 72,000 | 200% | 144,000 | | C. Andrew Smith | 109,600 | 200% | 219,200 | | Kenneth N. Berns | 138,600 | 200% | 277,200 | | James M. Holcomb | 77,400 | 200% | 154,800 | | Seth D. Wexler | 77,400 | 200% | 154,800 |

  38. Payout in 2023 of 2020 Performance Unit and Phantom Unit Awards

    In May 2020, the Compensation Committee approved a grant of long-term performance-based cash-settled phantom units to Mr. Hendricks. Pursuant to this phantom unit grant, Mr. Hendricks could earn from 0% to 200% of a target award of 298,500 phantom units based on our achievement of the same performance conditions over the same performance period that applied to the 2020 performance units. The phantom units settled in May 2023, with a cash payment of $7.4 million, which was determined by multiplying 597,000 earned phantom units by our average trading price per share over the twenty consecutive trading days preceding March 31, 2023. TSR calculations for Patterson-UTI and our peers were measured based on the change in the value of the relevant stock from the first trading day of the performance period to the last trading day of the performance period, in each case using the average closing price of the relevant stock for the 20-trading day period ending on such trading day, with dividends deemed reinvested.

  39. Employment, Change in Control and Severance Agreements

    Employment, Change in Control and Severance Agreements Employment Agreements. Patterson-UTI entered into an employment agreement with Mr. Hendricks in August 2016, with Messrs. Wexler and Holcomb in January 2017 and with Mr. Smith in September 2017. Mr. Holcomb's employment agreement was superseded by a new employment agreement entered into in January 2023 in connection with his promotion to Chief Operating Officer. Each employment agreement generally has an initial three-year term, and unless earlier terminated as provided therein, has a one year automatic annual extension each year. Each employment agreement provides for a specified base salary, subject to any increases that may be granted in the future. The employment agreement also provides for, among other things, severance payments following termination by Patterson-UTI of the executive other than for cause, or termination by the executive for good reason (as defined in the employment agreement). As discussed in more detail below, the employment agreements contain change in control provisions. Holcomb Letter Agreement. Mr. Holcomb has served as an employee of the Company for over 25 years, including serving as a key member of the Company’s executive team for over 10 years, and the Compensation Committee believes that Mr. Holcomb is instrumental to the Company’s future success. Prior to the closing of the NexTier merger, Mr. Holcomb served as the Company’s Chief Operating Officer, with responsibility for overseeing the Company’s completions business. Pursuant to the merger agreement with NexTier, responsibility for overseeing the Company’s completion business was removed from Mr. Holcomb upon the closing of the NexTier merger, which triggered Mr. Holcomb's right to terminate his employment agreement for "good reason" and receive the severance benefits thereunder. To encourage Mr. Holcomb to not exercise his right to terminate his employment for good reason at the time of the closing of the NexTier merger, Patterson-UTI entered into a letter agreement with Mr. Holcomb that provided for his transition out of his role as Chief Operating Officer and into the role of Executive Vice President and Chief Business Officer. This letter agreement further provides that, following the one-year anniversary of the closing of the NexTier merger, Mr. Holcomb will not have “good reason” to terminate his employment with Patterson-UTI due to the transition of his role in connection with the NexTier merger and any resulting changes in his authority, duties or responsibilities. The letter agreement also provides a $2 million cash retention bonus, payable in eight quarterly installments following the closing of the NexTier merger (with the first installment paid in December 2023 as discussed above), subject to Mr. Holcomb’s continued employment in good standing with Patterson-UTI on each applicable payment date. Any unpaid portions of Mr. Holcomb’s retention bonus will become payable if terminated by Patterson-UTI without cause or by Mr. Holcomb for good reason. Except as expressly modified by this letter agreement, the terms of Mr. Holcomb’s employment agreement remain in force and effect. Change in Control Agreements and Tax Gross-Up Payments. Patterson-UTI entered into a change-in-control agreement with Mr. Berns in 2004 and employment agreements with Messrs. Hendricks, Smith, Holcomb and Wexler in recent years that contain change-in-control provisions, as further described in “Employment-Related Agreements” below. Patterson-UTI believes that such agreements may under certain circumstances protect Patterson-UTI’s interest by discouraging the NEOs from leaving employment out of concern for the security of their jobs or from otherwise being unable to concentrate on their work. We believe that the change in control agreements may also help Patterson-UTI attract and retain new key employees by reducing the personal uncertainty and anxiety that arises from the possibility of a future business combination. Any future change in control or severance agreements will be approved subject to the circumstances existing at the time. As was customary when the change in control agreement with Mr. Berns was entered into more than fifteen years ago, the change-in-control agreement provides Mr. Berns with a full gross-up payment for any excise taxes imposed on payments and benefits received under the change-in-control agreement or otherwise, including other taxes that may be imposed as a result of the gross-up payment. As indicated above, the Compensation Committee subsequently adopted a policy, more than five years ago, to no longer approve tax gross-ups in connection with compensation arrangements, and the employment agreements entered into with Messrs. Hendricks, Smith, Holcomb and Wexler, which are described below, do not include a tax gross-up provision. Severance Agreement. In order to address prior severance agreements between UTI Energy Corp. and Mr. Berns, Patterson-UTI has entered into a written letter agreement with Mr. Berns pursuant to which Patterson-UTI has agreed to pay Mr. Berns within ten days of the termination of his employment with Patterson-UTI for any reason (including voluntary termination by him), an amount in cash equal to his annual base salary at the time of such termination. Any payment made by Patterson-UTI pursuant to this letter agreement will reduce dollar for dollar any payment owed to Mr. Berns, if any, pursuant to the change-in-control agreement referenced above. We believe the employment agreements, the Holcomb letter agreement, the change-in-control agreement and the severance agreement are important components of our overall executive compensation program. The employment agreements currently in effect, as well as the Holcomb letter agreement, set forth the manner by which the employment relationship may be extended or terminated, the compensation and benefits that we provide during the term of employment and the obligations each party has in the event of termination of the executive officer’s employment. We believe that severance protections, particularly in the context of a change-in-control transaction, play a critical role in attracting and retaining key executive officers. Providing this type of protection is common in the oilfield services industry. In addition, these benefits serve our interests by promoting a continuity of management and aligning management’s interests with those of our stockholders in the context of an actual or threatened change in control transaction. Please see “Employment-Related Agreements” elsewhere in the proxy statement for further description of the employment agreements, letter agreement, change-in-control agreement and severance agreement.

  40. Summary Compensation Table

    Summary Compensation Table

  41. Summary Compensation Table

    | Name and Principal Position(s) | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-equity Incentive plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | William Andrew Hendricks, Jr. | 2023 | 1,000,000 | — | 5,930,679(5) | 1,340,129 | 13,200 | 8,284,008 | | President & Chief | 2022 | 1,000,000 | — | 7,768,767 | 2,187,500 | 12,200 | 10,968,467 | | Executive Officer | 2021 | 1,000,000 | — | 5,442,905 | 1,562,500 | 11,600 | 8,017,005 | | C. Andrew Smith | 2023 | 450,000 | — | 2,076,670(6) | 603,058 | 13,200 | 3,142,928 | | Executive Vice President & | 2022 | 450,000 | — | 2,718,489 | 984,375 | 12,200 | 4,165,064 | | Chief Financial Officer | 2021 | 450,000 | — | 2,044,810 | 703,125 | 11,600 | 3,209,535 | | Kenneth N. Berns | 2023 | 450,000 | — | 1,976,893(7) | 603,058 | — | 3,029,951 | | Executive Vice President & | 2022 | 450,000 | — | 2,588,724 | 984,375 | — | 4,023,099 | | Chief Commercial Officer | 2021 | 450,000 | — | 2,036,286 | 703,125 | — | 3,189,411 | | James M. Holcomb | 2023 | 513,635(8) | 250,000 | 1,694,098(9) | 536,051 | 13,200 | 3,006,984 | | Chief Operating Officer | 2022 | 465,000 | 224,000 | 1,553,892 | 651,000 | 12,200 | 2,906,092 | | | 2021 | 465,000 | — | 1,135,972 | 465,000 | 11,600 | 2,077,572 | | Seth D. Wexler | 2023 | 475,000 | — | 1,531,624(10) | 407,399 | 13,200 | 2,427,223 | | Executive Vice President, General | 2022 | 475,000 | — | 2,007,723 | 665,000 | 12,200 | 3,159,923 | | Counsel & Secretary | 2021 | 475,000 | — | 1,349,000 | 475,000 | 11,600 | 2,310,600 |

  42. Summary Compensation Table

    (1) The bonus paid to Mr. Holcomb in 2023 was a retention payment in December 2023 pursuant to his letter agreement entered into in connection with the NexTier merger and his transition out of his role of Chief Operating Officer to Executive Vice President and Chief Business Officer, as described in “Employment-Related Agreements and Other Matters”. The bonus amount for 2022 represents the incremental increase to Mr. Holcomb's 2022 bonus approved in connection with his promotion to Chief Operating Officer on January 1, 2023. (2) Amounts include the fair value of awards at the date of grant as determined in accordance with FASB ASC Topic 718 with respect to restricted stock units and performance units awarded to the Named Executive Officers in the fiscal years ended December 31, 2023, 2022 and 2021. For additional information related to the assumptions used in the valuation of restricted stock units and performance units, see Note 12 to the consolidated financial statements in Patterson-UTI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The fair value of performance unit awards was determined based on a Monte-Carlo simulation model, which is consistent with the valuation used by Patterson-UTI for the recognition of compensation expense under FASB ASC Topic 718. The Monte-Carlo simulation model takes into account expected price movement of Patterson-UTI stock as compared to the applicable peer group and, for the 2022 and 2023 performance unit awards, the S&P 500 Index. For the 2021 performance unit awards the Monte-Carlo simulation model takes into account expected price movement of Patterson-UTI stock as compared to the peer group, the S&P 500 Index, the Russell 3000 Index and the MSCI World Index. The Monte-Carlo simulation model assigned a higher value to each 2023 performance unit award than the closing price of Patterson-UTI’s stock on the grant date. Therefore, the value reflected in the 2023 Summary Compensation Table does not reflect the target award values shown in the 2023 Long-Term Incentive Grants section of the "Compensation Discussion and Analysis" in this proxy statement. (3) Amounts represent annual cash bonuses earned for the fiscal years ended December 31, 2023, 2022 and 2021. (4) Amounts reflect contributions to the Company's 401(k) plan by Patterson-UTI. (5) The 2023 amount includes $2,571,975 related to an annual award of restricted stock units and $3,358,704 related to an award of performance units during 2023. Assuming maximum performance, the value of the performance unit award would be $5,354,820 (calculated using the closing price of Patterson-UTI’s stock on the grant date and assuming maximum payout of two times the target number of shares). (6) The 2023 amount includes $900,990 related to an annual award of restricted stock units and $1,175,680 related to an award of performance units during 2023. Assuming maximum performance, the value of the performance unit award would be $1,874,400 (calculated using the closing price of Patterson-UTI’s stock on the grant date and assuming maximum payout of two times the target number of shares). The 2023 amount includes $857,325 related to an annual award of restricted stock units and $1,119,568 related to an award of performance units during 2023. Assuming maximum performance, the value of the performance unit award would be $1,784,940 (calculated using the closing price of Patterson-UTI’s stock on the grant date and assuming maximum payout of two times the target number of shares). Due to the timing of payroll cycles, the aggregate amount paid to Mr. Holcomb in 2023 as base salary differs slightly from his annual base salary for 2023 described above in “Compensation Discussion and Analysis”. The 2023 amount includes $734,850 related to an annual award of restricted stock units and $959,248 related to an award of performance units during 2023. Assuming maximum performance, the value of the performance unit award would be $1,529,340 (calculated using the closing price of Patterson-UTI’s stock on the grant date and assuming maximum payout of two times the target number of shares). (10) The 2023 amount includes $664,560 related to an annual award of restricted stock units and $867,064 related to an award of performance units during 2023. Assuming maximum performance, the value of the performance unit award would be $1,382,370 (calculated using the closing price of Patterson-UTI’s stock on the grant date and assuming maximum payout of two times the target number of shares). The following table sets forth information concerning grants of plan-based awards during the fiscal year ended December 31, 2023 to the Named Executive Officers:

  43. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  44. Grants of Plan-Based Awards

    | | | Estimated Future Payouts under Non-equity Incentive Plan Awards (1) | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of | Grant Date Fair Value of Stock and | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock or Units | Option Awards | | Name | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($)(2) | | William Andrew Hendricks, Jr. | | 625,000 | 1,250,000 | 2,500,000 | — | — | — | — | $— | | | 5/5/23(3) | — | — | — | 125,700 | 251,400 | 502,800 | — | $3,358,704 | | | 5/5/23(4) | — | — | — | — | — | — | 241,500 | $2,571,975 | | C. Andrew Smith | | 281,250 | 562,500 | 1,125,000 | — | — | — | — | $— | | | 5/5/23(3) | — | — | | 44,000 | 88,000 | 176,000 | | $1,175,680 | | | 5/5/23(4) | — | — | — | — | — | — | 84,600 | $900,990 | | Kenneth N. Berns | | 281,250 | 562,500 | 1,125,000 | — | — | — | — | $— | | | 5/5/23(3) | — | — | — | 41,900 | 83,800 | 167,600 | — | $1,119,568 | | | 5/5/23(4) | — | — | — | — | — | — | 80,500 | $857,325 | | James M. Holcomb | | 250,000 | 500,000 | 1,000,000 | — | — | — | — | $— | | | 5/5/23(3) | — | — | — | 35,900 | 71,800 | 143,600 | — | $959,248 | | | 5/5/23(4) | — | — | — | — | — | — | 69,000 | $734,850 | | Seth D. Wexler | | 190,000 | 380,000 | 760,000 | — | — | — | — | $— | | | 5/5/23(3) | — | — | — | 32,450 | 64,900 | 129,800 | — | $867,064 | | | 5/5/23(4) | — | — | — | — | — | — | 62,400 | $664,560 |

  45. Grants of Plan-Based Awards

    (1) The 2023 non-equity incentive cash bonus plan for the fiscal year ended December 31, 2023 set a target opportunity for each executive’s annual cash bonus as a percent of salary, with payout contingent upon meeting Patterson-UTI’s financial goals and other KPIs as described above in “Compensation Discussion and Analysis - Annual Incentive Compensation”. (2) The grant date fair value of restricted stock units was based on the closing price of Patterson-UTI Common Stock on the date of grant, and the grant date fair value of performance unit awards was determined based on a Monte-Carlo simulation model, each of which is consistent with the valuation used by Patterson-UTI for the recognition of compensation expense under FASB ASC Topic 718. (3) On May 5, 2023, Patterson-UTI granted performance unit awards to the Named Executive Officers. These awards provide for the recipients to receive shares of Common Stock upon the achievement of certain performance goals established by Patterson-UTI during a specified period. The performance period is the period from April 1, 2023 through March 31, 2026. The performance goals are tied to Patterson-UTI’s total stockholder return for the performance period as compared to total stockholder return for our peer group determined by the Compensation Committee. The recipients will receive a target number of shares if Patterson-UTI’s total stockholder return when compared to the peer group, is at the 55th percentile and two times the target if at the 75th percentile or higher. If Patterson-UTI’s total stockholder return, when compared to the peer group, is at the 25th percentile, the recipients will only receive one-half of the target number of shares. The grant of shares when achievement is between the 25th and 55th percentile, or between the 55th and 75th percentile, will be determined using linear interpolation for levels of achievement between these points. If Patterson-UTI’s total stockholder return is negative or zero, the payout will not exceed the target number of shares. Restricted stock units were awarded to the Named Executive Officers pursuant to the 2021 Long-Term Incentive Plan. Ordinary dividends are accrued on unvested restricted stock units and paid upon vesting. The rate at which these dividends are paid or accrued is the same rate at which ordinary dividends are paid on all other shares of Common Stock. The restricted stock units vest over a three-year period as follows: one-third on May 5, 2024, one-third on May 5, 2025 and one-third on May 5, 2026. The following table sets forth information concerning outstanding equity awards at December 31, 2023 for the Named Executive Officers:

  46. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  47. Outstanding Equity Awards at Fiscal Year-End

    | | | | | Stock Awards | | | | | | Option Awards | | | Number | | Equity Incentive | Equity Incentive | | | Number of | | | of Shares | | Plan Awards: | Plan Awards: Market | | | Securities | | | or Units of | Market Value of | Number of | or Payout Value of | | | Underlying | Option | | Stock | Shares or Units | Unearned Shares, | Unearned Shares, | | | Unexercised | Exercise | Option | That Have | of Stock | Units or Other | Units or Other | | | Options (#) | Price | Expiration | Not | That Have | Rights that Have | Rights that Have | | Name | Exercisable | ($) | Date | Vested (#) | Not Vested ($)(1) | Not Vested(2) | Not Vested ($)(1) | | William Andrew Hendricks, Jr. | 117,750 | $33.10 | 4/21/2024 | 479,367(3) | $5,177,164 | 589,250(4) | $6,363,900 | | | 257,000 | $20.33 | 4/20/2025 | | | | | | | 315,400 | $18.54 | 4/25/2026 | | | | | | C. Andrew Smith | — | — | — | 171,001(3) | $1,846,811 | 215,550(4) | $2,327,940 | | Kenneth N. Berns | 78,500 | $33.10 | 4/21/2024 | 164,634(3) | $1,778,047 | 211,500(4) | $2,284,200 | | | 154,200 | $20.33 | 4/20/2025 | | | | | | | 189,100 | $18.54 | 4/25/2026 | | | | | | James M. Holcomb | — | — | — | 117,601(3) | $1,270,091 | 131,900(4) | $1,424,520 | | Seth D. Wexler | — | — | — | 122,534(3) | $1,323,367 | 148,500(4) | $1,603,800 |

  48. Outstanding Equity Awards at Fiscal Year-End

    (1) Based on the closing price of Patterson-UTI Common Stock on December 29, 2023 of $10.80 per share. (2) The 2021, 2022 and 2023 performance unit awards reflected in this column were granted on April 27, 2021, April 29, 2022, and May 5, 2023, respectively, and provide for an award of shares of Patterson-UTI common stock to the recipient based on Patterson-UTI’s total stockholder return compared to our peer group of companies at the time of grant for the performance period of April 1 of the grant year through March 31 of the third year following the grant year. All performance unit awards provide for a target payout based on a target level of total stockholder return compared to the peer group. The amounts presented in this column represent the target payout under the 2021 performance unit awards and the threshold payout under the 2022 and 2023 performance unit awards. These payout amounts for these awards are shown due to the relative TSR performance as of December 31, 2023. Based on Patterson-UTI’s total stockholder return during the performance period, the recipients could receive a number of shares ranging from no shares to two times the target number of shares granted. If Patterson-UTI’s total stockholder return is negative, then the number of shares received by the recipients will be capped at the target number of shares.

  49. Outstanding Equity Awards at Fiscal Year-End

    | (3) These restricted stock units vest as follows: | | | | | | | | | | 4/27/2024 | 4/29/2024 | 5/5/2024 | 4/29/2025 | 5/5/2025 | 5/5/2026 | Total | | William Andrew Hendricks, Jr. | 118,667 | 59,600 | 80,500 | 59,600 | 80,500 | 80,500 | 479,367 | | C. Andrew Smith | 44,667 | 20,867 | 28,200 | 20,867 | 28,200 | 28,200 | 171,001 | | Kenneth N. Berns | 44,400 | 19,867 | 26,833 | 19,867 | 26,833 | 26,834 | 164,634 | | James M. Holcomb | 24,734 | 11,933 | 23,000 | 11,934 | 23,000 | 23,000 | 117,601 | | Seth D. Wexler | 29,334 | 15,400 | 20,800 | 15,400 | 20,800 | 20,800 | 122,534 |

  50. Outstanding Equity Awards at Fiscal Year-End

    | (4) Includes performance unit awards as follows: | | | | | | | 2021 Performance | 2022 Performance | 2023 Performance | | | | Unit Awards | Unit Awards | Unit Awards | Total | | William Andrew Hendricks, Jr. | 370,500 | 93,050 | 125,700 | 589,250 | | C. Andrew Smith | 139,000 | 32,550 | 44,000 | 215,550 | | Kenneth N. Berns | 138,600 | 31,000 | 41,900 | 211,500 | | James M. Holcomb | 77,400 | 18,600 | 35,900 | 131,900 | | Seth D. Wexler | 92,000 | 24,050 | 32,450 | 148,500 |

  51. Outstanding Equity Awards at Fiscal Year-End

    The amounts presented in this table represent the target payout under the 2021 performance unit awards and the threshold payout under the 2022 and 2023 performance unit awards. These payout amounts for these awards are shown due to the relative TSR performance as of December 31, 2023 (as described in footnote 2 above). The following table sets forth information concerning options exercised and stock awards vested during the fiscal year ended December 31, 2023 for the Named Executive Officers.

  52. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  53. Option Exercises and Stock Vested

    | | Option awards | | Stock awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) (1) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | William Andrew Hendricks, Jr. | — | $— | 1,037,934 | $12,391,796 | | C. Andrew Smith | — | $— | 319,800 | $3,496,542 | | Kenneth N. Berns | — | $— | 385,866 | $4,212,109 | | James M. Holcomb | — | $— | 216,200 | $2,360,172 | | Seth D. Wexler | — | $— | 224,267 | $2,451,224 |

  54. Option Exercises and Stock Vested

    (1) Value realized on vesting is based on the closing price of Patterson-UTI common stock on the day the respective shares or phantom units vested; provided that if the stock market was closed on the day the respective awards vested, the value realized on vesting is based on the closing price of Patterson-UTI common stock on the last day the stock market was open immediately prior to the day the respective awards vested.

  55. No Pension Benefits or Nonqualified Deferred Compensation

    No Pension Benefits or Nonqualified Deferred Compensation Patterson-UTI does not provide any pension benefits for any of the Named Executive Officers. None of the Named Executive Officers had any items of nonqualified deferred compensation during 2023. As a result, tables with respect to pension benefits and nonqualified deferred compensation have not been provided.

  56. Potential Payments Upon a Termination or Change in Control

    Potential Payments Upon a Termination or Change in Control Amounts that each of the Named Executive Officers would be entitled to under the employee’s CIC Agreement or Employment Agreement and other award agreements if a change in control had occurred as of December 31, 2023 and the employee’s employment was terminated by Patterson-UTI other than for cause or terminated by the employee for good reason (as defined in the CIC Agreement or the Employment Agreement and applicable award agreements) are reflected in the following table:

  57. Potential Payments Upon a Termination or Change in Control

    | | Cash Payments | | Other Benefits | | | | | Name | Bonus Payment ($)(1) | Salary and Bonus ($)(2) | Stock Awards ($)(3) | Performance Unit Awards ($)(4) | Other Benefits ($)(5) | Total ($) | | William Andrew Hendricks, Jr. | $2,187,500 | $7,375,000 | $5,177,164 | $6,363,900 | $39,600 | $21,143,164 | | C. Andrew Smith | $984,375 | $2,765,625 | $1,846,811 | $2,327,940 | $33,000 | $7,957,751 | | Kenneth N. Berns | $1,397,022 | $2,212,500 | $1,778,047 | $2,284,200 | $— | $7,671,769 | | James M. Holcomb | $875,000 | $2,552,667 | $1,270,091 | $1,424,520 | $33,000 | $6,155,278 | | Seth D. Wexler | $665,000 | $2,327,500 | $1,323,367 | $1,603,800 | $33,000 | $5,952,667 |

  58. Potential Payments Upon a Termination or Change in Control

    (1) In the case of Messrs. Hendricks, Smith, Holcomb and Wexler, the assumed bonus is equal to the highest annual bonus paid in the three years prior to 2023. In the case of Mr. Berns, the assumed bonus payment is equal to the highest annual bonus paid from the time the CIC Agreement was entered into through December 31, 2023. (2) The assumed salary and bonus payment represents 3.0 times (in the case of Mr. Hendricks), 2.5 times (in the case of Messrs. Smith, Holcomb and Wexler) or 2.0 times (in the case of Mr. Berns) of the sum of the 2023 salary in effect for each employee and the average of the annual bonuses earned by each employee for 2022, 2021 and 2020. Bonus amounts earned in 2023 were not considered in this calculation as they were not determined until after December 31, 2023. (3) Each of the stock award agreements granted beginning in 2021 provide that unvested awards will vest upon the executive’s termination of employment without cause or termination by the executive for good reason following a change in control. Amounts presented in the table represent the value of unvested stock awards using the market price of Patterson-UTI common stock on December 29, 2023 of $10.80 per share. (4) Share settled performance unit agreements granted beginning in 2021 include a provision that, upon the executive’s termination of employment without cause or termination by the executive for good reason following a change in control, the Named Executive Officer will receive an award of shares equal to the target amount set forth in each agreement. Amounts presented in the table represent the assumed award of the target number of shares if a change in control had occurred on December 31, 2023, valued at the December 29, 2023 closing price of Patterson-UTI common stock of $10.80 per share. (5) Messrs. Hendricks, Smith, Holcomb and Wexler participated in Patterson-UTI’s health and welfare plans as of December 31, 2023. The amounts presented represent Patterson-UTI’s portion of the premiums for three years in the case of Mr. Hendricks and 30 months in the case of Messrs. Smith, Holcomb and Wexler. No tax gross-up payment would have been payable to Mr. Berns under the terms of his CIC Agreement. In the event of a termination of employment of Mr. Berns for any reason, including voluntary termination, Mr. Berns would be entitled to an amount in cash equal to his annual base salary at the time of such termination. Any such payment made by Patterson-UTI will reduce dollar for dollar any payment owed to Mr. Berns that is reflected in the table above. In the case of Messrs. Hendricks, Smith, Holcomb or Wexler, if the executive’s employment was terminated by Patterson-UTI other than for cause or terminated by the executive for good reason (as defined in the Employment Agreement) and not in connection with a change-in-control, then the executive would be entitled to the same potential payments and benefits as set forth in the table above. Additionally, upon a termination by Patterson-UTI other than for cause or a termination by the executive for good reason and not in connection with a change-in-control, the potential payments and benefits set forth in the table above with respect to the performance units and phantom units would not be paid at the time of such termination, as such awards would instead remain outstanding through the end of the applicable performance period, subject to achievement of the applicable performance measures. With respect to Messrs. Hendricks, Smith, Holcomb or Wexler, the foregoing severance benefits (other than the accrued obligations and benefit obligations) are conditioned on the executive’s execution of a release within 50 days of his termination that is not revoked during any applicable revocation period provided in such release. Their employment agreements also contain covenants and restrictions, including non-competition and non-solicitation provisions pursuant to which the executive will not be permitted to compete with Patterson-UTI in certain circumstances for a period of one year following termination of employment.

  59. Pay Ratio

    Pay Ratio Under rules adopted pursuant to the Dodd-Frank Act of 2010, we are required to calculate and disclose the total compensation paid to our median employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our CEO. The paragraphs that follow describe our methodology and the resulting CEO pay ratio for 2023. We identified the median employee using our employee population on December 31, 2023. At December 31, 2023, we had approximately 10,100 employees located in the United States and 550 employees located in other countries. In identifying the median employee, in accordance with SEC rules, we excluded approximately 4,900 employees that became our employees as a result of the NexTier Merger in September 2023 and approximately 700 employees that became our employees as a result of the Ulterra acquisition in August 2023, 261 of which were located in other countries. Additionally, as permitted under SEC rules, we relied on the de minimis exception to decrease the number of countries where we obtained data, which resulted in us excluding 228 legacy Patterson-UTI employees in Colombia. The compensation measure we used to identify the median employee was W-2 wages. We chose this compensation measure as it applied to all U.S. employees, allowing for accessibility and broad comparability. The total annual compensation for the year ended December 31, 2023 was calculated as $93,324 for our median employee and $8,284,008 for our CEO as reflected in the “Total” column of the Summary Compensation Table. The ratio of our CEO’s pay to that of our median employee for 2023 was approximately 89 times. The pay ratio provided is a reasonable estimate calculated in a manner consistent with SEC rules. Because the SEC rules for identifying the median of the annual total compensation of our employees and calculating the pay ratio based on that employee’s annual total compensation allows companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio for our Company, as other companies have headquarters and offices in different states and countries, have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

  60. Pay Versus Performance

    Pay Versus Performance

  61. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth specified executive compensation and financial performance measures for the Company’s four most recently completed fiscal years, and cumulative total shareholder return (TSR) information for the Company and a peer group for the 1-, 2-, 3- and 4-year periods commencing as of December 31, 2019, as required by Item 402(v) of Regulation S-K:

  62. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) (1) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (2) (3) | Total Shareholder Return | Peer Group Total Shareholder Return (4) | Net Income (Loss) ($ in thousands) | Operating Cash Flow ($ in millions) (5) (6) | | 2023 | $8,284,008 | $(9,501,753) | $2,901,772 | $(2,575,133) | 110 | 115 | $245,952 | $530.9 | | 2022 | $10,968,467 | $32,675,932 | $3,563,545 | $9,767,320 | 168 | 113 | $154,658 | $332.3 | | 2021 | $8,017,005 | $14,736,737 | $2,696,782 | $4,588,122 | 83 | 70 | $(654,545) | $49.0 | | 2020 | $3,722,515 | $1,228,134 | $1,089,349 | $710,831 | 51 | 58 | $(803,692) | $86.5 |

  63. Pay Versus Performance Table

    (1) The dollar amounts reported in this column represent the amount of “compensation actually paid” to our Principal Executive Officer ("PEO"), as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received. In accordance with these rules, these amounts reflect Total compensation as set forth in the Summary Compensation Table for each year, with adjustments made to 2023 Total compensation as shown below. Adjustments for prior fiscal years are reflected in the Pay Versus Performance Section of our 2023 proxy statement. The fair value of performance unit and phantom unit awards was determined based on a Monte-Carlo simulation model that takes into account expected price movement of Patterson-UTI stock as compared to peer companies and relevant market indices, as of the relevant measurement dates. Assumptions used in the Monte-Carlo simulation model include assumptions regarding volatility, the risk-free interest rate, dividend yield, and stock beta. Due to differences in measurement dates, the assumptions used in these valuations could differ materially from the assumptions used to determine the fair value as of the grant date of such awards.

  64. Pay Versus Performance Table

    | Compensation Actually Paid to PEO | 2023 | | Summary Compensation Table Total | $8,284,008 | | Less, value of Stock Awards reported in Summary Compensation Table | $5,930,679 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $5,200,272 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $(12,534,094) | | Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year | $(4,521,260) | | Total | $(9,501,753) |

  65. Pay Versus Performance Table

    (2) The non-PEO Named Executive Officers for each of the covered fiscal years are Messrs. Smith, Berns, Holcomb and Wexler. The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the other Named Executive Officers, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by the Named Executive Officers. In accordance with these rules, these amounts reflect average Total compensation as set forth in the Summary Compensation Table for each year, with adjustments made to average 2023 Total compensation as shown below. Adjustments for prior fiscal years are reflected in the Pay Versus Performance Section of our 2023 proxy statement. The fair value of performance unit awards was determined based on a Monte-Carlo simulation model that takes into account expected price movement of Patterson-UTI stock as compared to peer companies and relevant market indices, as of the relevant measurement dates. Assumptions used in the Monte-Carlo simulation model include assumptions regarding volatility, the risk-free interest rate, dividend yield, and stock beta. Due to differences in measurement dates, the assumptions used in these valuations could differ materially from the assumptions used to determine the fair value as of the grant date of such awards.

  66. Pay Versus Performance Table

    | Average Compensation Actually Paid to Other Named Executive Officers | 2023 | | Average Summary Compensation Table Total | $2,901,772 | | Less, average value of Stock Awards reported in Summary Compensation Table | $1,819,821 | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | $1,595,760 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | $(3,712,842) | | Plus (less), average year over year change in fair value of equity awards granted in prior years that vested in the year | $(1,540,002) | | Total | $(2,575,133) |

  67. Pay Versus Performance Table

    The peer group used for the calculation of Peer Group Total Shareholder Return is the Oilfield Service Index(OSX). (5) The Company-Selected Measure is Operating Cash Flow, which is not defined by U.S. GAAP. Operating cash flow is defined herein as Adjusted EBITDA less cash capital expenditures (as adjusted for any Board-approved increase in capital expenditures after incentive plan performance targets were set) and, for 2023, as further adjusted to reduce the impact of incremental Operating Cash Flow and Adjusted EBITDA realized from the contribution of the acquired NexTier and Ulterra businesses. Adjusted EBITDA is defined herein as net income (loss) plus net interest expense, income tax expense (benefit) and depreciation, depletion, amortization and impairment expense (including impairment of goodwill), excluding any M&A related or restructuring charges (and, for 2020, excluding the impact of a $9.2 million charge to reduce the carrying value of a deposit for future sand purchases). (6) While SEC guidance under Item 402(v) of Regulation S-K does not permit the use of multi-year relative Total Shareholder Return as a permissible Company-Selected Measure for the table above, the Company views 3-year relative Total Shareholder Return as the most important measure used to link executive “compensation actually paid” to Company performance.

  68. Other Financial and Non-Financial Measures Used

    | Most Important Measures Used to Link Executive Compensation Actually Paid to Company Performance | | Absolute Total Stockholder Return | | Relative Total Stockholder Return | | Operating Cash Flow | | Adjusted EBITDA | | Health, Safety and Environmental Performance |

  69. Relationship Between Compensation Actually Paid and TSR, Net Income and Company-Selected Measure

    Relationship Between Compensation Actually Paid and TSR, Net Income and Company-Selected Measure The following chart(s) show a graphical relationship between Compensation Actually Paid (PEO and Average Other NEOs) to the Company’s TSR, Net Income, and Operating Cash Flow, as well as between the Company TSR and Peer Group TSR for the four-year period ended December 31, 2023:

  70. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth information concerning compensation for the fiscal year ended December 31, 2023 with respect to the directors of Patterson-UTI who are not executive officers:

  71. DIRECTOR COMPENSATION

    | Name | Fees earned or paid in cash ($) | Stock awards ($)(1) | Option awards ($)(2) | All other compensation ($) | Total ($) | | Leslie A. Beyer (3) | $28,333 | $— | $— | $— | $28,333 | | Tiffany (TJ) Thom Cepak | $105,000 | $174,984 | $— | $— | $279,984 | | Michael W. Conlon (3) | $67,500 | $174,984 | $— | $— | $242,484 | | Robert W. Drummond (3) | $26,667 | $— | $— | $2,293,998(4) | $2,320,665 | | Gary M. Halverson (3) | $33,333 | $— | $— | $— | $33,333 | | Curtis W. Huff | $143,333 | $224,999 | $— | $— | $368,332 | | Terry H. Hunt (3) | $71,250 | $174,984 | $— | $— | $246,234 | | Cesar Jaime | $84,568 | $174,984 | $— | $— | $259,552 | | Janeen S. Judah | $93,333 | $174,984 | $— | $— | $268,317 | | Amy H. Nelson (3) | $31,667 | $— | $— | $— | $— | | Julie Robertson | $91,667 | $174,984 | $— | $— | $266,651 | | James C. Stewart (3) | $31,667 | $— | $— | $— | $31,667 |

  72. DIRECTOR COMPENSATION

    (1) Amounts set forth represent the fair value at the date of grant as determined in accordance with FASB ASC Topic 718 with respect to restricted stock units awarded to the directors in the fiscal year ended December 31, 2023. For additional information related to the assumptions used and valuation of restricted stock units, see Note 12 to the consolidated financial statements in Patterson-UTI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Mses. Cepak, Judah and Robertson and Messrs. Conlon, Hunt and Jaime received an award of 10,391 restricted stock units, and Mr. Huff received an award of 13,361 restricted stock units, on January 1, 2023 with a grant date value of $16.84 per restricted stock unit. The restricted stock units awarded on January 1, 2023 fully vested on September 1, 2023 upon consummation of the NexTier merger. (2) No options were issued to directors during the fiscal year ended December 31, 2023. As of December 31, 2023, Messrs. Conlon, Huff, Hunt and Stewart and Ms. Cepak held the following options to purchase shares of Common Stock:

  73. DIRECTOR COMPENSATION

    | | Number of Securities Underlying Unexercised Options (#) | | | | Name | Exercisable | Unexercisable | Total | | Tiffany (TJ) Thom Cepak | 30,000 | — | 30,000 | | Michael W. Conlon | 20,000 | — | 20,000 | | Curtis W. Huff | 20,000 | — | 20,000 | | Terry H. Hunt | 20,000 | — | 20,000 | | James C. Stewart | 157,776 | — | 157,776 |

  74. DIRECTOR COMPENSATION

    (3) In connection with the NexTier merger, Messrs. Conlon and Hunt resigned from our Board on September 1, 2023, and Messrs. Drummond, Halverson and Stewart and Mses. Beyer and Nelson were each appointed to our Board effective as of such date. (4) Amounts reflect severance paid to Mr. Drummond in 2023. Prior to the NexTier merger, NexTier and Mr. Drummond were party to an employment agreement pursuant to which Mr. Drummond became eligible to receive severance benefits upon his qualifying termination of employment, which occurred immediately following the closing of the NexTier merger. Accordingly, Mr. Drummond entered into a Separation Agreement and General Release of Claims with NexTier, effective as of September 1, 2023, under which he received (or receives) the following: (i) a cash amount equal to three times the sum of his annual base salary plus annual target bonus, payable over 36 months (of which $825,500 was paid in 2023); (ii) a one-time cash amount of $1,464,266, equal to the sum of his target annual bonus for the year of termination, the cost of 36 months’ continuation of coverage of group health coverage, and 50% of the value of Mr. Drummond’s paid time off days for the 2023 calendar year; (iii) full vesting of all outstanding equity awards in accordance with the awards’ governing terms (at a total value of $7,428,294 for his cash-settled performance units and $44,433,713 for all other awards based on the closing price per share on the date of settlement, which is not included above); and (iv) continued payment of certain financial planning service fees. Directors who are also employees of Patterson-UTI do not receive compensation for serving as a director or as a member of a committee of the Board of Directors. All directors are reimbursed for reasonable out-of-pocket expenses incurred in connection with serving as a member of the Board of Directors. In December 2023, the Board of Directors approved certain changes to compensation for non-employee directors. These changes followed a director compensation peer benchmarking process, and were implemented to better align director compensation with similar peers in light of the Company’s growth during 2023. As a result of these changes, the current compensation for non-employee directors is as follows: Each non-employee director receives an annual base cash retainer of $100,000 and an award of restricted stock units on January 1 of each year with a grant date value of $175,000. The non-Executive Chairman receives an additional annual cash retainer of $70,000 and an award of additional restricted stock units with a grant date value of $70,000. At times while the Board has an Executive Chairman, the Lead Director receives an additional annual cash retainer of $20,000. Each non-employee director receives additional annual cash retainers for the committees on which he or she serves as follows:

  75. DIRECTOR COMPENSATION

    | | Chair | Member | | Compensation Committee | $20,000 | $10,000 | | Nominating and Corporate Governance Committee | $15,000 | $7,500 | | Audit Committee | $25,000 | $10,000 | | Sustainability Committee | $15,000 | $7,500 |