XML 29 R2.htm IDEA: XBRL DOCUMENT v3.23.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]

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

 

 

 

 

 

 

 

 

 

 

 

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)

 

 

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

 
(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, adjusted as shown below. 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.

 

Compensation Actually Paid to PEO

2022

 

2021

 

2020

 

Summary Compensation Table Total

$

10,968,467

 

$

8,017,005

 

$

3,722,515

 

Less, value of Stock Awards reported in Summary Compensation Table

$

7,768,767

 

$

5,442,905

 

$

2,086,115

 

Plus, year-end fair value of outstanding and unvested equity awards granted in the year

$

7,580,440

 

$

7,738,615

 

$

4,539,290

 

Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years

$

16,066,304

 

$

3,636,008

 

$

(2,754,787

)

Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year

$

5,829,488

 

$

788,014

 

$

(2,192,769

)

Total

$

32,675,932

 

$

14,736,737

 

$

1,228,134

 

 

(2)
The non-PEO Named Executive Officers for each of the covered fiscal years are Messrs. Smith, Berns, Holcomb and Wexler.

 

(3)
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, adjusted as shown below. 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.

 

Average Compensation Actually Paid to Other Named Executive Officers

2022

 

2021

 

2020

 

Average Summary Compensation Table Total

$

3,563,545

 

$

2,696,782

 

$

1,089,349

 

Less, average value of Stock Awards reported in Summary Compensation Table

$

2,217,207

 

$

1,641,520

 

$

367,374

 

Plus, average year-end fair value of outstanding and unvested equity awards granted in the year

$

2,163,490

 

$

2,333,891

 

$

1,233,799

 

Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years

$

4,604,211

 

$

1,002,038

 

$

(769,185

)

Plus (less), average year over year change in fair value of equity awards granted in prior years that vested in the year

$

1,653,281

 

$

196,931

 

$

(475,758

)

Total

$

9,767,320

 

$

4,588,122

 

$

710,831

 

 

(4)
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 targets were set). 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.
   
Company Selected Measure Name Operating Cash Flow    
Named Executive Officers, Footnote [Text Block]
(2)
The non-PEO Named Executive Officers for each of the covered fiscal years are Messrs. Smith, Berns, Holcomb and Wexler.
   
Peer Group Issuers, Footnote [Text Block]
(4)
The peer group used for the calculation of Peer Group Total Shareholder Return is the Oilfield Service Index(OSX).
    
PEO Total Compensation Amount $ 10,968,467 $ 8,017,005 $ 3,722,515
PEO Actually Paid Compensation Amount $ 32,675,932 14,736,737 1,228,134
Adjustment To PEO Compensation, Footnote [Text Block]

Compensation Actually Paid to PEO

2022

 

2021

 

2020

 

Summary Compensation Table Total

$

10,968,467

 

$

8,017,005

 

$

3,722,515

 

Less, value of Stock Awards reported in Summary Compensation Table

$

7,768,767

 

$

5,442,905

 

$

2,086,115

 

Plus, year-end fair value of outstanding and unvested equity awards granted in the year

$

7,580,440

 

$

7,738,615

 

$

4,539,290

 

Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years

$

16,066,304

 

$

3,636,008

 

$

(2,754,787

)

Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year

$

5,829,488

 

$

788,014

 

$

(2,192,769

)

Total

$

32,675,932

 

$

14,736,737

 

$

1,228,134

 
   
Non-PEO NEO Average Total Compensation Amount $ 3,563,545 2,696,782 1,089,349
Non-PEO NEO Average Compensation Actually Paid Amount $ 9,767,320 4,588,122 710,831
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

Average Compensation Actually Paid to Other Named Executive Officers

2022

 

2021

 

2020

 

Average Summary Compensation Table Total

$

3,563,545

 

$

2,696,782

 

$

1,089,349

 

Less, average value of Stock Awards reported in Summary Compensation Table

$

2,217,207

 

$

1,641,520

 

$

367,374

 

Plus, average year-end fair value of outstanding and unvested equity awards granted in the year

$

2,163,490

 

$

2,333,891

 

$

1,233,799

 

Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years

$

4,604,211

 

$

1,002,038

 

$

(769,185

)

Plus (less), average year over year change in fair value of equity awards granted in prior years that vested in the year

$

1,653,281

 

$

196,931

 

$

(475,758

)

Total

$

9,767,320

 

$

4,588,122

 

$

710,831

 
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Pay Versus TSR 2020-2022

img150987971_17.jpg 

    
Compensation Actually Paid vs. Net Income [Text Block]

Pay Versus Net Income 2020-2022

img150987971_18.jpg 

    
Compensation Actually Paid vs. Company Selected Measure [Text Block]

Pay Versus Operating Cash Flow 2020-2022

img150987971_19.jpg 

 

 

 

    
Tabular List [Table Text Block]

Other Financial and Non-Financial Measures Used

The Company considers the following financial and non-financial measures to be the most important measures used to link executive compensation actually paid to company performance:

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

Please see “Compensation Discussion and Analysis” elsewhere in this proxy statement for additional information regarding these measures.

    
Total Shareholder Return Amount $ 168 83 51
Peer Group Total Shareholder Return Amount 113 70 58
Net Income (Loss) $ 154,658,000 $ (654,545,000) $ (803,692,000)
Company Selected Measure Amount 332,300,000 49,000,000.0 86,500,000
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Absolute Total Stockholder Return    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Relative Total Stockholder Return    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Operating Cash Flow    
Non-GAAP Measure Description [Text Block]
(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 targets were set). 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).
   
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted EBITDA    
Measure [Axis]: 5      
Pay vs Performance Disclosure [Table]      
Measure Name Health, Safety and Environmental Performance    
PEO [Member] | Value of Stock Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 7,768,767 $ 5,442,905 $ 2,086,115
PEO [Member] | Fair value Of Outstanding And Unvested Equity Awards Granted In The Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 7,580,440 7,738,615 4,539,290
PEO [Member] | Year Over Year Change In Fair Value Of Outstanding And Unvested Equity Awards Granted In Prior Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 16,066,304 3,636,008 (2,754,787)
PEO [Member] | Year Over Year Change In Fair Value Of Equity Awards Granted In Prior Years That Vested In The Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 5,829,488 788,014 (2,192,769)
Non-PEO NEO [Member] | Value of Stock Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 2,217,207 1,641,520 367,374
Non-PEO NEO [Member] | Fair value Of Outstanding And Unvested Equity Awards Granted In The Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 2,163,490 2,333,891 1,233,799
Non-PEO NEO [Member] | Year Over Year Change In Fair Value Of Outstanding And Unvested Equity Awards Granted In Prior Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 4,604,211 1,002,038 (769,185)
Non-PEO NEO [Member] | Year Over Year Change In Fair Value Of Equity Awards Granted In Prior Years That Vested In The Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 1,653,281 $ 196,931 $ (475,758)