NexTier Oilfield Solutions Inc
NexTier Oilfield Solutions — Shareholder Meeting (June 2023)
23 slides from NexTier Oilfield Solutions's shareholder meeting presentation, Jun 1, 2023
Slide 1: 2023 Annual Meeting of Shareholders
2023 Annual Meeting of Shareholders June 2023 NYSE: NEX 1 1 voodoo
Slide 2: Meeting Information
The Proxy Statement, Notice of 2023 Annual Meeting of Shareholders and 2022 Annual Report are available at https://investors.nextierofs.com/ M E E T I N G I N F O R M AT I O N Meeting Type: Annual Meeting Date: June 13, 2023 Time: 9:30am (CDT) Location: NexTier Company Headquarters 3990 Rogerdale Rd
Slide 3: Proxy Voting Roadmap
Proxy Voting Roadmap Voting Matter Board Vote Recommendation FOR Item 1 Election of eleven directors each nominee Ratification of selection of KPMG LLP as our independent registered Item 2 FOR public accounting firm for 2023 Item 3 Approval of advisory resolution on 2022 executive compensation FOR A
Slide 4: Executive Summary: Upcoming Proxy Vote Considerations
Executive Summary Upcoming Proxy Vote Considerations Industry-Leading Returns: NexTier delivered industry-leading financial results in 2022 and is committed to returning capital to shareholders. The Board is requesting Performance Driven Compensation: Our performance-driven executive your vote FOR e
Slide 5: NexTier delivered industry-leading financial results in 2022
1. NexTier delivered industry-leading financial results in 2022 and is committed to returning capital to shareholders.
Slide 6: NexTier Delivered Strong Financial Results in 2022
NexTier Delivered Strong Financial Results in 2022 2022 vs. 2021-Strong rebound from COVID pandemic market downturn 1 1 Revenue Adj. EBITDA Diluted EPS FCF $3.24B $657M $1.26 $295M Up 5.8x Negative Negative +128% in 2021 in 2021 1 Source: Adjusted EBITDA and FCF (or Free Cash Flow) are non-GAAP fina
Slide 7: 2022 Shareholder Returns Outpaced Sector
2022 Shareholder Returns Outpaced Sector 1 2022 Total Shareholder Returns NexTier vs. OFS Peers NexTier significantly outperformed 180.0% the OFS market in delivering total 160% 160.0% shareholder returns in 2022. ▪ Delivered 160% total shareholder 140.0% return 120.0% th ▪ 15 best performing stock
Slide 8: Substantial Portion of 2023 Free Cash Flow Allocated to Shareholder Returns
Substantial Portion of 2023 Free Cash Flow Allocated to Shareholder Returns BALANCE SHAREHOLDER RETURNS 2023 ESTIMATED FREE CASH FLOW: $500M AND INORGANIC GROWTH ~$500M FCF PATH TO NET DEBT ZERO IN 2023 Non-CapEx Allocation ▪ Net Debt of $139 million as of 3/31/2023 Share Repurchase ▪ No term loan m
Slide 9: Capital Allocation Framework
Capital Allocation Framework includes significant allocation to Repeatable Shareholder Return Program MAXIMIZE SHAREHOLDER VALUE AND FINANCIAL RETURNS Repeatable Shareholder Non-CapEx Allocation Return Program Option to participate in strategic M&A Allocation and/or increase shareholder return Targe
Slide 10: Performance-driven executive compensation program
2. Our performance-driven executive compensation program is built on best practices and aligns management to work towards goals that drive return on stockholder investment.
Slide 11: Amended Equity Plan Proposal
Amended Equity Plan Proposal In the 2023 Annual Stockholders Meeting, NEX has submitted a proposal to: ▪ Share Increase: Increase shares available under the plan by an additional 10 million shares. ▪ Memorialize Current Governance Practices: ▪ Include express language providing for a minimum 1-year
Slide 12: Executive Compensation Program Built on Best Practices
Our Executive Compensation Program is built on best practices consistently supported by Shareholders Advisory votes on Executive Compensation have The Key Merits of NexTier’s Executive Compensation consistently received support from >90% of shareholders Program Consistently Supported by Shareholders
Slide 13: NexTier stock dilution has decreased
NexTier stock dilution has decreased, moving toward a normalized level since 2021 History of NexTier Stock Dilution Burn Rate percentage provided by ISS = Average Share Price at Time of Grant 10% $10 9% Higher Burn Rate during Pandemic Era: $9 $8.48 ▪ Depressed NEX stock price in 2020 and 2021 durin
Slide 14: Thoughtful board refreshment
3. We are committed to thoughtful board refreshment that includes a mix of diverse directors who complement each other, and we believe that this diversity will help us to achieve our long-term goals.
Slide 15: Approve Election of Directors
Approve Election of Directors In the 2023 Annual Stockholders Meeting, NEX has submitted a proposal for: ▪ Election of Directors: To elect each of the eleven individuals named in the Proxy Statement until the 2024 Annual Meeting of Stockholders The Board is Requesting Your Vote FOR this Proposal 15
Slide 16: Board consistently evolving with diverse Directors
Our Board has been consistently evolving to include well- qualified, independent, and diverse Directors 2023 2019 2020 2021 2022 Reduction in Board Size Updated Corporate Appointed Ethnically Appointed Gender Additional Reduction in as C&J/Keane merger Governance Guidelines Diverse Director with Div
Slide 17: Board optimizing size and composition
Our Board has been continuously optimizing its size and composition to achieve high performance Leslie Beyer 47 Chief Executive Officer of Energy NexTier's board can nominate 9 of 11 Workforce & Technology Council Independent Age total board nominees Stuart Brightman 66 Retired CEO and President of
Slide 18: NexTier recommends you vote FOR each proposal
NexTier recommends you vote FOR each proposal including the amended equity plan and election of all 11 directors… …So we can continue working our plan to generate industry-leading shareholder returns.
Slide 19: Forward Looking Statements & Disclosures
Forward Looking Statements & Disclosures All statements other than statements of historical facts contained in this presentation and any oral statements made in connection with this presentation, including guidance for 2023 and beyond, outlook information (including with respect to the industry in w
Slide 20: Non-GAAP Financial Measures
Non-GAAP Financial Measures We have included in this presentation and in oral comments made in connection with this presentation certain non-GAAP financial measures. These measurements provide supplemental information which management believes are useful to analysts and investors to evaluate our ong
Slide 21: Appendix
Appendix 21
Slide 22: Reconciliation of Non-GAAP Measurements: Adjusted EBITDA
Reconciliation and Calculation of Non-GAAP Financial Measurements Adjusted EBITDA ($ thousands) Three Months Ended Mar. 31, 2021 Jun. 30, 2021 Sept. 30, 2021 Dec. 31, 2021 Mar. 31, 2022 Jun. 30, 2022 Sept. 30, 2022 Dec. 31, 2022 Net Income (Loss) $ (54,502) $ (31,781) $ (43,994) $ 10,854 $ 8,792 $ 6
Slide 23: Reconciliation of Non-GAAP Measurements: Free Cash Flow
Reconciliation and Calculation of Non-GAAP Financial Measurements Free Cash Flow ($ thousands) Twelve Months Ended Dec. 31, 2021 Dec.31, 2022 Net cash used in operating activities 454,390 $ (50,787) $ (1) Net cash used in investing activities : Capital expenditures (225,118) (188,478) Proceeds from
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