UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Section 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of April 2025
Commission File Number: 001-14534
Precision Drilling Corporation
(Exact name of registrant as specified in its charter)
800, 525 – 8th Avenue S.W.
Calgary, Alberta
Canada T2P 1G1
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F Form 40-F X
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).
Exhibit |
DESCRIPTION |
|
|
99.1 |
|
|
|
99.2 |
|
|
|
99.3 |
|
|
|
99.4 |
|
|
|
99.5 |
|
|
|
99.6 |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: April 2, 2025 |
|
|
|
PRECISION DRILLING CORPORATION |
||
|
|
|
|
|
||
|
|
|
|
By: |
|
/s/ Carey T. Ford |
|
|
|
|
Name: |
|
Carey T. Ford |
|
|
|
|
Title: |
|
Chief Financial Officer |
Exhibit 99.1
NOTICE OF OUR 2025 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS |
|
|
|
WHAT: 2025 Annual and Special Meeting of Shareholders (the Meeting) of Precision Drilling Corporation WHEN: Thursday, May 15, 2025, at 10:00 a.m. Mountain Daylight Time (MDT) WHERE: Virtual-only Meeting via live audio webcast online at https://meetnow.global/MWTY5VA |
This year, we will be holding the Meeting in a virtual-only format via live audio webcast where registered shareholders and duly appointed proxyholders can participate, vote, or submit questions during the Meeting.
Business Items |
Recommendation of the Board |
||
|
1 |
Receive the Audited Consolidated Financial Statements and Report of the Auditors for the Year Ended December 31, 2024 |
|
|
2 |
Appoint the Auditors and Authorize the Directors to Set the Auditors’ Fee |
FOR |
|
3 |
Elect the Directors |
FOR |
|
4 |
Participate in Our ‘say on pay’ Advisory Vote |
FOR |
|
5 |
Reconfirmation and Continuation of Our Shareholder Rights Plan |
FOR |
|
6 |
Other Business |
|
Your Vote is Important
The 2025 Annual and Special Meeting of Shareholders is your opportunity to voice your opinion on important matters concerning the Company. Shareholders are encouraged to exercise their right to vote.
The Management Information Circular includes important information about what the Meeting will cover, how to vote, our governance practices, and executive compensation at Precision Drilling Corporation. For more information on how to vote your shares and procedures for attending and participating at the virtual Meeting, see "General Information About the Annual and Special Meeting" on page 67 of the enclosed Management Information Circular.
By order of the Board of Directors,
/s/ Veronica H. Foley
Veronica H. Foley
Chief Legal and Compliance Officer
i
A MESSAGE FROM OUR CHAIR & CEO |
|
|
|
Dear Fellow Shareholders,
We are pleased to invite you to attend the 2025 Annual and Special Meeting of Shareholders of Precision Drilling Corporation, to be held virtually via a live webcast on May 15, 2025, at 10:00 a.m. MDT. At the Meeting, you will have the opportunity to ask questions and vote on several important matters. Inside this Circular, you will find information and instructions about how to vote your shares and participate at our virtual Meeting.
We are proud of our accomplishments in 2024, a highly successful year for Precision, our employees, and our shareholders. We executed our High Performance, High Value strategy utilizing our Super Series rigs, AlphaTM technologies, and EverGreenTM suite of environmental solutions to deliver differentiated results to our customers. Our focus on field-level service delivery and strict cost control resulted in Precision achieving another year of strong cash flow generation. During the year, we not only met our debt reduction and shareholder capital return targets but increased our cash balance and continued to invest in our fleet and infrastructure.
Our people remain Precision’s most valuable asset and critical to the Company’s success. We are dedicated to the training and development of our employees. In 2024, approximately 2,135 employees were trained for over 68,225 hours on Precision’s culture, rig roles and responsibilities, well control, tools and equipment, HSE standards, leadership and communication. We continue to foster a culture that is inclusive and encourage our people to contribute their perspectives, ideas, and experiences to advance both personal and professional development.
Precision continues to position itself as a market leader with technology and lower emission solutions for our drilling fleet. Approximately 80% of our Super Triple fleet is equipped with AlphaTM and the majority of the fleet has at least one EverGreenTM product. In 2024, we nearly doubled Precision’s EverGreenTM revenue from 2023 and continued to expand Precision’s EverGreenTM product offering on our Super Single rigs.
In 2024, the Company’s Canadian drilling business displayed high utilization, expanded profitability, and deeper relationships with our customers. Precision’s Super Triple and Super Single rigs, which represent 80% of our Canadian drilling rig fleet, are nearly fully utilized, and we continue to increase our teledouble rig utilization. In 2024, we successfully integrated the CWC Energy Services Corp. (CWC) acquisition, which increased the Company’s Completion and Production Services operating hours by 26% and Adjusted EBITDA(1) by 30% year over year. Through our continued focus on operational excellence and accretive well-timed acquisitions, we maintained Precision’s position as the leading service provider of oilfield services in Canada.
In the U.S., despite headwinds from oil price volatility, continued low natural gas prices, producer consolidation, and drilling and completion efficiencies, we grew new customer relationships and generated strong free cash flow. With drilling rigs located in all major U.S. producing basins, Precision is well positioned for an increase in drilling activity.
Internationally, Precision had eight active rigs in the Middle East following four rig recertifications and reactivations in Kuwait in 2023. As a result, our international rig activity in 2024 increased 37% while our revenue grew almost 40%. The majority of the rigs are under five-year term contracts that extend into 2027 and 2028.
With robust cash flow of $482 million generated from operations in 2024, Precision continued to strengthen the Company’s balance sheet and increased returns to shareholders. We reduced debt by $176 million and allocated $75 million of our free cash flow to share repurchases, achieving the midpoint of our targeted range of 25% to 35%. In 2025, we plan to increase our shareholder capital return program by allocating 35% to 45% of our free cash flow, before debt repayments, directly to shareholders. Our focus on debt reduction remains firmly in place and in 2025 we plan to reduce debt by at least another $100 million, moving us closer to our long-term goal of achieving a sustained Net Debt to Adjusted EBITDA ratio(1) of less than 1.0 times. Looking ahead, we expect sustained free cash flow to be a key feature of the business and are now targeting debt reduction of $700 million between 2022 and 2027, having already achieved $435 million of debt reductions between 2022 and 2024, while increasing free cash flow, before debt repayments, directly allocated to shareholders toward 50%.
On behalf of Precision’s Board of Directors and management, we would like to thank you for your continued support. With constructive long-term fundamentals for energy, combined with our High Performance, High Value strategy, we are confident we will continue to drive shareholder value.
We urge you to exercise your right to vote. We appreciate your continued confidence and eagerly anticipate your participation in the virtual Meeting. For more information about how to attend our Meeting please see "General Information About the Annual and Special Meeting" on page 67.
Notes:
/s/ Steven W. Krablin Steven W. Krablin Chair of the Board of Directors |
/s/ Kevin A. Neveu Kevin A. Neveu President and Chief Executive Officer |
ii
WELCOME TO OUR 2025 MANAGEMENT INFORMATION CIRCULAR |
|
|
|
This document includes important information about Precision Drilling Corporation and the business of our 2025 Annual and Special Meeting of Shareholders.
In this Management Information Circular, you and your mean holders of Precision’s common shares, we, us, our and Precision or the Company mean Precision Drilling Corporation, shares and Precision shares mean Precision’s common shares, shareholder means a holder of Precision’s common shares, and Circular means this Management Information Circular.
All dollar amounts are in Canadian dollars, and all information is as of March 28, 2025, unless stated otherwise.
The summary starting on page 2 gives you an update on our performance for the year, our governance practices and the key elements affecting executive pay for 2024.
Please take time to read the Circular and remember to vote. We look forward to your attendance on May 15, 2025.
TABLE OF CONTENTS
1 |
Who We Are |
|
2 |
What We Did In 2024 |
|
2 |
What We Have Done in the Past Three Years |
|
5 |
Corporate Responsibility |
|
6 |
Our Approach to Governance |
|
8 |
Agenda Item 1 – Receive the Audited Consolidated Financial Statements and Report of the Auditors for the Year Ended December 31, 2024 |
|
9 |
Agenda Item 2 – Appoint the Auditors and Authorize the Directors to Set the Auditors’ Fee |
|
11 |
Agenda Item 3 – Elect the Directors |
|
|
12 |
Who Are Our Nominated Directors |
|
21 |
How We Operate |
|
22 |
How We Are Organized, Selected and Evaluated |
|
29 |
What We Prioritize |
|
31 |
How We Are Compensated |
33 |
Agenda Item 4 – Participate In Our ‘say on pay’ Advisory Vote |
|
|
35 |
A Message from the Chair of the Human Resources and Compensation Committee |
|
36 |
What Is Our Compensation Oversight and Process |
|
42 |
Who We Paid in 2024 |
|
43 |
What We Paid in 2024 |
|
51 |
How Our CEO Is Compensated |
|
55 |
2024 Compensation Details |
61 |
Agenda Item 5 – Approve the Reconfirmation and Continuation of Our Shareholder Rights Plan |
|
66 |
Agenda Item 6 – Other Business |
|
67 |
General Information About the Annual and Special Meeting |
|
72 |
Other Information |
|
75 |
Appendices |
|
|
75 |
Appendix A – About DSUs |
|
76 |
Appendix B – Summary of the 2025 Director Share Unit Plan |
|
78 |
Appendix C – 2024 Director Continuing Education |
|
80 |
Appendix D – Board of Directors Charter |
WHO WE ARE |
|
|
|
Precision is a leading provider of safe and environmentally responsible High Performance, High Value services to the energy industry, offering customers access to an extensive fleet of Super Series drilling rigs operated by highly-skilled and well-trained personnel. Precision has commercialized an industry-leading digital technology portfolio known as AlphaTM technologies that utilize advanced automation software and analytics to generate efficient, predictable, and repeatable results for energy customers. Additionally, Precision offers well service rigs, camps and rental equipment all backed by a comprehensive mix of technical support services and skilled, experienced personnel. Our drilling services are enhanced by our EverGreenTM suite of environmental solutions, which bolsters our commitment to reducing the environmental impact on our operations.
From our founding as a private drilling contractor in 1951, Precision has grown to become one of the most active drillers in North America. Precision remains the most active onshore driller in Canada, based on active daily rig count, and one of the top five drillers in the U.S. Our vision is to be globally recognized as the High Performance, High Value provider of land drilling services. Our mission is to deliver High Performance through passionate people supported by quality business systems, superior equipment and technologies designed to optimize results and reduce environmental, human and operational risks. We create High Value by operating sustainably, lowering our customers' risks and costs while improving efficiency, developing our people, and generating superior financial returns for our investors.
Our High Performance, High Value competitive advantage is underpinned by four distinguishing features:
WHAT WE DO |
WHAT WE DO NOT DO |
✓
Design, construct, and operate onshore drilling and well service rigs
✓
Provide rental equipment, lodging and ancillary services to customers
✓
Drill oil, natural gas, and geothermal wells at the direction of our E&P customers
✓
Prioritize health, safety, and environmental stewardship, while delivering superior services
✓
Develop rig technology focused on increasing efficiency, safety, and reducing our customers' and our environmental footprint through our AlphaTM technologies and our EverGreenTM suite of environmental solutions
✓
Recruit, train, retain and develop our people
✓
Provide industry leading training to our field staff at two drilling technical centres, one in Nisku, Alberta and one in Houston, Texas
✓
Employ approximately 5,100 people
✓
Provide a full range of health, disability, retirement, and educational assistance benefits for our employees
|
Operate offshore drilling rigs
Transport, refine, or store oil and natural gas
Hydraulic fracturing
Own, lease, or manage land where our rigs operate
Participate in downstream operations
Pump water underground, or treat and dispose of wastewater from drilling sites
Produce oil and natural gas
|
2025 Strategic Priorities |
Precision is well positioned from an operational and financial perspective to drive continued shareholder value in 2025 and beyond. We have established the following strategic priorities for 2025: ▪
Maximize free cash flow through disciplined capital deployment and strict cost management.
▪
Enhance shareholder returns through debt reduction and share repurchases.
▪
Reduce debt by at least $100 million in 2025 and reduce debt by $700 million between 2022 and 2027, while remaining committed to achieving a sustained Net Debt to Adjusted EBITDA ratio(1) of below 1.0 times
▪
Allocate 35% to 45% of free cash flow, before debt repayments, directly to shareholders and continue moving direct shareholder returns toward 50% of free cash flow thereafter.
▪
Grow revenue in existing service lines through contracted upgrades, optimized pricing and utilization, and opportunistic consolidating tuck-in acquisitions.
|
Notes:
2025 Management Information Circular 1
WHAT WE DID IN 2024 |
|
|
|
In 2024, even though demand for global energy increased, economic uncertainty and geopolitical instability caused energy prices to compress slightly. In the U.S., WTI averaged US$75.73 per barrel, 2% lower than the $77.62 in 2023, while Henry Hub natural gas prices decreased 10% to average US$2.41 per MMBtu. U.S. producers continued to show capital discipline and with volatile and lower prices, reduced their drilling activity 13% year over year. In Canada, drilling activity increased 6% as the Trans Mountain pipeline expansion start up in May provided additional oil export capacity while favorable oil pricing, due to improving heavy oil differentials and a weaker Canadian dollar exchange rate, also supported activity.
Precision has a multi-year track record of clearly defining and delivering on our strategic initiatives and 2024 was no different. During the year, we delivered another year of strong cash flow, met our debt repayment and shareholder capital return targets, increased drilling rig utilization in Canada and internationally, integrated our 2023 acquisition of CWC, expanded our EverGreenTM revenue and product offering, and successfully deployed our first Super Triple rig equipped with robotics.
WHAT WE HAVE DONE IN THE PAST THREE YEARS |
|
|
|
Accomplishments and Highlights
Over the past three years, management and the Board set strategic priorities that aligned with current market conditions, directly influencing our short and long-term goals. Management has consistently achieved the targets established in these annual strategic priorities.
2024 Accomplishments
2024 Strategic Priorities |
2024 Results |
Concentrate organizational efforts on leveraging our scale and generating free cash flow |
▪
Delivered $482 million in cash provided by operations, allowing us to meet our debt reduction and share repurchase goals and increase our cash balance by $20 million.
▪
Increased utilization of our Super Single and teledouble rigs, driving Canadian drilling activity up 12% over 2023.
▪
Successfully integrated our 2023 acquisition of CWC, increasing Completion and Production Services operating hours and Adjusted EBITDA(1) 26% and 30%, respectively, year over year. Achieved our $20 million annual synergies target from the acquisition.
▪
Internationally, increased our activity 37% year over year and realized US$150 million of contract drilling revenue compared to US$108 million in 2023.
|
Reduce debt by $150 million to $200 million and allocate 25% to 35% of free cash flow before debt repayments for share repurchases, while remaining committed to achieving a sustained Net Debt to Adjusted EBITDA ratio(1) of below 1.0 times in 2025. Increase long-term debt reduction target to $600 million between 2022 and 2026 and continue to move direct shareholder capital returns towards 50% of free cash flow |
▪
Reduced debt by $176 million and ended the year with a Net Debt to Adjusted EBITDA ratio of approximately 1.4 times. On track to achieve a sustained Net Debt to Adjusted EBITDA ratio of below 1.0 times.
▪
Returned $75 million to shareholders through share repurchases, achieving the midpoint of our target range.
▪
Renewed our Normal Course Issuer Bid (NCIB), allowing purchases of up to 10% of the public float.
|
Continue to deliver operational excellence in drilling and service rig operations to strengthen our competitive position and extend market penetration of our AlphaTM and EverGreenTM products |
▪
Increased our Canadian drilling rig utilization days and well service rig operating hours year over year, maintaining our position as the leading provider of high-quality and reliable services in Canada.
▪
Invested $52 million in expansion and upgrade capital to enhance our drilling rigs.
▪
Nearly doubled our EverGreenTM revenue year over year.
▪
Continued to expand our EverGreenTM product offering on our Super Single rigs with LED mast lighting and hydrogen injection systems.
|
Notes:
In this Circular, we use certain non-GAAP financial measures and ratios to assess our performance and provide important supplemental information to investors. Adjusted EBITDA, Net Debt to Adjusted EBITDA and Return on Capital Employed do not have standardized meanings as prescribed by International Financial Reporting Standards (IFRS), and therefore may not be comparable with similar measures presented by other issuers. For more information about these measures, see page 72 of this Circular or page 40 of our 2024 Annual Report on our website (www.precisiondrilling.com) and available on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov).
2024 Highlights
2025 Management Information Circular 2
2023 Accomplishments
2023 Strategic Priorities |
2023 Results |
Deliver High Performance, High Value service through operational excellence |
▪
Increased our Canadian drilling rig utilization days and well servicing rig operating hours over 2022, maintaining our position as the leading provider of high-quality and reliable services in Canada.
▪
Recertified and reactivated a total of four rigs in the Middle East, exiting 2023 with eight active rigs that represent approximately US$475 million in backlog revenue that stretches into 2028.
▪
Acquired CWC, expanding our Canadian well servicing business and drilling fleets in both Canada and the U.S.
▪
Upgraded and added the industry's most advanced AC Super Triple rig to our Canadian fleet, equipped with AlphaTM, EverGreenTM, and rig floor robotics.
▪
Coached over 900 rig-based employees through our New Employee Orientation focused on industry-leading safety and performance training at our world-class facilities in Nisku, Alberta and Houston, Texas.
|
Maximize free cash flow by increasing Adjusted EBITDA margins, revenue efficiency, and growing revenue from AlphaTM technologies and EverGreenTM suite of environmental solutions |
▪
Generated cash provided by operations of $501 million, a 111% increase over 2022.
▪
Increased our daily operating margins(1) by approximately 39% in Canada and 69% in the U.S. year over year.
▪
Grew combined Alpha™ and EverGreenTM revenue by over 10% compared to 2022.
▪
Ended the year with 75 AC Super Triple Alpha™ rigs compared to 70 at the beginning of the year.
▪
Scaled our EverGreenTM suite of environmental solutions, ending the year with approximately 65% of our AC Super Triple rigs equipped with at least one EverGreenTM product, including 13 EverGreenTM Battery Energy Storage Systems (BESS) versus seven a year ago.
▪
Integrated the well servicing assets from our 2022 acquisition of High Arctic Energy Services Inc. (High Arctic), which helped increase our Completion and Production Services' Adjusted EBITDA 34% in 2023.
|
Reduce debt by at least $150 million and allocate 10% to 20% of free cash flow before debt repayments for share repurchases. Long-term debt reduction target of $500 million between 2022 and 2025 and sustained Net Debt to Adjusted EBITDA ratio of below 1.0 times by the end of 2025 |
▪
Reduced debt by $152 million and ended the year with more than $600 million of available liquidity(2).
▪
Returned $30 million of capital to shareholders through share repurchases.
▪
Renewed our NCIB, allowing purchases of up to 10% of the public float.
▪
Ended the year with a Net Debt to Adjusted EBITDA ratio of approximately 1.4 times and remain committed to reaching a sustained ratio of below 1.0 times by end of 2025.
|
Notes:
2023 Highlights
2025 Management Information Circular 3
2022 Accomplishments
2022 Strategic Priorities |
2022 Results |
Grow revenue through scaling AlphaTM technologies and EverGreenTM suite of environmental solutions across Precision's Super Series rig fleet and further competitive differentiation through ESG initiatives |
▪
Grew AlphaTM revenue by over 60% compared to 2021.
▪
Increased total paid days for AlphaAutomationTM by over 50% from 2021.
▪
Ended the year with 70 AlphaTM rigs, a 49% increase from the beginning of the year.
▪
Expanded our commercial AlphaAppsTM to 21 versus 16 a year ago and increased AlphaAppsTM paid days by 15% from 2021.
▪
Exited 2022 with seven field deployed BESS, 15 EverGreenTM Integrated Power and Emissions Monitoring Systems and 21 high mast LED lighting systems.
|
Grow free cash flow by maximizing operating leverage as demand for our High Performance, High Value services continues to rebound |
▪
Generated cash provided by operations of $237 million, representing a 70% increase over the prior year.
▪
Grew our active rig count by 40% in the U.S. and 30% in Canada as compared with 2021.
▪
Increased our daily operating margins 41% in the U.S. and 36% in Canada.
▪
Acquired High Arctic's well servicing business and associated rental assets and increased our Completion and Production Services' Adjusted EBITDA to $38 million versus $6 million in 2021.
▪
Awarded four five-year drilling contracts in Kuwait, increasing our international rig count to eight by mid-2023. Our eight long-term contracts will generate steady and reliable cash flow into 2028.
|
Utilize free cash flow to continue strengthening our balance sheet while investing in our people, equipment, and returning capital to shareholders |
▪
Reduced debt by $106 million.
▪
Returned $10 million of capital to shareholders through share repurchases.
▪
Reinvested $184 million into our equipment and infrastructure and disposed of non-core and underutilized assets for proceeds of $37 million.
▪
Hired and trained over 1,300 people new to the industry and increased our number of field coaches who conducted 155 site visits and provided over 10,000 hours of training.
|
2022 Highlights
2025 Management Information Circular 4
CORPORATE RESPONSIBILITY |
|
|
|
As a service provider, Precision does not control the number of rigs our customers choose to operate, and activity levels can fluctuate significantly over time due to market conditions. Given this variability, absolute sustainment targets are not a practical measure of the Company’s environmental performance. Instead, we focus on intensity-based metrics that assess our impact on a per-meter-drilled basis. This approach allows us to drive continuous improvements in efficiency, emissions reduction, and resource optimization, regardless of market cycles.
Our ESG philosophy is framed by the Company’s Core Values. Our Core Values shape our culture, guide how we work, how we build relationships, and how we drive performance. By working together and striving to do the right things—every time—we create a safer, more responsible, and high-performing organization. This is the foundation of our High Performance, High Value strategy—delivering industry-leading efficiency, innovation, and reliability. It’s through this shared commitment that we continue to create value for our employees, customers, investors, and the communities where we operate.
2024 ESG Highlights
In 2024, Precision reinforced its Corporate Responsibility commitments through multiple key initiatives to ensure ESG is appropriately accounted for in all that we do. At the beginning of the year, we conducted an ESG materiality assessment to identify and prioritize those ESG matters that are most critical to our business' long-term success. Soon thereafter we led a thorough peer review and gap analysis against SASB, TCFD, and the United Nations Sustainable Development Goals guidelines. These assessments served the purpose of informing our sustainability strategy, reporting, and disclosure.
We further strengthened our partnerships with Indigenous communities by creating a Limited Partnership with several First Nations to jointly own and operate four service rigs. In alignment with Canadian Bill C-59's Greenwashing provisions, we clarified that emission reduction statements are directly linked to decreased diesel fuel consumption. This disclosure has been integrated across our website, marketing materials, and investor relations communications.
In addition, our Board of Directors welcomed Alice Wong as a Director in 2024, increasing female representation to over 30% and reaffirming our commitment to bringing qualified talent to our Board.
Our Environmental ("E") and Social ("S") teams, composed of high-performing employees across the organization, also collaborated to implement other impactful initiatives throughout the year. All of these initiatives are reported on an ongoing basis on Precision’s website, which provides stakeholders with dynamic updates on our progress, moving beyond the static annual Corporate Responsibility Reports of previous years.
Most importantly, Precision remains committed to meeting the demand for hydrocarbon energy responsibly by implementing a climate strategy that supports a transition to a lower-carbon future. Through globally recognized climate models, publicly available customer plans, and up-to-date energy projections, we have outlined a path to reduce Greenhouse Gas (GHG) emissions from our operations by:
We are also actively exploring lower-GHG energy sources for our rigs, support facilities, offices, and equipment, reinforcing our commitment to become a low GHG-emitting land drilling rig provider across all applications.
Our Board plays a pivotal role in overseeing the Corporation’s commitment to ESG. This oversight encompasses the formulation of approaches, strategic planning, performance evaluation, monitoring processes, and disclosure practices. Annually, the Board conducts a thorough review of both Board and committee charters, ensuring alignment with sustainability objectives. In addition, to ensure ESG priorities remain integral to our decision-making, the Board receives quarterly reports from the Corporate Governance, Nominating and Risk Committee (CGNRC) detailing ESG mapping, materiality assessments, and a comprehensive analysis of ESG-related risks. Thus, the CGNRC is responsible for ensuring that Management is integrating ESG considerations into the Company’s decision-making processes. Specifically, the CGNRC reviews areas including:
This transparent reporting structure allows us to address emerging issues, capitalize on opportunities, and ensure that Precision’s strategic priorities are firmly rooted in our ESG framework while driving long-term value for our stakeholders.
2025 Management Information Circular 5
OUR APPROACH TO GOVERNANCE |
|
|
|
Our shares are listed on the Toronto Stock Exchange (TSX) and New York Stock Exchange (NYSE). We comply with corporate governance guidelines for Canadian companies listed on the TSX, and the NYSE corporate governance standards that apply to us as a foreign private issuer registered with the U.S. Securities and Exchange Commission (SEC).
Our corporate governance practices meet or exceed the guidelines adopted by the Canadian Securities Administrators (CSA) set out under National Policy 58-201 – Corporate Governance Guidelines and the SEC rules that apply to us. The only major differences between the governance practices set by the TSX and the NYSE standards for U.S. domestic companies listed on the NYSE relate to shareholder approval of equity compensation plans and the external auditor. You can find an explanation in the investor relations section of our website (www.precisiondrilling.com).
High Standards
Our transparent culture of governance and ethical behaviour is fundamental to the way we do business. We monitor regulatory developments and governance best practices and adopt regulatory changes that apply to us as a dual-listed issuer in Canada and the U.S., and governance practices that are appropriate for us. The Board reviews our governance charters, guidelines, policies and procedures regularly to ensure they are appropriate and that we maintain high governance standards.
Our following governance charters and policies are posted on our website:
▪
Articles of Amalgamation
▪
Corporate By-Laws (including our Advance Notice Policy)
▪
Policy on Majority Voting
▪
Board of Director and Committee Charters
|
▪
Corporate Governance Guidelines
▪
Position Descriptions for the Board and Committee Chairs and the President and Chief Executive Officer, and
▪
A summary of the main differences between the NYSE corporate governance standards and our governance charters and policies.
|
The governance disclosure in this Circular meets the requirements under National Instrument 58-101 – Disclosure of Corporate Governance Practices, specific rules adopted by the SEC and Sarbanes-Oxley Act, NYSE rules and Canadian rules relating to audit committees under National Instrument 52-110 – Audit Committees. The Board has approved this disclosure on the recommendation of the CGNRC.
Each director, executive officer and employee has an obligation to make sure we conduct ourselves according to our Disclosure Policy and its objectives. We review the policy regularly and update it as appropriate.
Governance Guidelines
Our Corporate Governance Guidelines outline the composition, structure, procedures, and policies that guide our Board. These guidelines are reviewed annually and serve as a guidepost for the Board. Topics pertaining to corporate citizenship, governance and sustainability are also routinely reviewed at meetings of the Board and its committees.
Our Code of Business Conduct and Ethics and Business Policies
At the core of our business practices lies a commitment to ethical behavior. The Code of Business Conduct and Ethics (the Code) ensures every director, executive officer, manager, employee, and contractor is aware of Precision’s values. The full text of the Code is available on the Corporate Governance section of our website.
Annually, each director, executive officer, manager, and employee is required to confirm their understanding and commitment to abide by the Code. Additionally, members of the senior management team must also certify quarterly whether they are aware of any breaches of the Code. Comprehensive in-person and online training sessions are conducted annually for all permanent employees, covering various topics related to business conduct and ethics.
PD EthicsLine The PD EthicsLine is available for anyone within or outside of Precision, offering a confidential and anonymous platform to report any suspected illegal or unethical conduct or breach of our policies. With the oversight of the Audit and the Human Resources and Compensation Committees, there were no ethics incidents in 2024 that required disclosure and 100% of the issues reported through the PD EthicsLine were reviewed and resolved. An independent third party operates the PD EthicsLine and notifies the Chief Compliance Officer (CCO) immediately upon receiving a complaint. |
Internal Policies
We take proactive measures to ensure our workforce and the Board understand their obligations to uphold our standards and the law when it comes to ethics and compliance. In addition to our Code, we have developed internal corporate policies to guide our directors, officers, and employees in meeting our standards and fulfilling our responsibilities to our shareholders, governmental, and regulatory authorities, business partners and each other.
2025 Management Information Circular 6
The following are some of our internal policies that we have put in place to ensure compliance and to reflect our current business practices:
▪
Human Rights
▪
Anti-Bribery and Anti-Corruption
▪
International Trade - Sanctions
▪
Insider Trading
▪
Privacy
▪
Compensation Recoupment (Clawback)
|
▪
Avoiding Conflicts of Interest
▪
Public Policy & Lobbying
▪
Diversity, Equity and Inclusion
▪
Harassment, Discrimination and Workplace Violence
▪
Indigenous Relations, and
▪
Artificial Intelligence (AI).
|
Clawbacks
Our senior leadership team is held accountable for their decisions. As such, we have designed our compensation plan so any consequences stemming from our policies, employment agreements and incentive plans align with Precision’s best interests.
Our Clawback Policy entitles us to recoup some, or all incentive compensation awarded or paid to our senior leadership team, including our Chief Executive Officer, both past and present, if:
The Clawback Policy applies to all forms of incentive awards, including bonuses, restricted share units, performance share units and stock options.
In addition to our Clawback Policy, in 2023 we introduced a NYSE compliant compensation recoupment policy, which provides that in the event of a financial restatement, we must recoup incentive-based compensation received by certain executive officers, subject to limited exceptions.
Human Rights
In 2024, the Board approved Precision’s first report under Canada’s Fighting Against Forced Labour and Child Labour in Supply Chains Act. Our new processes reinforce our commitment to supply chain transparency, requiring our vendors to go through a rigorous accreditation process, crafted to assess possible modern slavery concerns. Additionally, we are proud to announce the adoption of a new Human Rights policy, a fundamental step in promoting human rights within our organization and in our interactions with partners all over the world. This policy extends throughout the Company’s supply chain and reflects Precision’s commitment to robust due diligence within our sphere of influence, which involves actively identifying potential human rights violations, including forced labour and child labour.
About Material Interests None of our nominated directors or executives, or their associates or affiliates, has a direct or indirect material interest (as a beneficial shareholder or in any other way) in any item of business except as disclosed herein. No informed person or nominated director, or their associates or affiliates, had a direct or indirect material interest in a transaction or proposed transaction involving Precision in 2024, or up until March 28, 2025, that has had or will have a material effect on us or any of our subsidiaries. |
2025 Management Information Circular 7
2025 Management Information Circular 8
2025 Management Information Circular 9
You can vote on reappointing the auditors and authorizing the Board to set their fees. The Board recommends that KPMG LLP, Chartered Professional Accountants (KPMG), be appointed as our auditors until the next annual general Meeting. Representatives of KPMG will be at the Meeting to answer any questions. KPMG has been our auditors for more than five years, and we believe their re-appointment is in the best interests of Precision and our shareholders. Auditor Independence The independence of the auditors is essential to maintaining the integrity of our financial statements. We comply with Canadian securities laws relating to the independence of external auditors, services they can perform, and fee disclosure. We also comply with the provisions of the United States (U.S.) Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) and the accounting and corporate governance rules adopted by the U.S. Securities and Exchange Commission (SEC) that set out services that cannot be provided by external auditors. The Audit Committee recommends the terms of engagement and the auditors’ fees to the Board for approval and pre-approves any permitted non-audit services. Management collaborates with the external auditors every year to develop a list of proposed services for the Audit Committee’s review and pre-approval. The Audit Committee ensures auditor independence by prohibiting the external auditors from providing services; however, it believes the auditors are best equipped to handle certain other non-audit services in permitted categories, such as tax advisory and compliance services. |
||||
Year Ended December 31 |
|
2023 |
|
2024 |
Audit fees |
$ |
1,606,629 |
$ |
1,730,501 |
for professional audit services |
|
|
|
|
Audit-related fees |
$ |
— |
$ |
— |
for assurance and other services that relate to the performance of the audit or review of our financial statements and are not reported as audit fees |
|
|
|
|
Tax fees |
$ |
431,742 |
$ |
233,431 |
for tax advisory services, including assistance with preparing Canadian federal and provincial income tax returns, and international tax advisory services |
|
|
|
|
All other fees |
$ |
14,952 |
$ |
— |
for products and services other than those disclosed above |
|
|
|
|
Total |
$ |
2,053,323 |
$ |
1,963,933 |
You can find more information about the Audit Committee’s policies and procedures in our annual information form for the year ended December 31, 2024. It is available on our website (www.precisiondrilling.com) and on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov).
|
2025 Management Information Circular 10
2025 Management Information Circular 11
WHO ARE OUR NOMINATED DIRECTORS |
|
|
|
The Board has decided that eight directors will be elected to the Board this year.
Precision’s articles of incorporation allow the Board to appoint one or more additional directors to the Board between annual meetings, but the number of additional directors cannot exceed one-third of the number of directors elected at our most recent annual meeting. Each nominated director will serve until the end of the next annual general meeting, serving a one-year term unless, he or she resigns.
You can vote on electing eight nominated directors to our Board:
▪
William T. Donovan
▪
Steven W. Krablin
▪
Lori A. Lancaster
|
▪
Susan M. MacKenzie
▪
Dr. Kevin O. Meyers
▪
Kevin A. Neveu
|
▪
David W. Williams
▪
Alice L. Wong
|
Our articles of incorporation state that we must have between one and 15 directors on our Board. The Corporate Governance, Nominating and Risk Committee (CGNRC) believes the eight nominated directors represent an appropriate mix of skills and experience and other qualities required for serving on our Board. You can read about each of the nominated directors in the director profiles beginning on the next page.
You can vote for all the nominated directors, vote for some and withhold votes for others, or withhold votes for all of them. If you are voting by proxy and do not appoint someone to serve as your proxyholder, the Precision representatives named in the proxy form will vote your shares for electing each nominated director unless you provided different instructions.
All the nominees meet the Board’s independence criteria except for Mr. Neveu because of his role as Precision’s President and Chief Executive Officer.
Notes:
Our Policy on Majority Voting A director who receives more withhold than for votes must offer to resign after the Meeting. The CGNRC will review the matter and recommend to the Board to accept or reject the resignation based on the best interests of Precision and any other factors it considers relevant. The Board will accept the director’s resignation unless there are exceptional circumstances. The impacted director will not participate in any Board or committee deliberations on the matter. The Board will render its decision and the reasons for the decision within 90 days of the applicable meetings. If the Board accepts the resignation, it may appoint a new director to fill the seat. This policy only applies to uncontested elections where the number of nominated directors equals the number of directors to be elected at the Meeting. A withhold vote is effectively the same as a vote against a director in an uncontested election. |
2025 Management Information Circular 12
Steven W. Krablin |
|||
|
Positions/Officers Held: |
Chair of the Board and Director | Independent |
|
|
Residence: |
Houston, Texas, U.S.A |
|
|
Age: |
75 |
|
|
Director Since: |
May 2015 (Chair of the Board since May 2017) |
Steven W. Krablin is a private investor and has over 40 years of experience as a corporate executive or director in the energy industry. He served as President, Chief Executive Officer and Chair of the Board of T-3 Energy Services, Inc., an oilfield services company that manufactured products used in the drilling, production and transportation of oil and natural gas, from March 2009 until January 2011.
Mr. Krablin is an experienced financial and operational leader with a broad understanding of business globally. He has also served as Chief Financial Officer of oil and natural gas service and manufacturing companies, including National Oilwell, Inc. and Enterra Corporation.
Mr. Krablin previously served as a director of Chart Industries, Inc. and served as Chair of the Board of Directors. In addition, he has previously served as an independent director of three other publicly traded companies.
Mr. Krablin received a Bachelor of Science in Business Administration in accounting from the University of Arkansas and is a retired certified public accountant.
2024 Board and Committee Memberships |
||||
|
Attendance |
|
Total |
|
Board of Directors |
7/7 |
|
100% |
|
Audit Committee |
5/5 |
|
100% |
|
Corporate Governance, Nominating and Risk Committee |
4/4 |
|
100% |
|
Human Resources and Compensation Committee |
5/5 |
|
100% |
Past Voting Results |
||||
|
Votes FOR |
|
Votes WITHHELD |
|
2024 Annual Meeting |
7,360,243 (91.54%) |
|
680,351 (8.46%) |
|
2023 Annual Meeting |
5,562,612 (81.51%) |
|
1,261,775 (18.49%) |
Other Public Company Boards and Last Five Years |
||||
Company |
Committees |
|
Dates |
|
Chart Industries, Inc. |
Board Chair |
|
2006 – 2022 |
|
Hornbeck Offshore Services, Inc. |
Audit Committee, Nominating and Corporate Governance Committee |
|
2005 – 2020 |
Securities Held as at March 28, 2025 |
|||||
|
|
Value of Securities Held |
|
||
Securities Held |
Cost Basis(1)(2) |
Market Value(3) |
Complies with Share Ownership Guidelines (2x) |
||
2,955 |
Shares |
$241,242 |
$191,543 |
Yes |
|
29,228 |
DSUs |
$2,068,362 |
$1,894,620 |
|
|
32,183 |
Total |
$2,309,604 |
$2,086,163 |
|
2025 Management Information Circular 13
William T. Donovan |
|||
|
Positions/Officers Held: |
Director | Independent Chair of the Audit Committee |
|
|
Residence: |
North Palm Beach, Florida, U.S.A |
|
|
Age: |
73 |
|
|
Director Since: |
December 2008
|
William T. Donovan is a private equity investor and has served as a director of several public and private companies in the United States, the United Kingdom and Russia. From 1997 to 2005, he served as President, Chief Executive Officer and a director of Total Logistics, Inc., a Wisconsin corporation engaged in various operating and investment activities. Mr. Donovan was Chair of the board of Rockland Industrial Holdings, LLC, a privately held entity in Wisconsin engaged in the manufacturing of wood flooring products for the truck trailer and domestic container industries from April 2006 to December 2013.
Mr. Donovan previously served as President, Chief Financial Officer and a director of Christiana Companies, Inc. and Prideco Inc. prior to their merger with Weatherford International, Inc. in 1999. From 1980 to 1998, he was a Principal and Managing Director of Lubar & Co., a private investment and venture capital firm. Prior to joining Lubar & Co., Mr. Donovan was an officer with Manufacturers Hanover Trust Company from 1976 to 1980, where he specialized in merger and acquisition financing.
Mr. Donovan joined the board of Silgan Holdings in January 2018 and served as Chair of the Compensation Committee; in 2023, he served as Chairman of the Nominating Committee and continued to serve on the Audit and Compensation Committees. Previously, he was a director of Grey Wolf, Inc. from June 1997 to December 2008, prior to its acquisition by Precision Drilling Trust and his subsequent appointment as a director of Precision in December 2008.
Mr. Donovan received a Bachelor of Science and an MBA from the University of Notre Dame.
2024 Board and Committee Memberships |
||||
|
Attendance |
|
Total |
|
Board of Directors |
7/7 |
|
100% |
|
Audit Committee |
5/5 |
|
100% |
|
Corporate Governance, Nominating and Risk Committee |
4/4 |
|
100% |
Past Voting Results |
||||
|
Votes FOR |
|
Votes WITHHELD |
|
2024 Annual Meeting |
7,926,016 (98.58%) |
|
114,578 (1.42%) |
|
2023 Annual Meeting |
5,596,491 (82.01%) |
|
1,227,896 (17.99%) |
Other Public Company Boards and Last Five Years |
||||
Company |
Committees |
|
Dates |
|
Silgan Holdings Inc. |
Audit Committee, Compensation Committee and Nominating Committee (Chair) |
|
2018 – Present |
Securities Held as at March 28, 2025 |
|||||
|
|
Value of Securities Held |
|
||
Securities Held |
Cost Basis(1)(2) |
Market Value(3) |
Complies with Share Ownership Guidelines (2x) |
||
9,764 |
Shares |
$1,497,761 |
$633,019 |
Yes |
|
20,610 |
DSUs |
$1,799,909 |
$1,336,051 |
|
|
30,374 |
Total |
$3,297,670 |
$1,969,070 |
|
2025 Management Information Circular 14
Lori A. Lancaster |
|||
|
Positions/Officers Held: |
Director | Independent |
|
|
Residence: |
New York, New York, U.S.A |
|
|
Age: |
55 |
|
|
Director Since: |
October 2022 |
Lori A. Lancaster is an independent consultant and corporate director. Ms. Lancaster has over 26 years of experience as a strategic and financial advisor to the global natural resources industry. As a former senior energy investment banker, Ms. Lancaster has extensive knowledge and transaction experience in advisory of key corporate strategic initiatives, including accessing North American public and private debt and equity capital markets as well as corporate and asset level mergers, acquisitions and divestitures.
She currently serves on the boards of Vital Energy, Inc. where she serves as Chair of the Finance Committee, and Intrepid Potash, Inc., where she serves as Chair of the Nominating and Corporate Governance Committee. She previously served on the boards of HighPoint Resources Corp. and Energen Corp.
Ms. Lancaster received a Bachelor of Business Administration degree from Texas Christian University and an MBA degree from the University of Chicago Booth School of Business. She holds a Directorship Certified designation from the National Association of Corporate Directors (NACD).
2024 Board and Committee Memberships |
||||
|
Attendance |
|
Total |
|
Board of Directors |
7/7 |
|
100% |
|
Audit Committee |
5/5 |
|
100% |
|
Corporate Governance, Nominating and Risk Committee |
4/4 |
|
100% |
Past Voting Results |
||||
|
Votes FOR |
|
Votes WITHHELD |
|
2024 Annual Meeting |
7,924,950 (98.56%) |
|
115,644 (1.44%) |
|
2023 Annual Meeting |
6,109,265 (89.52%) |
|
715,122 (10.48%) |
Other Public Company Boards and Last Five Years |
||||
Company |
Committees |
|
Dates |
|
Intrepid Potash, Inc. |
Corporate Governance and Nominating Committee (Chair), Audit Committee, Compensation Committee, and Environmental, Health, Safety and Sustainability Committee |
|
2021 – Present |
|
Vital Energy, Inc. |
Finance Committee (Chair) and Audit Committee |
|
2020 – Present |
|
HighPoint Resources Corp. |
Audit Committee and Nominating and Governance Committee (Chair) |
|
2018 – 2021 |
Securities Held as at March 28, 2025 |
|||||
|
|
Value of Securities Held |
|
||
Securities Held |
Cost Basis(1)(2) |
Market Value(3) |
Complies with Share Ownership Guidelines (2x) |
||
– |
Shares |
– |
– |
n/a |
|
5,332 |
DSUs |
$450,564 |
$345,620 |
|
|
5,332 |
Total |
$450,564 |
$345,620 |
|
2025 Management Information Circular 15
Susan M. MacKenzie |
|||
|
Positions/Officers Held: |
Director | Independent Chair of the Corporate Governance, Nominating and Risk Committee |
|
|
Residence: |
Calgary, Alberta, Canada |
|
|
Age: |
64 |
|
|
Director Since: |
September 2017 |
Susan M. MacKenzie is a corporate director. Most recently, she was an independent consultant.
Previously, she served as Chief Operating Officer with Oilsands Quest Inc. and as Vice President of Human Resources and Vice President of In Situ Development and Operations at Petro-Canada prior to its merger with Suncor Energy Inc. Ms. MacKenzie was also employed with Amoco Canada Petroleum Company Ltd., serving in a variety of engineering and leadership roles in natural gas, conventional oil and heavy oil development.
Ms. MacKenzie serves on the boards of MEG Energy Corporation, Teine Energy Ltd. (private), and Shock Trauma Air Rescue Services (STARS). She previously served on the boards of Enerplus Corporation, Freehold Royalties Ltd., TransGlobe Energy Corporation, FortisAlberta Inc., Safe Haven Foundation of Canada and the Calgary Women’s Emergency Shelter.
Ms. MacKenzie holds a Bachelor of Engineering (Mechanical) degree from McGill University and a Master of Business Administration degree from the University of Calgary. She is a Life Member of the Association of Professional Engineers and Geoscientists of Alberta and holds the ICD.D designation from the Institute of Corporate Directors.
2024 Board and Committee Memberships |
||||
|
Attendance |
|
Total |
|
Board of Directors |
7/7 |
|
100% |
|
Corporate Governance, Nominating and Risk Committee |
4/4 |
|
100% |
|
Human Resources and Compensation Committee |
5/5 |
|
100% |
Past Voting Results |
||||
|
Votes FOR |
|
Votes WITHHELD |
|
2024 Annual Meeting |
7,901,897 (98.28%) |
|
138,697 (1.72%) |
|
2023 Annual Meeting |
5,336,522 (78.20%) |
|
1,487,865 (21.80%) |
Other Public Company Boards and Last Five Years |
|||
Company |
Committees |
Dates |
|
MEG Energy Corporation |
Health, Safety, Environment and Reserves Committee (Chair), Human Resources and Compensation Committee, and Audit Committee |
2020 – Present |
|
Enerplus Corporation |
Corporate Governance and Nominating Committee (Chair), Compensation and Human Resources Committee (Chair), Safety and Social Responsibility Committee (Chair), Reserves Committee, and Audit Committee |
2011 – 2023 |
|
Freehold Royalties Ltd. |
Compensation, Human Resources and Governance Committee (Chair), and Reserves Committee |
2014 – 2022 |
|
TransGlobe Energy Corporation |
Compensation, Governance and Human Resources Committee (Chair), Reserves and Health, Safety, Environment and Social Responsibility Committee |
2014 – 2020 |
Securities Held as at March 28, 2025 |
|||||
|
|
Value of Securities Held |
|
||
Securities Held |
Cost Basis(1)(2) |
Market Value(3) |
Complies with Share Ownership Guidelines (2x) |
||
3,225 |
Shares |
$226,504 |
$209,045 |
Yes |
|
18,513 |
DSUs |
$1,214,321 |
$1,200,065 |
|
|
21,738 |
Total |
$1,440,825 |
$1,409,110 |
|
2025 Management Information Circular 16
Dr. Kevin O. Meyers |
|||
|
Positions/Officers Held: |
Director | Independent Chair of the Human Resources and Compensation Committee |
|
|
Residence: |
Anchorage, Alaska, U.S.A |
|
|
Age: |
71 |
|
|
Director Since: |
September 2011 |
Kevin O. Meyers is an independent energy consultant and corporate director. He currently serves on the board of Hess Corporation. He was the Chairman of the Board of Denbury Inc. until it’s purchase by ExxonMobil in November 2023. Dr. Meyers has also served on several non-profit boards, including the Board of Regents of the University of Alaska and the Nature Conservancy of Alaska.
Dr. Meyers has over 40 years of experience in the energy industry, having retired from ConocoPhillips at the end of 2010. For the 10 years prior to his retirement, he was a senior executive of ConocoPhillips, most recently as Senior Vice President Exploration and Production, Americas.
Before that, he was President of ConocoPhillips Canada, President of ConocoPhillips Russia and Caspian, and President of ConocoPhillips Alaska. While in Russia from 2004 to 2006, Dr. Meyers served on the board of LUKOIL and was the lead resident executive of the COP/LUKOIL strategic alliance. Prior to joining ConocoPhillips, he served in engineering, technical and executive roles with ARCO.
Dr. Meyers received a Bachelor of Arts in chemistry and mathematics from Capital University and a Ph.D. in chemical engineering from the Massachusetts Institute of Technology.
2024 Board and Committee Memberships |
||||
|
Attendance |
|
Total |
|
Board of Directors |
7/7 |
|
100% |
|
Corporate Governance, Nominating and Risk Committee |
4/4 |
|
100% |
|
Human Resources and Compensation Committee |
5/5 |
|
100% |
Past Voting Results |
||||
|
Votes FOR |
|
Votes WITHHELD |
|
2024 Annual Meeting |
7,452,216 (92.68%) |
|
588,378 (7.32%) |
|
2023 Annual Meeting |
5,582,996 (81.81%) |
|
1,241,391 (18.19%) |
Other Public Company Boards and Last Five Years |
||||
Company |
Committees |
|
Dates |
|
Hess Corporation |
Audit Committee and Health, Safety and Environment Committee (Chair) |
|
2013 – Present |
|
Denbury, Inc. |
Board Chair and member of Compensation Committee and Audit Committee |
|
2020 – 2023 |
|
Hornbeck Offshore Services, Inc. |
Compensation Committee (Chair) |
|
2011 – 2022 |
|
Denbury Resources Inc. |
Audit Committee, HSE and Reserves Committee (Chair) |
|
2011 – 2020 |
Securities Held as at March 28, 2025 |
|||||
|
|
Value of Securities Held |
|
||
Securities Held |
Cost Basis(1)(2) |
Market Value(3) |
Complies with Share Ownership Guidelines (2x) |
||
4,180 |
Shares |
$451,034 |
$270,948 |
Yes |
|
19,569 |
DSUs |
$1,660,087 |
$1,268,516 |
|
|
23,749 |
Total |
$2,111,121 |
$1,539,463 |
|
2025 Management Information Circular 17
David W. Williams |
|||
|
Positions/Officers Held: |
Director | Independent |
|
|
Residence: |
Spring, Texas, U.S.A |
|
|
Age: |
68 |
|
|
Director Since: |
September 2018 |
David W. Williams served as Chair, President and Chief Executive Officer of Noble Corporation from January 2008 until January 2018. Prior to Noble, he served as Executive Vice President of Diamond Offshore Drilling, Inc. and has more than 35 years in the offshore drilling industry.
During his career, Mr. Williams was a member of the Executive Committee and past Chair of the International Association of Drilling Contractors and a board member of the American Petroleum Institute, where from 2012 to 2013 he served as Chair of the General Membership Committee and as a member of the Executive Committee.
He served as a director of the Well Control Institute and was a member of the National Petroleum Council, the Society of Petroleum Engineers and the American Bureau of Shipping. Mr. Williams currently serves on the Dean’s Advisory Board of Mays Business School at Texas A&M University, the Houston Museum of Natural Science Board of Trustees and is a member of the board of The Children’s Assessment Center Foundation.
Mr. Williams attended Texas A&M University, where he earned a Bachelor of Business Administration degree in Marketing. In 2009, he was named as an Outstanding Alumni by the Mays Business School at A&M for his many career achievements and service to the school.
2024 Board and Committee Memberships |
||||
|
Attendance |
|
Total |
|
Board of Directors |
7/7 |
|
100% |
|
Audit Committee |
5/5 |
|
100% |
|
Human Resources and Compensation Committee |
5/5 |
|
100% |
Past Voting Results |
||||
|
Votes FOR |
|
Votes WITHHELD |
|
2024 Annual Meeting |
7,944,654 (98.81%) |
|
95,940 (1.19%) |
|
2023 Annual Meeting |
5,976,382 (87.57%) |
|
848,005 (12.43%) |
Securities Held as at March 28, 2025 |
|||||
|
|
Value of Securities Held |
|
||
Securities Held |
Cost Basis(1)(2) |
Market Value(3) |
Complies with Share Ownership Guidelines (2x) |
||
1,705 |
Shares |
$134,175 |
$110,518 |
Yes |
|
12,873 |
DSUs |
$789,468 |
$834,444 |
|
|
14,578 |
Total |
$923,644 |
$944,962 |
|
2025 Management Information Circular 18
Alice L. Wong |
|||
|
Positions/Officers Held: |
Director | Independent |
|
|
Residence: |
Saskatoon, Saskatchewan, Canada |
|
|
Age: |
66 |
|
|
Director Since: |
May 2024 |
Alice L. Wong has more than 35 years of diverse experience in the nuclear fuel industry and most recently served as Senior Vice-President, Chief Corporate Officer at Cameco Corporation, before retiring in October 2024. She had senior executive oversight for human resources, business information services, sustainability, supply chain management, digital transformation, cyber risk management and internal audit. She also served as Vice-President Safety, Health, Environment, Quality and Regulatory Relations and Vice-President, Investor, Corporate and Government Relations. Further, she held positions in marketing, communications and strategic planning.
Before joining Cameco, she held various positions - sessional lecturer at the University of Saskatchewan, economics instructor at Saskatchewan Polytechnic, and Canada Revenue Agency auditor.
Ms. Wong serves on the board of Hecla Mining Company as chair of their Governance and Social Responsibility Committee. She previously served on the boards of Sask Energy Corporation, Canadian Nuclear Association, Mining Association of Canada, Saskatchewan Mining Association, and Uranium Producers of America.
Ms. Wong holds a Master of Arts (Economics) and a Bachelor of Commerce from the University of Saskatchewan and ICD.D designation from the Institute of Corporate Directors.
2024 Board and Committee Memberships |
||||
|
Attendance |
|
Total |
|
Board of Directors |
4/4 |
|
100% |
|
Audit Committee |
3/3 |
|
100% |
|
Human Resources and Compensation Committee |
2/2 |
|
100% |
Past Voting Results |
||||
|
Votes FOR |
|
Votes WITHHELD |
|
2024 Annual Meeting |
7,529,780 (93.65%) |
|
510,814 (6.35%) |
|
2023 Annual Meeting |
N/A |
|
N/A |
Other Public Company Boards and Last Five Years |
||||
Company |
Committees |
|
Dates |
|
Hecla Mining Company |
Governance and Social Responsibility Committee (Chair), Audit Committee, Compensation Committee and Health, Safety, Environmental and Technical Committee |
|
2021 – Present |
Securities Held as at March 28, 2025 |
|||||
|
|
Value of Securities Held |
|
||
Securities Held |
Cost Basis(1)(2) |
Market Value(3) |
Complies with Share Ownership Guidelines (2x) |
||
– |
Shares |
– |
– |
n/a |
|
3,149 |
DSUs |
$247,417 |
$204,118 |
|
|
3,149 |
Total |
$247,417 |
$204,118 |
|
2025 Management Information Circular 19
Kevin A. Neveu |
|||
|
Positions/Officers Held: |
President & Chief Executive Officer Director | Non-Independent |
|
|
Residence: |
Houston, Texas, U.S.A |
|
|
Age: |
64 |
|
|
Director Since: |
August 2007 |
Kevin A. Neveu is President, Chief Executive Officer and a Director of Precision Drilling Corporation and has held these positions since joining the company in 2007.
Mr. Neveu has over 43 years of experience in the oilfield services sector holding various engineering, manufacturing, marketing and management positions over his career. Previously, Mr. Neveu was President of the Rig Solutions Group of National Oilwell Varco in Houston and held senior management positions with it and its predecessor companies in London, Moscow, Houston, Edmonton and Calgary.
Mr. Neveu is currently the Chairman of the International Association of Drilling Contractors and a past advisor for the University of Calgary’s School of Public Policy. He is a former Corporate Board member of Finning International Inc., Bonanza Creek Energy Inc. and RigNet Inc. Mr. Neveu has also served on the Boards for a National Sports Organization as well as a Provincial Health Association.
Mr. Neveu holds a Bachelor of Science degree in Mechanical Engineering and is a graduate of the University of Alberta and is a registered Professional Engineer in the province of Alberta. He has also completed the Harvard Advanced Management Program in Boston, Massachusetts.
2024 Board and Committee Memberships |
||||
|
Attendance |
|
Total |
|
Board of Directors |
7/7 |
|
100% |
|
Audit Committee |
5/5 |
|
100% |
|
Corporate Governance, Nominating and Risk Committee |
4/4 |
|
100% |
|
Human Resources and Compensation Committee |
5/5 |
|
100% |
Past Voting Results |
||||
|
Votes FOR |
|
Votes WITHHELD |
|
2024 Annual Meeting |
7,963,039 (99.04%) |
|
77,555 (0.96%) |
|
2023 Annual Meeting |
6,027,384 (88.32%) |
|
797,003 (11.68%) |
Securities Held as at March 28, 2025 |
|||||
|
|
Value of Securities Held |
|
||
Securities Held |
Cost Basis(1)(2) |
Market Value(3) |
Complies with Share Ownership Guidelines (5x) |
||
330,963 |
Shares |
$31,628,692 |
$21,453,022 |
Yes |
|
n/a |
DSUs |
n/a |
n/a |
|
|
330,963 |
Total |
$31,628,692 |
$21,453,022 |
|
Notes:
2025 Management Information Circular 20
HOW WE OPERATE |
|
|
|
Integrity
We expect our directors to demonstrate deep engagement, diligently discharge their duties to both the Board and their committees, and always prioritize our best interests while upholding high standards of ethics and integrity.
This means:
All of our nominated directors have consistently met or exceeded our expectations. All directors:
Serving on Other Boards
We do not limit the number of other public company boards our directors can serve on, but the CGNRC discusses our expectations with potential candidates so they understand the time commitments and expectations before agreeing to be nominated as a director.
Members of the Audit Committee can serve on the audit committee of up to three other public companies as long as the Board determines that the other commitments will not limit the director’s ability to effectively serve on our Audit Committee. William Donovan and Lori Lancaster each serve on the audit committees of other public companies, and the Board has determined that those committee memberships do not interfere with their ability to serve effectively on our Audit Committee.
Many of our nominated directors are active corporate directors and hold positions on other boards. The Board and the CGNRC have reviewed the board memberships and determined that the directors have consistently demonstrated that they are able to, and do, devote the necessary time and attention to Precision to carry out their duties effectively and act in Precision’s best interests.
To the knowledge of the Corporation, and as the date of this Circular, the proposed nominees for election as a director of the Corporation have been a director of the following companies that have declared bankruptcy during the last 10 years:
2025 Management Information Circular 21
Director Orientation
Our orientation program familiarizes new directors with Precision, the drilling and well servicing industry and our expectations for directors. During the onboarding process, our new directors meet with our management teams and receive a comprehensive orientation manual. This manual encompasses comprehensive information about Precision, including our values and strategic plans, policies and governance guidelines, talent and performance management, succession planning and our annual operating and capital budgets. The CGNRC reviews the orientation manual periodically to ensure the content is current and appropriate.
New directors receive a copy of the charter of each committee on which they serve, along with access to our electronic board portal where they can review historical information presented and minutes of previous meetings. New directors also meet with each committee chair and with key management representatives for each committee to discuss recent activities and any issues or concerns relating to that aspect of our business or governance practices.
Board Interlocks
We do not have a policy on interconnecting directorships. Every year, our Board reviews directors’ independence. None of our directors currently serve together on any public or private company boards.
Avoiding Conflicts of Interest
Directors must disclose any potential conflicts of interest they may encounter in connection with our business. Some directors may hold managerial or director positions with customers or other oilfield service providers that could directly compete with us. Some may also be involved with entities that periodically provide financing or make equity investments in companies that compete with our operations. All conflicts are subject to the procedures and remedies set out under the Business Corporations Act (Alberta). If directors find themselves in a conflict of interest, it is their responsibility to advise the Chair and abstain from participating in any discussions and voting on the matter or excuse themselves from the meeting. Directors are required to complete the Code of Business Conduct and Ethics training and confirm annually (or as needed) that they are free from any conflict of interest.
Director Development and Continuing Education
Continuing education provides a valuable resource for our directors to enhance their skills, deepen their understanding of our business and operations and stay current with emerging issues impacting our business, governance and compensation practices. This ongoing learning initiative is not confined to formal educational programs, it extends to independent reading and networking opportunities. Some of our directors express a preference for this versatility and personalized methodology. Every quarter, we facilitate continuing education programs that cover a wide range of diverse topics that directors are welcome to attend in order to help them accomplish these goals.
Management provides regular updates on relevant topics and quarterly updates on emerging governance and regulatory matters. We also encourage directors to attend external educational events as appropriate. We reimburse directors for memberships in organizations dedicated to corporate governance and ongoing director education.
See Appendix C for a list of the educational programs attended by our directors in 2024.
HOW WE ARE ORGANIZED, SELECTED AND EVALUATED |
|
|
|
The Board of Directors oversees the conduct of our business, provides direction to management and ensures that all major issues affecting our business and affairs are given proper consideration. It believes in respect, trust and candor and fosters a culture of open dialogue.
The Board has established three independent standing committees to help it carry out its responsibilities effectively. It may also create special ad hoc committees from time to time to deal with other important matters. It may also delegate certain responsibilities to management from time to time, as permitted by law.
Each standing committee has a charter, and each standing committee chair has a position description that is approved by the Board. Guided by the committee chair, each standing committee establishes annual goals in consultation with its members and management. These goals align with the committee charter, our strategic vision, the annual business plan and insight gleaned from engagement with shareholders or governance organizations. To ensure accountability and effectiveness, each standing committee conducts quarterly assessments to evaluate progress toward achieving its annual goals.
2025 Management Information Circular 22
Our Committee Reports
Audit Committee
Each member of the Audit Committee must be independent and financially literate to meet regulatory requirements in Canada and the U.S., and the NYSE corporate governance standards. The Board looks at the director’s ability to read and understand the financial statements of a business similar in complexity to Precision to determine whether a director is financially literate. The Board has determined that each member of the Audit Committee is independent and financially literate within the meaning of National Instrument 52-110 and the corporate governance standards of the NYSE.
Each committee member is considered audit committee financial experts under the SEC rules because of their training and experience.
The Audit Committee reviews the Audit Committee charter and position description for the Audit Committee Chair annually.
Financial Reporting
Oversees the quality and integrity of financial reporting and reviews the following to provide recommendations to the Board for approval:
Internal Control Systems
Oversees the quality, integrity and performance of our internal control systems for finance and accounting, our internal audit function and our disclosure controls. The Audit Committee receives reports annually on the following:
External Auditors
Responsible for critical audit matters and oversees the external auditors (currently KPMG LLP):
The Audit Committee is also responsible for overseeing:
The Audit Committee met five times in 2024 and met in camera without management present at every meeting. It also met separately with the Director of Audit Services and with KPMG at every meeting.
2025 Management Information Circular 23
Corporate Governance, Nominating and Risk Committee
The Corporate Governance, Nominating and Risk Committee (CGNRC) is responsible for overseeing compliance with current governance requirements and monitoring emerging issues, developing and implementing governance best practices, and overseeing our approach to enterprise risk management. It is also responsible for conducting board and director assessments, director recruitment and nomination and onboarding.
The CGNRC also reviews and approves its charter and position description for the CGNRC Chair annually.
Board Operations
Oversees the Board operations from a governance perspective:
Board and Director Assessment
Assesses the overall effectiveness of the Board and committees:
Director Nominations
Recommends to the Board suitable director candidates for nomination for election:
Corporate Governance Principles
Carries out corporate governance initiatives:
Enterprise Risk Management (ERM)
Ensures Precision actively evaluates its business risks:
The CGNRC met four times in 2024 and met in camera without management present at every meeting.
2025 Management Information Circular 24
Human Resources and Compensation Committee
The Human Resources and Compensation Committee (HRCC) is responsible for human resources and compensation governance, talent management, succession planning, other employee-wide programs, and all matters relating to executive compensation. The average HRCC member tenure is eight years as of December 31, 2024.
The HRCC reviews the HRCC charter and position description for the HRCC Chair annually.
Director Compensation
Develops a competitive director compensation package with advice from independent external consultants (currently Meridian Compensation Partners):
Executive Compensation
Consults with management and seeks advice from an independent external consultant (currently Meridian Compensation Partners) to develop our compensation philosophy and reviews all compensation policies and programs for our executives and recommends them to the Board for approval.
The HRCC’s review and recommendations include:
The HRCC is also responsible for assessing compensation risk and overseeing the development and implementation of compensation programs, including incentive and equity-based plans.
Talent Management and Succession Planning
Monitors succession planning for the CEO and other key roles:
Other Major Human Resources Programs
The HRCC is responsible for overseeing the development and implementation of programs aimed at:
The HRCC met five times in 2024 and met in camera without management present at every meeting.
2025 Management Information Circular 25
Skills and Experience
Our Board must have the appropriate mix of skills and experience in order to provide appropriate direction to management and to ensure that all major issues affecting our business and affairs are given proper consideration. The CGNRC uses a comprehensive skills matrix to assess Board composition and recruit new director candidates as part of Board succession planning and execution.
The skills matrix below is aligned with our vision, strategy and five-year plan.
2025 Management Information Circular 26
Board Effectiveness
The CGNRC implements a comprehensive process for assessing board, committee and director effectiveness annually. This is a key mechanism for board renewal because it involves evaluating the performance, skills and contribution of each director. Through action plans, feedback and monitoring of progress, the CGNRC and Board can ensure continuous improvement of the Board’s effectiveness.
BOARD ASSESSMENT The Chair of the CGNRC conducts formal assessments of the Board and committees and the Chair of the Board interviews each Director. The assessment process covers the following topics, among others: ▪
Ideal qualities and skills of an effective Board
▪
Board Charter and Position descriptions of the Chairs of the Board and Committees
▪
Progress on action items arising from the Board evaluations is reviewed annually, and
▪
Results of the board evaluations are shared with directors and areas of strength and improvement are reviewed and aligned with the board and committee goals.
|
COMMITTEE ASSESSMENT Each committee Chair receives a peer evaluation, and each committee completes an assessment of its: ▪
Effectiveness as a committee, and
▪
Performance against the goals it sets for the year.
Each committee reviews its Charter and committee chair position description. The CGNRC also reviews the Board Charter and Chair of the Board position descriptions. |
DIRECTOR ASSESSMENT The Chair of the CGNRC and the Board Chair conduct the assessment of the directors. Directors offer input on ways to enhance the effectiveness of their peers and the Board through four components: ▪
An evaluation questionnaire to gather data to assess board skills, performance, qualities, and individual contributions,
▪
A peer assessment
▪
A self-assessment and
▪
Individual interviews with the Chair of the Board.
|
FEEDBACK The Chair of the CGNRC summarizes the assessment findings and proposes actions for review with the CGNRC and approval of the full Board where needed. The Chair of the Board then discusses the results of the individual evaluations with each director. The evaluation process also includes a review of potential gap areas based on the skill matrix. Directors receive personal feedback on their progress over the year and peer feedback from the Chair of the Board, as described above. |
Board Succession
The CGNRC is responsible for recruiting new directors and qualified candidates as identified by the Board, management and shareholders from time to time.
Tenure and Term Limits
The Board has decided not to establish term limits or a mandatory retirement policy at this time to avoid the possibility of prompting higher turnover and forcing experienced members to leave the Board prematurely, causing the Board to lose continuity and momentum. Additionally, the Board oversees directors' retirement and tenure plans as needed.
The average tenure of our nominated directors is approximately nine years. Over the same time frame, six directors have voluntarily retired, and five new directors have joined the Board. This successful and voluntary Board refreshment strategy continues to support our decision not to establish term or age limits.
The CGNRC reviews the Board’s position on term limits and a mandatory retirement age periodically.
Committed to Nominating Qualified Board Members
When recruiting new directors, the CGNRC considers our vision and business strategy, the skills and competencies of existing directors, and identifies gaps in Board skills. The committee also takes into account the attributes, knowledge and experience that potential new directors should bring to enhance the overall effectiveness of the Board. The CGNRC also considers achieving an appropriate level of diversity based on factors such as gender, ethnicity, geography, nationality, and culture background as part of this process, including the level of female representation on the Board. In the assessment of Board composition, and the identification of suitable candidates, the CGNRC will include a slate of Diverse Persons(2) for all open Board seats. We have achieved our target of 30% female representation on the Board as set out in Precision’s Diversity Policy.
Currently, 38% (three out of eight) of our Board members are female and 75% (six out of eight) self-identify as a Diverse Persons(2), as detailed in the following table.
2025 Management Information Circular 27
Position |
# Total(1) |
# of Female |
%of Female |
# of Racially/Ethnically Diverse |
% of Racially/Ethnically Diverse |
# of Diverse Persons(2) |
% of Diverse Persons(2) |
Board of Directors |
8 |
3 |
38% |
1 |
12% |
6 |
75% |
Executive Officers(3) |
5 |
1 |
20% |
2 |
40% |
3 |
60% |
Notes:
Independence
A majority of the directors must be independent for the Board to carry out its duties and responsibilities effectively. Seven of our eight nominated directors (88%) are independent.
The Board determines whether each director is independent, using criteria that meet the CSA’s standards as set out in National Instruments 52-110 and 58-101, National Policy 58-201 and the NYSE corporate governance standards. The Board has determined that Mr. Neveu is not independent because of his role as Precision’s President and Chief Executive Officer.
A director is considered independent if he or she does not have a direct or indirect material relationship with us. A relationship is material if it could reasonably be expected to interfere with a director’s ability to exercise independent judgement.
Strong and Committed Board ▪
The majority of our directors are independent
▪
All directors have senior leadership experience and represent a diverse mix of skills and experience, and
▪
All directors attended all board meetings and their respective committee meetings in 2024.
|
Directors must provide the CGNRC information about their business and other relationships with Precision (and our affiliates) and senior management (and their affiliates) when they join the Board and annually thereafter. They must advise the CGNRC if there is a material change to their circumstances or relationships that could affect the Board’s independence assessment. In 2024, the CGNRC determined that no material relations exist between Precision and the independent directors based on the completed questionnaires about employment history, affiliations, and family and other relationships.
Independent Chair
Steven Krablin has served as the Chair of our Board since May 2017 and is an independent non-executive director. Mr. Krablin has been a Precision director for approximately nine years – you can read more about Mr. Krablin in his profile on page 13.
The Chair provides leadership to the Board, is responsible for its effective functioning, and is the primary liaison between the Board and management. Duties include:
The Board approved a written position description for the Chair and reviews it every year. The position description is available in the corporate governance section of our website (www.precisiondrilling.com). |
Meeting In Camera
The independent directors meet without management at every Board and committee meeting. The Board met seven times in 2024. Board and committee meetings do not run for a fixed length of time, so directors have sufficient time for open and frank discussions about the agenda items and any issues of concern.
2025 Management Information Circular 28
WHAT WE PRIORITIZE |
|
|
|
Strategy and Budget
The Board is responsible for our strategic direction and approves our strategic plan annually.
Management develops the strategic plan and assesses strategic issues with the Board throughout the year. We hold an annual strategic planning session with the Board and management to review the strategic plan, discuss strategic issues, identify corporate opportunities and evaluate material risks facing our business. We also perform a look-back assessment of key strategic initiatives and recalibrate the strategic plan based on our progress, and establish annual corporate goals and objectives aligned with our strategic initiatives.
The Board holds an annual budget planning meeting with management to review and approve the business plan. Annually, the Board reviews and approves operating and capital budgets presented by management for the coming year.
The Board must approve all significant transactions, including key borrowing and financing decisions, and strategic acquisitions or divestitures.
Risk Oversight
We face many risks as part of our business activities, including operating, financial, governance, health and safety, environmental, cybersecurity, compensation, strategic and reputational risks (you can read more about our Risks in Our Business in our Annual Information Form, and our discussion of compensation risk starting on page 37 of the Circular).
The Board maintains a very active approach to overseeing the internal risk function. The Board performs timely review of all risk-related matters, including an assessment of Precision’s internal risk matrix and receiving quarterly updates from its delegated Internal Risk Committee. In addition, management provides quarterly comprehensive updates on risk to the Board and committees.
The Board has overall responsibility for risk oversight and assigns specific risks to its committees:
Committee |
Risk Responsibilities |
Audit |
Oversees financial risks |
Human Resources and Compensation |
Oversees compensation, talent management and succession risks |
Corporate Governance, Nominating and Risk |
Oversees overall governance and risk management framework cybersecurity and operational resiliency |
Cybersecurity is a critical component of our risk management program. The Board devotes significant time and attention to overseeing cyber and information security risks. Precision’s Chief Administrative Officer (CAO) provides a comprehensive cybersecurity report to the CGNRC at each committee meeting, which includes artificial-intelligence related issues.
Our Board also oversees the Company’s commitment, approach, planning, performance, monitoring and disclosure related to sustainability and material ESG matters, including quarterly reports on ESG mapping, materiality assessments and ESG-related risks. The CGNRC receives quarterly reports on climate-related risks, which include reviewing strategy, risk management and operating performance.
You can read about the specific activities of each committee beginning on page 23.
Internal Controls
The Board is responsible for overseeing the integrity of our internal controls and management information systems, and delegates oversight responsibility for the controls over accounting and financial reporting systems to the Audit Committee.
The Board and Audit Committee ensure that public reporting of our financial information is reliable and accurate, our transactions are appropriately accounted for, and our assets are safeguarded. Every quarter:
2025 Management Information Circular 29
Management evaluated the effectiveness of our system of internal control over financial reporting and concluded that the system was effective in providing reasonable assurance as of December 31, 2024. KPMG audited our internal controls over financial reporting as of that date and provided an unqualified opinion. It also provided an unqualified opinion on our consolidated financial statements for the 2023 and 2024 fiscal years.
CEO Oversight
The CEO is appointed by the Board and is responsible for leading our day-to-day business. The CEO's key responsibilities include articulating our vision, developing and implementing a strategic plan consistent with our vision, and focusing on creating value for shareholders.
The CEO’s annual objectives are specific and quantifiable. The HRCC recommends the CEO’s annual objectives to the Board for approval and the full Board assesses the CEO’s performance against these objectives at the end of the year.
Annually, the Board approves a position description for the CEO, which is available in the corporate governance section of our website (www.precisiondrilling.com). |
The Board has established clear limits of authority for the CEO, primarily focusing on financial matters, approval of significant or material transactions and any departures from the strategic plan. The CEO is accountable to the Board, and the Board conducts a formal review of his performance every year.
Succession Planning
The HRCC oversees succession planning for the CEO and other key roles in the organization and has an emergency succession plan if something unexpected happens.
Management provides annual updates to the HRCC, and the CEO meets in camera with the HRCC annually to review the depth of the talent pool and succession capacity for critical roles.
Our succession strategy is a combination of promotion from within and external recruitment for key positions. This ensures a smooth and timely transition at senior levels, minimizes disruptions caused by changes in leadership and maintains consistency in business strategy, practices and culture.
The Board considers a range of skills, experience and other qualifications, including the proportion of female executives, when considering executive appointments. We have not established gender targets for our executives because we believe the skills, qualifications and attributes of the candidate and the needs of the organization are the most critical factors in making leadership decisions. We believe the potential for strong leadership skills begins early in a person’s career, fostered by exposure to a wide variety of business opportunities, life experience, and leadership roles with increasing levels of scope and responsibility.
Our objectives are to have high performers in key roles across the organization and to ensure we have a stream of talented people to fill these roles in the future. Developing our people and filling most vacant positions from within helps retain high potential employees, while external recruiting allows for different perspectives and fresh thinking from outside the Company.
Management focuses its attention on all levels of leadership to ensure that there is a well-trained, highly capable talent pool, who have a broad range of business and functional experience and can contribute to a collaborative culture and support our values for building a sustainable and productive organization.
Talent/Human Capital Management Strategy ▪
Attract, develop and retain skilled employees with high potential
▪
Selectively hire seasoned executives and senior managers
▪
Provide competitive compensation to our employees
▪
Identify, assess and develop organizational talent
▪
Engage talent while monitoring employee development to drive high performance and retention, and
▪
Provide select talent with opportunities to present to the Board and invite them to Board functions where they can interact with directors and senior executives informally.
|
2025 Management Information Circular 30
HOW WE ARE COMPENSATED |
|
|
|
Our director compensation program is based on four principles:
Director compensation is paid only to non-management directors. Mr. Neveu is compensated in his role as Precision’s President and Chief Executive Officer (see page 51) and does not receive additional compensation for his role as a management director on the Board.
Aligning Director and Shareholder Interests
Our directors have a substantial financial interest in Precision because they:
You can read more about each director’s share ownership beginning on page 13.
Approach
The Board generally sets compensation aligned with the median (50th percentile) of a compensation peer group of public companies in the broader oilfield services industry. The HRCC uses this same peer group to benchmark executive compensation (see page 38).
The HRCC is responsible for reviewing director compensation every year and recommending the appropriate level and mix to the Board for approval. It considers the responsibilities, time commitment, risks, complexity of decision-making, best practices and general market trends in director compensation. It also refers to published compensation surveys and receives independent advice from an external consultant (currently Meridian).
2024 Director Compensation
Historically, we have paid directors a combination of cash and share-based compensation in the form of DSUs so they have a vested interest in Precision’s long-term success. A DSU is a phantom unit equal to the fair market value of a Precision share. Directors can choose to receive all or some of their annual cash retainer and other fees in DSUs.
The retainer covers all Board and committee memberships and meeting fees as well as other committee meetings directors attend as guests. Annually, the HRCC conducts a comprehensive review of director compensation to determine an appropriate level of retainer that reflects the scope of the duties and time commitment of our non-management directors. The Chair of the Board receives a higher retainer to reflect the scope of the role and increased responsibilities, and directors who serve as committee chairs also receive a higher amount to recognize their increased responsibilities and time commitment.
The table below shows the fees we paid to directors for the year ended December 31, 2024.
Name(1) |
Cash Fees Earned |
Share-based Awards(2) |
Option-based Awards |
Non-equity Incentive Plan Compensation |
Pension Value |
All Other Compensation |
|
Total(3) |
Michael R. Culbert(4)(5) |
$24,739 |
$79,936 |
— |
— |
— |
— |
|
$104,675 |
William T. Donovan |
$137,022 |
$164,426 |
— |
— |
— |
— |
|
$301,448 |
Steven W. Krablin |
$246,640 |
$164,426 |
— |
— |
— |
— |
|
$411,066 |
Lori A. Lancaster |
$116,469 |
$164,426 |
— |
— |
— |
— |
|
$280,895 |
Susan M. MacKenzie |
$137,022 |
$164,426 |
— |
— |
— |
— |
|
$301,448 |
Kevin O. Meyers |
$137,022 |
$164,426 |
— |
— |
— |
— |
|
$301,448 |
David W. Williams(5) |
$124,690 |
$164,426 |
— |
— |
— |
— |
|
$289,116 |
Alice L.Wong(5) |
$16,093 |
$166,779 |
— |
— |
— |
— |
|
$182,872 |
Notes:
Share-based awards are the portion of the annual retainer, meeting and other fees received as DSUs.
Directors are also reimbursed for travel expenses relating to Precision business.
2025 Management Information Circular 31
We pay the annual cash retainer in U.S. dollars to help us attract and retain strong global talent to the Board, which supports Precision’s long-term global operations strategy. The flat fee streamlines the compensation structure, caps director fees, and is a common corporate governance practice. Directors are not eligible to receive incentive awards other than DSUs.
The table below shows the 2024 director fee schedule.
In US$ |
Cash Retainer |
DSU Retainer |
Total Annual Retainer |
2024 Fixed Annual Retainer |
|||
Chair of the Board |
$180,000 |
$125,000 |
$305,000 |
Board member who serves as a committee chair |
$105,000 |
$125,000 |
$230,000 |
Board member |
$90,000 |
$125,000 |
$215,000 |
Outstanding Share-Based Awards
The table below shows all outstanding share-based awards in Canadian dollars for each non-management director as of December 31, 2024. We calculated the market or payout values using US$61.07, the closing price of Precision shares on the NYSE on December 31, 2024, the final trading day of the fiscal year and an annual average exchange rate of 1.3702.
Non-management directors do not participate in our existing Omnibus Equity Incentive Plan (the Omnibus Plan), as such they do not have any outstanding option-based or performance share units (PSU) and restricted stock units (RSU) awards.
Name(1) |
Number of DSUs that have not Vested (#) |
Market or Payout Value of DSUs that have not Vested ($) |
|
Market or Payout Value of Vested DSUs not Paid Out or Distributed |
William T. Donovan |
— |
— |
|
$1,724,775 |
Steven W. Krablin |
— |
— |
|
$2,445,858 |
Lori A. Lancaster |
— |
— |
|
$387,686 |
Susan M. MacKenzie |
— |
— |
|
$1,490,664 |
Kevin O. Meyers |
— |
— |
|
$1,637,590 |
David W. Williams |
— |
— |
|
$1,077,225 |
Alice L.Wong |
— |
— |
|
$166,150 |
Notes:
Director Share Ownership Guidelines
We believe that director share ownership is a good governance practice because it ensures directors have a stake in our future success and aligns their interests with those of our shareholders. Our directors are expected to own at least two times the amount of their annual retainer in Precision shares within four years of joining the Board. Directors can count shares (held directly or beneficially through a nominee) and deferred share units (DSUs) towards meeting the guidelines. In addition, DSUs cannot be redeemed until a director retires from the Board other than DSUs under our 2024 DSU plan which may be settled for Precision shares prior to a director retiring from the Board (see more about the DSUs in Appendix A - About DSUs, and about the Director Share Unit Plan in Appendix B – Summary of the Director Share Unit Plan beginning on page 75).
We use the actual purchase cost or the current market price (whichever is higher) to calculate share ownership. All directors met or have time to meet our ownership guidelines in 2024.
Communicating with the Board
The Board believes in the importance of ongoing engagement with shareholders to understand their concerns and sentiment and having a constructive dialogue about governance, executive compensation and other matters. The Board engages in and initiates regular shareholder outreach. We expect the nominated directors to attend the annual Meeting of shareholders, and to be available to speak to shareholders. The annual advisory vote on ‘say on pay’ is one way we receive formal feedback on executive compensation matters.
Shareholders can contact the Board, the Chair of the Board, or any of the committees or directors through Precision’s Corporate Secretary:
Precision Drilling Corporation
Suite 800, 525 – 8th Avenue SW
Calgary, Alberta T2P 1G1
Attention: Corporate Secretary
Email: corporatesecretary@precisiondrilling.com
Phone: 403.716.4500
2025 Management Information Circular 32
2025 Management Information Circular 33
At Precision, our compensation programs are comprised of base salary, and targeted short and long-term incentives. In the design of our programs, we aim to achieve the following: ▪
Align with shareholder interests
▪
Provide market competitive “targeted” compensation levels with a comparator peer group
▪
Provide a direct link between executive pay and share price, financial and operational performance, and
▪
Support our short-term and long-term business strategies.
You can vote on our approach to executive compensation. The Board has held a ‘say on pay’ vote every year since 2011 when it adopted the policy to hold an annual advisory vote on executive compensation. At the Meeting, you will have the opportunity to vote for or against our approach to executive compensation through the following resolution: “BE IT RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in Precision’s Management Information Circular delivered in advance of the 2025 Annual and Special Meeting of Shareholders.” While this is an advisory vote and the results are not binding on the Board, the vote is an important part of our ongoing engagement with shareholders about executive compensation and governance matters. The Board will take the voting results and other feedback into account when considering its approach to executive compensation in the future. We have typically received strong support from our shareholders with an average of 86% since 2011. In 2024, we received 78% in favour of our approach to executive compensation. The Board and the HRCC continue to seek input from our shareholders and monitor developments in executive compensation to ensure that our compensation practices and decisions and compensation risk oversight are appropriate. |
Please take time to read about our executive compensation program, which starts on page 36. The Compensation Discussion and Analysis section explains our approach, how executive compensation aligns with shareholder interests, the different program components and the decisions made by the Board about executive pay in 2024. |
|
2025 Management Information Circular 34
A MESSAGE FROM THE CHAIR OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE |
|
|
|
We believe our 'say on pay' vote is essential to our approach to executive pay. Since 2011, the Board has held an annual vote to ensure shareholder input and alignment with their interests. In 2024, we had 61% of our total shareholders participate in our 'say on pay' vote, yielding a 78% approval rate.
The HRCC and Board are committed to attracting, retaining, and engaging top talent for our senior leadership roles to drive our strategic objectives and positive shareholder returns. We remain committed to engaging with shareholders and incorporating their insights into our competitive, pay-for-performance compensation programs.
Summary of Engagements and Efforts
At Precision, shareholder engagement is a key pillar of our corporate governance. To foster open dialogue, our Board launched a formal shareholder engagement program in 2017, providing a platform to discuss executive compensation. Over the past eight years, we have actively sought and incorporated shareholder feedback into our compensation programs.
Engagement |
Approach |
Topics Discussed |
▪
Met with all shareholders requesting meetings and the majority of our top 25 actively managed shareholders.
▪
Retail investors held approximately 30% of total outstanding shares in 2024.
|
▪
Led by HRCC, engagement occurs via quarterly calls, investor presentations, industry conferences, and individual meetings.
▪
Shareholder feedback is regularly reported to the Board and used in executive compensation and sustainability discussions.
|
▪
Executive compensation and ‘say on pay’ proposals.
▪
Economic and geopolitical impacts on operations.
▪
Strategic initiatives, including investments in Alpha™ and EverGreen™ technologies.
▪
Financial structure and share-based compensation accounting.
|
In 2024, our HRCC and management team engaged with shareholders and leading proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis. These discussions helped us better understand their methodologies for peer group selection and their approach to quantitative and qualitative analyses.This engagement remains essential in shaping our compensation strategies and governance practices.
Competing for Talent and Paying for Performance
The HRCC and Board are committed to attracting, retaining, and engaging top talent for our senior leadership roles to drive our strategic objectives and positive shareholder returns. With increasing competition for executive talent in the oilfield services sector, intensified by technological advancements and industry growth, Precision must offer competitive compensation to retain key leaders. Our approach aligns pay with that of direct industry peers competing for similar talent.
The Board and HRCC believe executive compensation should be largely performance-based, tied to financial and operational goals, and aligned with shareholder returns. Currently, 83% of the CEO’s pay and 75% of NEOs’ pay is “at risk,” consisting of short- and long-term incentives.
Managing this approach amid the cyclical nature of the oilfield services industry presents challenges, but the HRCC conducts annual reviews to ensure alignment with corporate strategy. We have implemented a balanced mix of pay, metrics, and plan governance to drive executive performance and create shareholder value. Details on our compensation philosophy, peer groups, incentive plans and key decisions influenced by shareholder feedback, can be found in the Compensation Discussion and Analysis section on page 36.
Our Commitment to Shareholders
Our executive compensation approach balances market realities with setting strong financial and operational goals, retaining top talent, and driving long-term shareholder value. We remain committed to refining our strategy, staying agile in response to market shifts and governance practices, and engaging directly with shareholders.
We welcome your feedback and the opportunity to discuss these matters further. To arrange a meeting with me, Chair of the HRCC, please contact me through email at investorrelations@precisiondrilling.com.
Thank you for your continued support.
Sincerely,
/s/ Kevin O. Meyers
Dr. Kevin O. Meyers
Chair of the Human Resource and Compensation Committee
2025 Management Information Circular 35
WHAT IS OUR COMPENSATION OVERSIGHT AND PROCESS |
|
|
|
Compensation Discussion and Analysis
Compensation Governance
We have designed our executive compensation program to align with our pay-for-performance philosophy, support our corporate strategy, and drive shareholder value over the long-term. The Board has final approval of all decisions about executive compensation.
The HRCC is tasked with ensuring that our compensation policies, plan designs, and compensation decisions are consistent with our high governance standards and support our pay-for-performance philosophy.
The HRCC is 100% independent and is responsible for oversight of our human resources policies, employee programs, and every aspect of executive compensation. This includes assessing corporate and individual performance and making compensation recommendations for our senior executives to the Board for its review and approval. The HRCC also reviews and approves the compensation disclosure in this Circular.
Qualified and Experienced Committee
All four members of the HRCC (Dr. Kevin Meyers, the Committee Chair, Susan MacKenzie, David Williams and Steven Krablin, our Chair of the Board) are highly qualified and represent a diverse mix of skills to effectively carry out its duties and responsibilities on behalf of the Board and Precision’s shareholders.
Skills and Experience |
Number of Committee Members |
Business or industry experience |
4 of 4 |
Financial background |
4 of 4 |
Human resources or compensation experience (including compensation committees of other public companies or organizations) |
4 of 4 |
Senior leadership experience |
4 of 4 |
Our Compensation Practices
Role of the Independent Compensation Consultant
Since 2019, the HRCC has engaged Meridian Compensation Partners (Meridian) as its independent advisor for research and analysis on executive compensation matters. Meridian provides insights on general compensation issues, competitiveness of pay levels, risks relating to compensation design, insights into market trends, and advice about technical matters. The HRCC takes this information into account, but ultimately makes its own recommendations and decisions.
The HRCC and management regularly assess the independence of the compensation consultant, and in 2024 confirmed that Meridian’s work has not raised any conflicts of interest.
The table below shows the total fees paid to our external consultant in the last two years:
Year Ended as of December 31 |
2023 |
2024 |
Executive compensation-related fees (HRCC) |
$192,290 |
$208,350 |
All other fees (pension and benefits consulting) |
— |
— |
Total fees |
$192,290 |
$208,350 |
Role of Management
In addition to the support of the independent compensation consultant, management regularly provides data, analysis and recommendations to the HRCC specific to our compensation programs and policies for personnel below the CEO and other NEOs. Management administers the programs and policies as directed by the HRCC and provides ongoing review of the effectiveness of our compensation programs, and the alignment with our strategic objectives.
2025 Management Information Circular 36
The HRCC holds regular sessions in camera without management present at every meeting to discuss compensation decisions and any other matters relating to the design and governance of the executive compensation programs.
Managing Compensation Risk
The HRCC monitors governance issues and industry developments and conducts an on-going internal risk assessment using a framework developed by our independent consultant. It also engages our independent consultant to conduct a formal compensation risk assessment every two years as part of its regular oversight and in response to changes to Canadian and U.S. regulatory requirements and the increasing scrutiny of governance practices generally.
In 2024, Meridian reviewed the following seven areas of compensation risk and did not identify any material risks that could reasonably have a material adverse effect on Precision:
Compensation Design and Decision Making
Executive compensation at Precision is designed to support the Company’s corporate strategy and pay-for-performance philosophy. Decisions about executive pay are a direct result of assessing our corporate, individual and share price performance. Our customers continually challenge us to deliver our services faster and safer, while also enhancing well economics. With these challenges in mind, attracting, retaining, and engaging leaders to deliver our strategic objectives and drive shareholder returns is the primary focus of the HRCC and the Board. Specifically, the Board deems the retention of the current leadership to be a high priority to position the Company for continued long-term success.
Our compensation program must be competitive to attract, engage and retain high-performing, global executives. Executive compensation must also be appropriate and defensible in the eyes of regulators, shareholders, and industry groups.
Our compensation program:
Executives participate in the same compensation programs as our other salaried employees. However, a higher portion of executive pay is variable / at-risk and not guaranteed.
Compensation Highlights
The HRCC has developed a compensation framework that aligns the interests of our executives and shareholders. The HRCC values any feedback it receives from shareholders and other stakeholders to ensure that the framework continues to be appropriate and reflects good governance practices. The summary below sets out what we do and what we do not do.
WHAT WE DO |
WHAT WE DO NOT DO |
✓
Align pay with financial, strategic, operational, and individual performance results
✓
Conduct a compensation risk assessment every two years
✓
Engage with an independent compensation consultant
✓
Conduct an annual review of executive compensation as compared to our Compensation Peer Group
✓
Provide double-trigger vesting in the event of a change-in-control
✓
Engage with shareholders for feedback regarding our approach to executive compensation
✓
Allow for Clawbacks, per our policies
|
No excessive risk taking in incentive plan design
No tax gross ups
No guaranteed bonuses
No granting bonuses solely based on discretion
No guaranteed annual increases in base salary
No hedging of Precision shares
No re-pricing of underwater stock options
No “single-trigger” change in control payments or benefits
No adjustments to Board approved incentive metrics or targets during a performance period
No bonuses linked to acquisitions
|
2025 Management Information Circular 37
Compensation Philosophy
Precision operates in a highly competitive market for talent. As such, we set forth a compensation philosophy that enables us to attract the highest quality executive level talent, retain them for the long-term, and engage and reward them for achieving strong performance against our short-term and long-term strategic objectives. We start with a targeted mix of pay that is heavily weighted toward variable or “at-risk” compensation, with the CEO being 18% fixed and 82% variable in 2024. In terms of our “fixed” compensation or base salary for our executives, we target alignment with the 50th percentile of our Compensation Peer Group. Our executive pay is deemed variable or “at-risk” through our short-term and long-term incentive plans, which utilize targeted amounts aligned with the 50th percentile of our Compensation Peer Group, and "realized" amounts aligned with the 75th percentile should above target or stretch performance be achieved. “Realized” compensation is determined through the achievement against stretch metrics which are share price relative to our PSU Peer Group and our strategic financial and operational objectives. Further details on our incentive plans can be found in the remainder of this section of the Circular.
Benchmarking
We benchmark executive compensation with the aim to attract, engage, and retain global talent and remain competitive in markets where we operate. The HRCC works with Meridian and our human resources group to review market data and establish a peer group of public companies that we compete with for executive talent. We also look at these companies to assess compensation trends and market practices.
Total compensation for each executive is based on several factors, including individual performance, leadership, global responsibilities, collaboration, experience, education, succession planning considerations, competitive pressures and internal equity.
We aim to align base salaries and total direct compensation aligned with or near the median (50th percentile) of our Compensation Peer Group.
Compensation Peer Group
Our Compensation Peer Group, which includes contract drilling, well servicing, and offshore drilling companies, has been carefully selected based on comparability to Precision – comparable business lines and similarity in size, complexity, operating regions and style of operation. Our Compensation Peer Group also includes companies from the broader oilfield services sector that we compete with for global talent, market share and customers.
Our growth over the last several years, as well as our future growth plans, are primarily focused in the U.S. and our international regions. In fiscal 2024, 42% of our revenue was from our U.S. and international operations, and 58% was from our operations in Canada. Our leadership team is centralized in Houston, Texas and we compensate them in U.S. dollars. With assistance from Meridian, we review the companies included in our Compensation Peer Group annually and include both Canadian and U.S.-based companies. Establishing a peer group that consists of a mix of Canadian and U.S.-based companies reinforces our strategy of attracting and retaining the best talent in the drilling services market to drive value to shareholders over the long term.
The HRCC works with Meridian on the peer group analysis, examining eight metrics that provide a reasonable assessment of comparability to establish a peer group of companies that is relevant and appropriate.
▪
Revenue
▪
Earnings before interest, taxes, depreciation, and amortization (EBITDA)
▪
Assets
|
▪
Total employees
▪
Market capitalization
▪
Enterprise value
|
▪
Geographic footprint
▪
Complexity of service offerings
|
For benchmarking purposes, a review is performed of the proxy materials of peer companies. If compensation data for equivalent executive positions is not publicly available, we use third party compensation survey data, and relevant information from other companies in the energy services sector that have revenue of a similar size, as well as similar operational makeup.
The HRCC reviews our Compensation Peer Group every year (more frequently if there are mergers, acquisitions or other industry developments) to ensure the group is appropriate for compensation planning purposes.
We use a different peer group to assess our relative TSR performance under our PSU plan. This group consists of companies we compete with for investors (see page 48 for details). |
2024 Compensation Peer Group
We benchmarked compensation levels for 2024 against the following 16 companies.
▪
CES Energy Solutions Corp.
▪
Diamond Offshore Drilling, Inc.
▪
Enerflex Ltd.
▪
Ensign Energy Services, Inc.
▪
Forum Energy Technologies, Inc.
▪
Helmerich & Payne, Inc.
|
▪
Liberty Oilfield Services, Inc.
▪
Mattr Corp.
▪
Nabors Industries Ltd.
▪
Noble Corp.
▪
Oil States International, Inc.
▪
Pason Systems
|
▪
Patterson-UTI Energy, Inc.
▪
RPC, Inc.
▪
Secure Energy Services Inc.
▪
TETRA Technologies, Inc.
|
2025 Management Information Circular 38
With our operations spanning across Canada, the U.S. and the Middle East, the HRCC is confident that our Compensation Peer Group is appropriate. Aligned with our philosophy of targeting the median for setting compensation, we also aim to be positioned near the median for the relevant metrics of size and operational complexity we compare. Among the metrics used to determine comparability are revenue (42nd percentile), EBITDA (69th percentile), assets (57th percentile), market capitalization (51st percentile), enterprise value (49th percentile), employee count (69th percentile), geographic footprint and complexity of service offerings. Of the financial factors listed, in 2024, Precision was on average at the 56th percentile of our Compensation Peer Group.
2025 Compensation Peer Group
The HRCC, with guidance from Meridian and input from management, conducted a review of the 2024 Compensation Peer Group and determined that Diamond Offshore Drilling, Inc. should be removed due to it being acquired by Noble Corp., with no further modifications to the peer group.
▪
CES Energy Solutions Corp.
▪
Enerflex Ltd.
▪
Ensign Energy Services, Inc.
▪
Forum Energy Technologies, Inc.
▪
Helmerich & Payne, Inc.
|
▪
Liberty Oilfield Services, Inc.
▪
Mattr Corp.
▪
Nabors Industries Ltd.
▪
Noble Corp.
▪
Oil States International, Inc.
|
▪
Pason Systems
▪
Patterson-UTI Energy, Inc.
▪
RPC, Inc.
▪
Secure Energy Services, Inc.
▪
TETRA Technologies, Inc.
|
Third-Party Advisory Service Firms' Peer Selection Process
In previous years, a proxy advisory firm evaluated Precision’s pay and performance by comparing to a specific set of Canadian-only companies. This set included a limited number of direct peers, along with a larger group of less relevant Canadian industrial companies. Our peer selection process is thorough and disciplined and involves input and analysis by the HRCC’s independent compensation consultant and consists of Canadian and U.S. companies as outlined above. We believe that a group of only Canadian companies is not appropriate, as we do not only target Canadian talent for our senior executive positions, who are all based in the U.S. Furthermore, many of the companies included by the proxy advisory firm do not compete within the drilling and oilfield services industries and are not subjected to the same business cycles and risks as Precision. Precision’s long-term growth strategy includes U.S. and international operations. Since 2014, over 75% of our rig additions have been in our U.S. or International markets. Based on these facts, and to support our long-term strategy, all of our leadership team is based in Houston, Texas and paid in U.S. dollars. Accordingly, our 2025 Compensation Peer Group of 15 publicly traded companies includes 9 comparable U.S. companies out of 15 total peers that we compete with for talent, market share and customers.
Components of Executive Compensation
Total direct compensation for our executives includes a mix of fixed and variable /at-risk pay. In 2017, shareholders approved the existing Omnibus Plan, which allows the Board to settle the short- and long-term incentive awards in cash, shares (issued from treasury or purchased on the market) or a combination of both.
|
Compensation Component |
Target |
Form |
Performance |
Payout |
Fixed |
Base Salary
|
15 - 30% |
Cash |
One year |
▪ Fixed annual cash salary paid over the year
|
Variable / At-risk |
Short-term incentive |
20 - 25% |
Cash |
One year |
▪ Value based on annual performance against corporate and individual performance metrics (between 0% - 200% of target) with payouts calculated as a percentage of base salary paid in the calendar year
|
Long-term incentive |
50 - 60% |
Performance |
Three years (cliff vest) |
▪
Value depends on performance multiplier (between 0.0x - 2.0x of target units based on our performance against three-year performance metrics), which metrics are currently 100% based on TSR, and our share price when units vest
▪
Settled in cash, equity or a combination of both
|
|
|
|
Restricted |
Three years (one-third vests each year) |
▪
Value depends on our share price when the units vest
▪
Settled in cash, equity or combination of both
|
|
|
Stock options(1) |
Seven years (one-third vests each year over three years) |
▪
Value depends on the appreciation in our share price relative to the strike price
▪
Settled in equity
|
Notes:
2025 Management Information Circular 39
Compensation Pays Out Over Time
Our compensation program emphasizes variable / at-risk pay. Incentive awards account for the majority of executive pay and payout over time, based on performance as noted in the table above.
Compensation decisions are based on both corporate and individual performance, demonstrating the strong linkage between pay and performance. Long-term incentives are equity-based, aligning with shareholder interests because the ultimate value of the award is based on share performance.
Share Ownership Guidelines
We encourage our executives to own Precision shares, so they have a vested interest in our long-term success.
Executives are expected to build their equity ownership to meet the share ownership guidelines within five years of assuming their position and can count earned RSUs and PSUs that are to be paid in shares toward meeting the guidelines. Stock options cannot be counted toward meeting the guidelines.
Our CEO is required to hold five times his annual base salary, while the other NEOs aim for two times their base salary. We calculate share ownership based on the actual purchase cost or the current market value of our shares (whichever is higher).
See page 42 for information about the share ownership of each NEO.
2025 Management Information Circular 40
Decision-Making Process
We have a formal process for reviewing the compensation program, setting targets and objectives, assessing performance and making final decisions on executive pay each year.
2025 Management Information Circular 41
WHO WE PAID IN 2024 |
|
|
|
Kevin A. Neveu | President and Chief Executive Officer Kevin Neveu is President and Chief Executive Officer and a Director of Precision Drilling Corporation and has held these positions since joining the Company in 2007. Mr. Neveu has over 43 years of experience in the oilfield services sector holding engineering, manufacturing, marketing, management and senior leadership positions over his career. Previously, Mr. Neveu was President of the Rig Solutions Group of National Oilwell Varco in Houston and held senior management positions with it and its predecessor companies in London, Moscow, Houston, Edmonton and Calgary. |
|
Owns 330,963 Precision shares; meets 5x shares ownership guidelines |
|
Carey T. Ford | Chief Financial Officer Carey Ford was appointed to his current position in 2016. He joined Precision in 2011 and served as Vice President, Finance & Investor Relations and Senior Vice President, Finance Operations before being named Chief Financial Officer in 2016. Mr. Ford has a BBA and MBA from the University of Texas at Austin and holds a Chartered Financial Analyst designation. Prior to joining Precision, Mr. Ford spent seven years as an investment banker, serving clients in the oilfield service sector. Mr. Ford serves on the Board of XtremeX Mining Technology Inc. and is a past board member and co-president of The Children's Fund. |
|
Owns 68,281 Precision shares; meets 2x shares ownership guidelines |
|
Gene C. Stahl | President, North American Drilling Gene Stahl was appointed as President, North American Drilling in 2023 and previously held the position of Chief Marketing Officer since 2019. Since joining Precision in 1993, Mr. Stahl has progressed his way through the organization holding several positions with increasing responsibility, including Contracts, Investor Relations, Engineering, Manufacturing, Rig Construction, Procurement, Field Training and Development, and Health, Safety and Environment (HSE). Mr. Stahl holds a Bachelor of Arts degree in Economics from the University of Calgary and is a graduate of the Harvard Business School, Advanced Management Program. He also serves as a member of the executive committee of the International Association of Drilling Contractors as well as the Chairman of the North American land advisory. |
|
Owns 72,315 Precision shares; meets 2x shares ownership guidelines |
|
Veronica H. Foley | Chief Legal and Compliance Officer Veronica Foley joined Precision in 2010 and has served in her current position as the Chief Legal and Compliance Officer since 2016. She oversees the legal and compliance departments, ESG, internal audit, and business development functions. She has over 20 years of experience in the energy industry and previously practiced law at Norton Rose Fulbright, LLP advising major corporations and financial institutions. Ms. Foley serves on the Board of Spindletop Community Impact Partners and the Institute of Hispanic Culture of Houston. Ms. Foley holds a Bachelor of Arts degree in Psychology and French from Baylor University and a Doctor of Jurisprudence degree from South Texas College of Law. |
|
Owns 48,759 Precision shares; meets 2x shares ownership guidelines |
|
Shuja U. Goraya | Chief Technology Officer Shuja Goraya, appointed Chief Technology Officer in July 2018, plays a pivotal role in Precision Drilling's digital transformation journey. He leads the development and commercialization of strategic rig automation technologies, harnessing drilling domain expertise, data, AI, and robotics to drive efficiency and sustainability. Mr. Goraya concurrently oversees Precision Drilling's international operations, leveraging his vast industry experience to bring innovative solutions to global markets. Mr. Goraya brings over 30 years of proven expertise in the oil and gas industry. Before Precision Drilling, he held diverse roles in operational management, business development, and technology at Schlumberger (SLB) across various regions, including the United States, Canada, the Middle East, Africa, and Asia. |
|
Owns 48,385 Precision shares; meets 2x shares ownership guidelines |
Notes:
2025 Management Information Circular 42
WHAT WE PAID IN 2024 |
|
|
|
Base Salary
Executives receive a base salary as fixed pay for performing their day-to-day responsibilities. The amount is based on each executive’s experience, education, time in the role, performance, internal equity and market competitiveness (see page 38 for information about benchmarking and page 39 for our 2025 Compensation Peer Group). The base salaries for the CEO and the NEOs for 2024 and 2025 are included in the table below. The CEO has not received a change in base salary since 2017, with the exception of a voluntary reduction by 20% in 2020, which was reversed in 2021. The increases for the NEOs were aligned with a standard cost of living adjustment.
Named Executive |
March 1, 2024 |
March 1, 2025 |
Percentage Increase |
|
(US$) |
(US$) |
|
Kevin A. Neveu |
$800,000 |
$800,000 |
0.0% |
Carey T. Ford |
$470,000 |
$479,400 |
2.0% |
Gene C. Stahl |
$460,000 |
$469,200 |
2.0% |
Veronica H. Foley |
$425,000 |
$433,500 |
2.0% |
Shuja U. Goraya |
$425,000 |
$433,500 |
2.0% |
Short-term Incentive Plan (STIP) |
|
Form |
Annual cash bonus(1) |
Who participates |
Salaried, non-overtime employees, based on job roles and responsibilities |
Purpose |
Variable compensation tied directly to annual corporate, financial, and individual performance objectives |
Target award |
Target award is based on the executive’s role and level, and expressed as a percentage of base salary |
Final award |
▪
The actual or “realized” award is based on corporate (100%) performance
▪
Capped at 200% of the executive’s target
|
Corporate modifier |
▪
The Board can also use informed judgement to increase or decrease the STIP awards based on our performance for the year, including the achievement or failure of strategic initiatives, any safety related incidents or extenuating circumstances
▪
The Board can adjust the corporate result by +/- 25 percentage points (corporate modifier)
|
Forfeiture |
See Termination and Change of Control on page 59 |
Notes:
The STIP Scorecard
The STIP scorecard includes a balance of financial, strategic, ESG and operational metrics that focus executives on the successful execution of our strategic initiatives – all of which are critical to the success of our High Performance, High Value strategy.
Corporate Performance Metrics (100%)
The HRCC sets performance metrics at the beginning of each year based on our business objectives, management’s recommendations, and market conditions. Each metric has a weighting and a threshold, target, and maximum (stretch) objective, which are approved by the Board and are not adjusted throughout the year.
At the end of the year, the HRCC assesses actual corporate performance based on the achievement of our objectives and assigns a score for each metric. The corporate component is the sum of the metrics, and it ranges from zero to 200% of the STIP target.
Corporate Modifier
The Board can use its informed judgement to apply a corporate modifier to the corporate performance score, adjusting it up or down by up to 25%. The corporate modifier was introduced in 2015.
Management provides quarterly updates to the HRCC that identifies both positive and negative factors that the HRCC should consider that are not quantified in the STIP scorecard. At the end of the year, the HRCC considers our progress on strategic deliverables that support our five-year strategic plan that are not quantified in the STIP scorecard, and any extenuating circumstances and provides a recommendation for the corporate modifier to the Board for approval. The corporate modifier cannot be applied to increase the corporate performance score above 200%.
After a comprehensive review of the scorecard and results, the Board determined not to utilize the corporate modifier to adjust the calculated score in 2024.
2025 Management Information Circular 43
2024 Corporate Performance Score |
Metric Weighting |
Threshold |
Target |
Maximum |
Actual Performance |
= |
Weighted Score |
|
|
|
|
|
|
|
|
|
|
Financial Performance Metrics |
72.00% |
|
|
|
|
|
73.30% |
|
STIP Adjusted EBITDA (1) |
47.00% |
$450,000,000 |
$615,000,000 |
$700,000,000 |
$568,600,000 |
|
40.40% |
|
Measures our growth |
|
|
|
|
|
|
|
|
Return on Capital Employed (2) |
5.00% |
2.50% |
5.00% |
10.00% |
8.04% |
|
4.02% |
|
Measures our profitability |
|
|
|
|
|
|
|
|
STIP Cash Flow (3) |
20.00% |
$200,000,000 |
$260,000,000 |
$320,000,000 |
$286,600,000 |
|
28.88% |
|
2024 strategic objective |
|
|
|
|
|
|
|
|
Operational Excellence/ ESG Performance Metrics |
18.00% |
|
|
|
|
|
9.54% |
|
Mechanical downtime |
3.00% |
1.00% |
0.90% |
0.80% |
0.88% |
|
3.60% |
|
Low unplanned mechanical downtime lowers costs, increases revenue, and supports our High Performance, High Value customer service |
|
|
|
|
|
|
|
|
Employee retention |
3.00% |
85.00% |
90.00% |
95.00% |
86.46% |
|
1.94% |
|
A key factor supporting our future growth and High Performance, High Value customer service |
|
|
|
|
|
|
|
|
Safety performance(4) |
|
|
|
|
|
|
|
|
A key factor supporting our future growth and High Performance, High Value customer service |
|
|
|
|
|
|
|
|
Total Recordable Incident Rate (TRIR) |
3.00% |
0.93 |
0.85 |
< 0.78 |
1.61 |
|
0.00% |
|
SIF Unmitigated Rate |
4.00% |
0.90 |
0.70 |
< 0.50 |
Q1: 1.05 |
|
0.00% |
|
|
|
|
|
|
Q2: 1.09 |
|
|
|
|
|
|
|
|
Q3: 0.98 |
|
|
|
|
|
|
|
|
Q4: 0.60 |
|
|
|
Triple Target Zero |
3.00% |
0.29 |
0.28 |
0.26 |
Q1: 0.44 |
|
0.00% |
|
|
|
|
|
|
Q2: 0.26 |
|
|
|
|
|
|
|
|
Q3: 0.46 |
|
|
|
|
|
|
|
|
Q4: 0.24 |
|
|
|
ESG Initiatives |
2.00% |
The Board reviews the quality, quantity, and impact of ESG focused initiatives undertaken throughout the year to determine performance |
Above Target |
|
4.00% |
|
||
Strategic Initiatives |
10.00% |
|
|
|
|
|
14.30% |
|
R&M Optimization |
5.00% |
Performance for our strategic initiatives is evaluated based on predefined metrics and targets. |
At Target |
|
5.40% |
|
||
International EBITDA |
2.00% |
Above Target |
|
4.00% |
|
|||
Maintenance Capital Optimization |
3.00% |
Above Target |
|
4.90% |
|
|||
Corporate Performance Score |
100.00% |
|
|
|
|
|
97.14% |
|
Notes:
2025 Management Information Circular 44
2024 STIP Payouts
The table below shows the 2024 STIP payouts for each NEO, which were paid in March 2025. Targets for the 2024 metrics were approved by the Board in early February 2024. During the performance period, no adjustments were made to any metrics or targets. The payout amounts were calculated utilizing the pro-rated base salaries paid during the calendar year.
Named Executive |
2024 STIP Eligible Base Salary(1) |
STIP Target % |
Corporate Performance |
Corporate Modifier |
STIP Payout(1) |
Kevin A. Neveu |
$1,096,176 |
110.00% |
97.14% |
0.00% |
$1,171,308 |
Carey T. Ford |
$641,757 |
85.00% |
97.14% |
0.00% |
$529,893 |
Gene C. Stahl |
$628,055 |
85.00% |
97.14% |
0.00% |
$518,579 |
Veronica H. Foley |
$580,097 |
75.00% |
97.14% |
0.00% |
$422,630 |
Shuja U. Goraya |
$580,097 |
85.00% |
97.14% |
0.00% |
$478,981 |
Notes:
Long-term Incentive Plan (LTIP)
Our long-term incentive awards are granted at the beginning of each year to motivate executives and key employees to deliver strong future performance and achieve our strategic plan. It is specifically designed to:
We determine the value of the long-term incentive award for each position based on the target compensation mix relative to comparable positions in our Compensation Peer Group, as well as internal equity and overall market competitiveness.
The award can be allocated to three kinds of long-term incentives, which are similar to those offered by large issuers in our industry:
Notes:
Generally, the more senior the position, the greater the weighting placed on long-term incentives in overall target direct compensation. Our CEO and other NEO’s were historically awarded a long-term incentive mix of PSUs and stock options. In 2019, RSUs were introduced and in 2020 the HRCC determined that no stock options would be granted to reduce the dilution of Company shares and align more closely with our pay-for-performance philosophy and industry practice. Since 2020, the CEO and the NEOs have received their LTIP grant targeted value as 70% PSUs and 30% RSUs, a notably heavier weighting towards PSUs than our peer group average of 55%.
Long-term incentive awards can be forfeited in certain circumstances – see Termination and Change of Control on page 59 for more information. PSUs, RSUs and stock options cannot be assigned, except by will.
The HRCC and the Board do not consider previous grants of long-term incentive awards when determining new grants, except to consider the total limit on equity awards and individual limits, as part of the HRCC’s responsibilities for administering the Omnibus Plan.
Each award has different vesting and eligibility criteria as described in the following table.
2025 Management Information Circular 45
|
Performance Share Units |
Restricted Share Units |
Stock Options(1) |
Form of Award |
▪
Share-based awards
▪
Potentially dilutive(2)
|
▪
Share-based awards
▪
Potentially dilutive(2)
|
▪
Option to buy Precision shares at a price that is at least the fair market value on the grant date
▪
Plan is dilutive
|
Who Participates |
▪
Senior executives, including the CEO, other NEOs, and key corporate and operational employees
▪
Not open to non-management directors, all full-time employees are eligible participants
|
▪
Senior executives, including the CEO, other NEOs, and key corporate and operational employees.
▪
Not open to non-management directors, all full-time employees are eligible participants
|
▪
Senior executives, including the CEO, other NEOs, and key corporate and operational employees.
▪
Not open to non-management directors, all full-time employees are eligible participants
|
Vesting |
▪
Cliff vest at the end of three years
▪
Units earn dividend equivalents at the same rate as dividends declared and paid on our shares, if any (dividend equivalents are notionally reinvested as additional units)
|
▪
One-third vest each year over three years
▪
Units earn dividend equivalents at the same rate as dividends declared and paid on our shares, if any (dividend equivalents are notionally reinvested as additional units)
|
▪
One-third vest each year beginning on the first anniversary of the grant date
▪
Expire after seven years
▪
If the holder cannot exercise his or her stock options within ten business days of the normal expiry because of trading restrictions in our insider trading policy, we will extend the expiry date by seven business days from the end of the blackout period. The extension can be longer if the TSX or NYSE allows it and the Board approves it
|
Payout |
▪ Settled in cash, equity, or a combination of both based formula on page 47
|
▪ Redeemed for cash based on the volume weighted average price of Precision shares for the five trading days prior to, but not including the vesting date on the TSX (Canadian units) or on the NYSE (U.S. units), or settled for equity or a combination of cash and equity
|
▪
Based on fair market value (strike price) when the options are exercised
▪
The strike price is the volume weighted average trading price of a Precision share on the TSX (Canadian stock options) or the NYSE (U.S. stock options) for the five trading days prior to the grant date
▪
Options only have value if the price of Precision shares increases above the strike price
|
Notes:
2024 Long-term Incentive Awards
The table below shows the 2024 long-term incentive awards, which were granted in February 2024 to the CEO and other NEOs, which were allocated 70% PSUs and 30% RSUs.
Named Executive |
Long-term |
PSU Award Value |
PSU Award |
RSU Award Value |
RSU Award |
Kevin A. Neveu |
$4,288,880 |
$3,002,298 |
36,450 |
$1,286,582 |
15,620 |
Carey T. Ford |
$1,710,564 |
$1,197,233 |
14,810 |
$513,331 |
6,350 |
Gene C. Stahl |
$1,447,027 |
$1,012,919 |
12,530 |
$434,108 |
5,370 |
Veronica H. Foley |
$1,052,531 |
$736,448 |
9,110 |
$316,083 |
3,910 |
Shuja U. Goraya |
$1,052,531 |
$736,448 |
9,110 |
$316,083 |
3,910 |
Notes:
Grant values are based on the volume weighted average price of Precision shares for the five trading days prior to, but not including the grant date for the PSUs and RSUs of US$61.45. The grant values have been converted to Canadian dollars using the exchange rate of 1.3404.
2025 Management Information Circular 46
2024 Long-term Incentive Grant Mechanics
In 2024, the HRCC remained focused on continuing to align our programs with our strategic priorities of maintaining controllable costs, rewarding strong financial performance, and reducing debt in order to enhance shareholder value.
The HRCC made changes to the awards’ mechanics in 2020 based on feedback from shareholders and prevailing trends in our Compensation Peer Group and determined they would be carried forward for LTIP awards granted in 2024, which include the following:
2024 PSU Grants
PSUs are cliff vested at the end of a three-year performance period. PSUs granted in 2024 will vest in February 2027. The amount the executives ultimately receive depends on the resulting multiplier, determined by our PSU performance metrics, and our share price at the end of the vesting period. In 2024, the Committee determined the weighting for the PSU metrics would be based on 100% relative TSR, aligned with our goal to enhance shareholder value.
Notes:
Relative TSR – 100% weighting
Shareholder returns remain a key priority for Precision. Although macroeconomic events have disrupted conventional methods of valuation, traditional strategic actions, such as balance sheet improvement and share buybacks should ultimately translate into an increase in shareholder returns. Additionally, we believe relative TSR is an important measure of Company performance because it reflects our ability to outperform peer companies affected by similar market conditions. Precision’s ranking and the resulting multiplier are determined by comparing our three-year TSR against the TSR of our PSU Performance Peer Group using the scale below. With our TSR collar, there is also a cap on the payout amounts should absolute TSR results be negative. TSR is adjusted to reflect dividends paid over the period, and the HRCC may determine the multiplier using interpolation if our performance falls between ranges. In 2022, the Committee increased the required ranking for a 2.0x payout to the 85th percentile or higher based on shareholder feedback.
TSR Ranking |
Multiplier |
85th Percentile or higher |
2.0x payout |
50th Percentile (median) |
1.0x payout |
35th Percentile |
0.4x payout |
Below 35th Percentile |
zero payout |
2025 Management Information Circular 47
Relative TSR Performance Peer Group
Our PSU Performance Peer Group is made up of companies with similar business operations (onshore drilling services and completion and production services) that we compete with for investors. It is slightly different from our Compensation Peer Group, which includes comparable companies that we compete with for executive talent. We have also included the S&P 500 Index in our PSU Performance Peer Group.
The HRCC reviews our PSU Performance Peer Group at the time of award to make sure it is relevant and appropriate. Our independent consultant assists the HRCC in its review, and follows four key principles for establishing the group:
The HRCC reviewed our PSU Performance Peer Group in response to changes in the industry, to make sure we continue to assess our relative performance against a representative group. In 2024, the Committee continued to include a benchmark for the broader market's performance to represent the competition for investors outside of our sector.
The following 15 companies and 1 index make up our PSU Performance Peer Group for assessing relative shareholder return performance for the 2024 PSU awards:
▪
Calfrac Well Services Ltd.
▪
CES Energy Solutions Corp.
▪
Ensign Energy Services Inc.
▪
Helmerich & Payne, Inc.
▪
Mattr Corp.
▪
Nabors Industries Ltd.
|
▪
National Energy Services Reunited Corp.
▪
NextTier Oilfield Solutions, Inc.
▪
Patterson-UTI Energy, Inc.
▪
RPC, Inc.
▪
Secure Energy Services, Inc.
|
▪
Select Energy Services, Inc.
▪
TETRA Technologies
▪
Total Energy Services Inc.
▪
Trican Well Services Ltd.
▪
S&P 500 Index
|
TSR Collar
Starting with the 2020 PSU grants, the portion of PSUs tied to the relative TSR metric (100% in 2024) includes a collar provision on the multiplier that sets a cap at target (1.0x multiplier) in the event the Company experiences a negative absolute TSR at the end of the three-year performance period, regardless of the Company’s relative TSR ranking. The collar also sets a floor at threshold (0.4x multiplier) in the event the Company’s absolute TSR is greater than that of the S&P 500 Index at the end of the three-year period, regardless of the Company’s relative TSR ranking. A summary of the TSR Collar structure is shown below:
Absolute 3-Year TSR |
Impact on TSR Multiplier |
<0% |
Cap of 1.0x, regardless of relative TSR ranking |
>S&P 500 Index |
Minimum of 0.4x, regardless of relative TSR ranking |
At the end of the three-year performance period, the HRCC’s compensation consultant assesses Precision’s relative TSR performance. The HRCC reviews Meridian’s assessment, along with other relevant factors, and recommends a multiplier (ranging from zero to two) to the Board for approval.
PSU Payout Cap of 5.0x (Five Times) Grant Value
The maximum number of PSUs that may be earned is 2.0x the number granted. Additionally, beginning with the 2020 PSU grants, the HRCC has implemented a ceiling whereby it manages the Company’s financial exposure by capping total payout at 5.0x the original grant value, which can be achieved through any combination of share price appreciation and PSU multiplier.
2022 PSU Award Payouts
The 2022 PSU grants vested in February 2025. The award’s performance was based 100% on relative TSR performance. The awards were paid out in shares and cash, and settled subsequent to December 31, 2024.
Our TSR for the three-year period ending February 2025 was compared to our PSU Performance Peer Group for the 2022 PSU awards:
▪
Calfrac Well Services Ltd.
▪
CES Energy Solutions Corp.
▪
Ensign Energy Services Inc.
▪
Helmerich & Payne, Inc.
▪
Mattr Corp.
|
▪
Nabors Industries Ltd.
▪
National Energy Services Reunited Corp.
▪
Patterson-UTI Energy, Inc.
▪
RPC, Inc.
▪
Secure Energy Services Inc.
|
▪
Select Water Solutions
▪
TETRA Technologies, Inc.
▪
Total Energy Services Inc.
▪
Trican Well Service Ltd.
▪
S&P 500 Index
|
2025 Management Information Circular 48
Meridian provided the HRCC with a report of their assessment of our relative TSR ranking at the end of the three-year performance period, showing Precision had 45% total shareholder return over the three-year period resulting in the 67th percentile of the PSU Performance Peer Group.
Payout of 2022 PSU Awards
The payout multiplier as approved by the HRCC and the Board was 1.49x. The table below provides the payout details for the NEO’s.
Named Executive |
Number of PSUs Granted |
Final Multiplier |
Shares Received |
PSU Cash Payout Amount(1) |
Kevin A. Neveu |
48,310 |
1.49x |
39,410 |
$2,691,673 |
Carey T. Ford |
15,520 |
1.49x |
12,395 |
$886,689 |
Gene C. Stahl |
13,840 |
1.49x |
11,141 |
$783,453 |
Veronica H. Foley |
10,900 |
1.49x |
8,831 |
$612,311 |
Shuja U. Goraya |
10,900 |
1.49x |
8,831 |
$612,311 |
Notes:
All Other Compensation
Retirement Benefits
The NEOs participate in the same retirement plans as our other full-time employees, and participation is voluntary.
The Canadian program has three components:
Our U.S. program includes a 401(k) plan where we match participants’ contributions up to 5% of their cash compensation (base salary plus their STIP award). This plan is not considered a pension plan under Canadian law.
Employee Share Purchase Plan
Our employee share purchase plan encourages employees to become Precision shareholders and helps us attract and retain employees. The plan is open to Canadian and U.S. employees who have completed one full year of employment. All of the NEOs are eligible to participate in the plan.
Participants contribute up to 10% of their regular base salary through payroll deduction to purchase Precision shares. Currently, we match 20% of an employee’s contribution, and the employer contribution is a taxable benefit to the employee. All Precision shares purchased under the plan are acquired on the secondary market.
Any dividends paid are automatically reinvested to purchase additional Precision shares.
2025 Management Information Circular 49
Participants can change their contribution percentage and/or stop contributions up to two times per calendar year. No vesting conditions apply, so participants can sell or transfer their shares at any time (subject to the provisions of our Insider Trading Policy) and are required to pay the associated administrative fees. The table below shows the number of shares purchased by participants (including any applicable company match) through the plan for the previous three years:
as at December 31 |
2022 |
2023 |
2024 |
Number of shares purchased |
17,699 |
37,555 |
47,092 |
Number of shares outstanding |
13,558,525 |
14,336,539 |
13,779,502 |
Burn rate |
0.13% |
0.26% |
0.34% |
Other Benefits
Benefits are an integral part of total compensation and are important for attracting and retaining high performing employees in a highly competitive market.
Our Canadian, U.S. and International benefits programs offer competitive comprehensive coverage and cost sharing, and the NEOs participate in the same programs as our other employees. The programs consist of:
The NEOs also receive supplementary accidental death and dismemberment insurance benefits.
Perquisites
Executives receive limited perquisites that are consistent with the drilling and oilfield services industry and form part of a competitive compensation package. Each NEO receives a company vehicle (including operating costs) or a car allowance. Other perquisites, such as business club memberships and executive medical programs, vary by position.
See the Summary Compensation Table on page 55 for more information.
2025 Compensation Decisions
Base Salary
The CEO’s base salary for 2025 remains unchanged at US$800,000, as it has been since 2017. Modest increases of 2% were applied to the other NEOs salaries in 2025 to align with cost-of-living adjustments.
Short-term Incentives
No major changes were made to the 2025 STIP scorecard, which remains heavily weighted towards our financial metrics, and maintains ESG metrics as a component reflecting our commitment to the safety of our employees, customers, communities where we operate, and the environment. The individual component was removed from the scorecard for the CEO and other NEOs in 2022, making their STIP 100% based on company performance since that time. The CEO’s targeted amount for 2025 will remain at 110% of his base salary, with no adjustments made to the STIP targets for the other NEOs.
Long-term Incentives
In February 2025, the HRCC determined the 2025 PSU performance multiplier will be based 100% on relative TSR to continue our focus on shareholder returns. The CEO’s targeted grant amount for 2025 will remain at US$3,200,000, with no adjustments made to the LTIP targets for the other NEOs.
All of the construct changes implemented since 2020 to our LTIP awards were carried forward for 2025 awards, including:
2025 Management Information Circular 50
HOW OUR CEO IS COMPENSATED |
|
|
|
Kevin A. Neveu President and Chief Executive Officer Based in Houston, Texas CEO since 2007 |
2024 Strategic Priorities and Accomplishments
At the beginning of each year, Precision establishes its key strategic priorities and measures its results against these throughout the year. In 2024, Mr. Neveu successfully led the Company through another year of industry cyclicality caused by oil price volatility, continue low natural gas prices and economic uncertainty, and delivered on the Company’s strategic priorities.
Below is a summary of our 2024 strategic priorities and our accomplishments. A summary of our priorities and accomplishments for the last three years can be found on pages 2 to 4.
Leverage our scale and generate free cash flow
With strong demand for its services and Mr. Neveu's effective management of Precision's Super Series equipment, workforce, and cost structure, the Company delivered another year of strong free cash flow. Precision generated $482 million of cash provided by operations and met its debt reduction and share repurchase goals while building its cash balance by $20 million.
In Canada, we increased the utilization of our Super Single and teledouble rigs, driving Canadian drilling activity up 12% over 2023. Our Super Triple and Super Single rigs, which represent 80% of the Company's Canadian fleet, are nearly fully utilized. Internationally our drilling utilization days increased 37% in 2024 following the recertification and reactivation of four rigs in 2023. In 2024, we had eight active rigs in the Middle East, the majority of these rigs are under five-year term contracts that stretch into 2027 and 2028.
During the year, we also successfully integrated the 2023 acquisition of CWC Energy Services Corp. increasing well servicing rig operating hours 26% over 2023 levels, Completion and Production Services revenue 23%, and Adjusted EBITDA 30% year over year. The Company also achieved its $20 million annual synergies target from the acquisition. In three years, Mr. Neveu has transformed our well servicing business with two strategic acquisitions, which more than doubled Completion and Production Service revenue and Adjusted EBITDA(1) since 2021 and solidified Precision as the premier well service provider in Canada.
Reduce debt and increase free cash flow allocated to shareholders
In 2024, Precision reduced debt by $176 million, achieving the mid-point of its target range of $150 million to $200 million. Over the past three years, Precision has reduced debt by $435 million and is well on track to meet its revised long-term debt repayment target of $700 million between 2022 and 2027.
Precision also increased its free cash flow allocation to shareholders, repurchasing $75 million of common shares compared to $30 million in 2023. Precision repurchased and cancelled 833,614 common shares in 2024, accounting for approximately 6% of our available public float.
Mr. Neveu has prioritized Precision’s capital allocation plans since 2015, allocating $1.5 billion of its free cash flow to debt repayments and share buy backs, while investing $1.3 billion in its fleet and completing two acquisitions.
Deliver operational excellence, strengthen our competitive position, and extend market penetration of our AlphaTM and EverGreenTM products
Mr. Neveu continues to differentiate Precision from the competition with a strategic focus on Super Series equipment, commercially deploying digital and emissions-reducing technologies, and developing its people.
In 2017, Mr. Neveu launched Precision's digital strategy, branding and commercializing the offering as "AlphaTM" two years later. Today, 80% of Precision's AC Super Triple drilling rigs are equipped with AlphaTM. In 2021, Mr. Neveu launched Precision's EverGreenTM suite of environmental solutions, bolstering the Company's commitment to reduce the environmental impact of oilfield operations. This suite of environmental solutions offers customers products and applications to measure and reduce their GHG emissions during drilling operations. In 2024, Precision successfully deployed its first Super Triple rig with robotics. All these enhancements have allowed Precision to improve its competitive position, grow market share, generate substantial free cash flow, and enhance investor returns.
2025 Management Information Circular 51
Additional 2024 Achievements
Organizational Development – Employee Development
Mr. Neveu continued to drive leadership excellence by focusing on robust assessments of leadership competencies and targeted individual development plans to build a stronger global leadership pipeline in both field and corporate roles. In 2024, we had more than 200 corporate and field managers participate in our Leadership Exchange program, and 82 employees in our enhanced New People Leader Orientation. Additionally, 684 rig-based employees completed our New Employee Orientation with our industry-leading safety and performance training programs at our world-class facilities in Nisku, Alberta and Houston, Texas. With Mr. Neveu’s endorsement, Precision’s internship program brought on 37 summer interns in Canada and 20 interns in the United States from 26 universities, continuing to support and develop the future workforce of the oilfield service industry.
Investment Community – Engagement and Investor Updates
We strive to align shareholder interests with our strategic objectives. Considering the state of the industry, Mr. Neveu’s high-touch philosophy of shareholder engagement with the investment community was demonstrated by his participation in over 100 face-to-face or virtual meetings with investors in 2024. Mr. Neveu also organized a shareholder outreach program for Precision's top shareholders with the CGNRC and the Chair of our HRCC.
Industry and Community Involvement – Government Relations (Alberta), Speaking Engagements and Community Involvement
Throughout 2024, Mr. Neveu spoke at numerous events for the International Association of Drilling Contractors (IADC) as well as for the Canadian Association of Energy Contractors (CAOEC). Mr. Neveu also remained focused on community involvement through various contributions and corporate donations.
2024 CEO Compensation
Mr. Neveu’s total direct compensation for 2024 is aligned slightly above the median (50th percentile) of our 2024 Compensation Peer Group, which aligns with our stated philosophy of targeting the median based on the executive’s experience, performance, and other factors.
2024 Pay Mix
The graph below shows the breakdown of Mr. Neveu’s total direct compensation for 2024 converted to Canadian dollars as reported in the Summary Compensation Table on page 55.
Base Salary
The Board has made no increases to the CEO’s base salary since 2016. On April 1, 2020, in response to market conditions, the CEO received a 20% base salary reduction which was effective through the remainder of the year and reversed January 1, 2021. No other adjustments have been made to the CEO’s base salary, which remains at US$800,000.
Short-term Incentive
Mr. Neveu received a 2024 STIP payout of US$854,832 that was based on his targeted award (110% of base salary) and the Board’s assessment of our corporate performance in 2024. Our 2024 corporate performance score was calculated at 97.14%.
2025 Management Information Circular 52
Long-term Incentive
Mr. Neveu’s targeted 2024 LTIP grant was US$3,200,000. His LTIP grant was allocated 70% PSUs and 30% RSUs, and maintained the same allocation established in 2020. In 2019, his LTIP award was allocated 70% PSUs, 20% RSUs and 10% stock options and in 2018, his LTIP award was allocated 70% PSUs and 30% stock options.
Five Year Compensation Lookback - Realized Pay Aligned with Share Price Performance
The following chart shows the total targeted compensation (base salary + targeted STIP + targeted LTIP) of the CEO as compared to the total actual “realized” compensation received during the previous five years in U.S. dollars.
Perquisites
Mr. Neveu’s perquisites include a leased vehicle, parking, tax preparation services, an executive health program, the employer portion of benefit premiums, the employer portion contribution to the 401(k) and Employee Stock Purchase Plan.
Share Ownership (as of March 28, 2025)
As CEO, Mr. Neveu is required to hold five times his annual base salary while the other NEOs aim for two times their base salary. We calculate share ownership based on the higher of the actual purchase cost or the current market value of our shares.
Number of Precision shares |
Market Value(1) |
Meets Share Ownership Target(2) |
330,963 |
$21,453,022 |
Yes, holds 5x his base salary |
Notes:
Share Performance
The graph below shows our TSR over the last five years, assuming $100 was invested in Precision shares on December 31, 2019 and dividends were reinvested over the same period. It compares Precision to the TSR of the S&P/TSX Composite Index, the S&P/TSX Equal Weight Oil & Gas Index, and the median TSR of our 2024 PSU Performance Peer Group.
2025 Management Information Circular 53
at December 31 |
2019 |
2020 |
2021 |
2022 |
2023 |
2024 |
Precision (PD: TSX) |
$100 |
$58 |
$123 |
$286 |
$199 |
$243 |
S&P/TSX Composite |
$100 |
$102 |
$124 |
$114 |
$123 |
$145 |
S&P/TSX Equal Weight Oil & Gas Index |
$100 |
$69 |
$109 |
$138 |
$137 |
$160 |
2024 PSU Performance Peer Group(1) |
$100 |
$55 |
$73 |
$139 |
$135 |
$128 |
Notes:
Cost of Management Ratio
The table below compares our Adjusted EBITDA to the total compensation paid to our NEOs for the last five years. Overall, the Cost of Management Ratio has averaged below 5% of Adjusted EBITDA over the past five years.
($ in millions) |
2020 |
2021 |
2022 |
2023 |
2024 |
|
Total compensation cost |
$13.9 |
$11.9 |
$14.9 |
$16.3 |
$16.6 |
Five year average cost of management ratio 4.34% |
Adjusted EBITDA |
$263.7 |
$192.8 |
$311.6 |
$611.2 |
$568.6 |
|
Cost of management ratio |
5.27% |
6.17% |
4.77% |
2.66% |
2.83% |
The cost of management ratio includes the following NEOs:
2020: Kevin A. Neveu, Carey T. Ford, Gene C. Stahl, Veronica H. Foley and Darren J. Ruhr
2021: Kevin A. Neveu, Carey T. Ford, Gene C. Stahl, Veronica H. Foley and Darren J. Ruhr
2022: Kevin A. Neveu, Carey T. Ford, Gene C. Stahl, Veronica H. Foley and Shuja U. Goraya
2023: Kevin A. Neveu, Carey T. Ford, Gene C. Stahl, Veronica H. Foley and Shuja U. Goraya
2024: Kevin A. Neveu, Carey T. Ford, Gene C. Stahl, Veronica H. Foley and Shuja U. Goraya
There is no direct correlation between TSR and total cash compensation (base salary + short-term incentive) awarded to our NEOs because base salary and the short-term incentive plans are not based on share performance, other than the extent to which our STIP scorecard results and share price performance are correlated. The value realized from our LTIP awards is correlated to our TSR because the value is directly tied to the value of Precision shares, which are aligned with shareholder interests. For more information, see Long-term Incentive Plan on page 45 for more information.
2025 Management Information Circular 54
2024 COMPENSATION DETAILS |
|
|
|
Summary Compensation Table
The table below shows the total compensation paid or awarded to each NEO in the last three years ending December 31, 2024. All amounts are in Canadian dollars.
(as at December 31, 2024) |
Salary |
Share-based Awards |
Option-based Awards |
Non-equity Incentive Plan Annual Incentive Plan |
Pension Value |
All Other Compensation |
Total Compensation |
|
Name and Principal Position |
Year |
($)(1) |
($)(2) |
($) |
($)(3) |
($)(4) |
($)(5) |
($)(6) |
Kevin A. Neveu |
2024 |
1,096,176 |
4,288,880 |
— |
1,171,308 |
— |
67,922 |
6,624,286 |
President and |
2023 |
1,079,680 |
4,262,874 |
— |
1,304,869 |
— |
76,935 |
6,724,358 |
CEO |
2022 |
1,041,456 |
3,677,834 |
— |
1,464,901 |
— |
199,354 |
6,383,545 |
Carey T. Ford |
2024 |
625,005 |
1,710,564 |
— |
529,893 |
— |
61,107 |
2,926,569 |
Chief Financial |
2023 |
615,600 |
1,665,354 |
— |
575,682 |
— |
62,000 |
2,918,636 |
Officer |
2022 |
566,562 |
1,181,533 |
— |
598,606 |
— |
30,170 |
2,376,870 |
Gene C. Stahl |
2024 |
613,371 |
1,447,027 |
— |
518,579 |
— |
67,650 |
2,646,627 |
President, North American |
2023 |
604,140 |
1,332,283 |
— |
498,245 |
— |
79,000 |
2,513,668 |
Drilling |
2022 |
566,744 |
1,053,627 |
— |
598,351 |
— |
48,222 |
2,266,944 |
Veronica H. Foley |
2024 |
564,688 |
1,052,531 |
— |
422,630 |
— |
46,625 |
2,086,474 |
Chief Legal and Compliance |
2023 |
556,190 |
999,212 |
— |
458,827 |
— |
29,000 |
2,043,229 |
Officer |
2022 |
517,048 |
829,791 |
— |
546,009 |
— |
25,746 |
1,918,594 |
Shuja U. Goraya |
2024 |
564,688 |
1,052,531 |
— |
478,981 |
— |
78,437 |
2,174,637 |
Chief Technology |
2023 |
556,190 |
999,212 |
— |
458,827 |
— |
46,000 |
2,060,229 |
Officer |
2022 |
508,464 |
829,791 |
— |
538,237 |
— |
46,992 |
1,923,484 |
Notes:
2024 awards: 1.3404 (February 1, 2024 for PSUs and RSUs)
2023 awards: 1.3321 (February 1, 2023 for PSUs and RSUs)
2022 awards: 1.2686 (February 1, 2022 for PSUs and RSUs)
Mr. Neveu: a leased vehicle, parking, tax preparation services, an executive health program, the employer portion of benefit premiums, and the employer portion contribution to the 401(k) and Employee Share Purchase Plan.
Mr. Ford: a leased vehicle, parking, tax preparation services, annual club and membership dues, the employer portion of benefit premiums, and the employer portion contribution to the 401(k) and Employee Share Purchase Plan.
Mr. Stahl: an annual vehicle allowance, parking, tax preparation services, annual club and membership dues, the employer portion of benefit premiums, and the employer portion contribution to the 401(k) and Employee Share Purchase Plan.
Ms. Foley: a leased vehicle, parking, tax preparation services, annual club and membership dues, and the employer portion contribution to the 401(k) and Employee Share Purchase Plan.
Mr. Goraya: an annual vehicle allowance, parking, tax preparation services, annual club and membership dues, the employer portion of benefit premiums, and the employer portion contribution to the 401(k) and Employee Share Purchase Plan.
Value Vested or Earned During the Year
The table below shows the value vested or earned on all option-based awards, share-based awards and non-equity incentive plan compensation (2024 STIP award) for each NEO during the year ended December 31, 2024.
Named Executive |
Option-based awards – |
Share-based awards – |
Non-equity incentive plan |
|
Value vested during |
Value vested during |
compensation – Value earned |
|
the year ($)(1) |
the year ($)(2) |
during the year ($)(3) |
Kevin A. Neveu |
— |
$6,847,622 |
$1,171,308 |
Carey T. Ford |
— |
$2,255,717 |
$529,893 |
Gene C. Stahl |
— |
$1,993,094 |
$518,579 |
Veronica H. Foley |
— |
$1,557,676 |
$422,630 |
Shuja U. Goraya |
— |
$1,557,676 |
$478,981 |
Notes:
2025 Management Information Circular 55
Equity-based Compensation
Outstanding Option-based Awards and Share-based Awards
The table below show the outstanding option-based and share-based awards for each NEO as of December 31, 2024.
|
Option-based Awards |
Share-based Awards |
||||||
Named Executive |
Year |
Number of Shares Underlying Unexercised Options (#) |
Option Exercise Price |
Option Expiration Date |
Value of Unexercised in-the-money Options ($)(1) |
Number of Share or Units of Shares that have not Vested (#)(2) |
Market or Payout Value of Share-based Awards that have not vested ($)(1)(3) |
Market or Payout Value of Vest Share-based Awards Not Paid Out or Distributed ($) |
Kevin A. Neveu |
2024 |
— |
— |
— |
— |
52,070 |
$4,571,636 |
— |
President |
2023 |
— |
— |
— |
— |
35,477 |
$3,114,806 |
— |
and CEO |
2022 |
— |
— |
— |
— |
55,210 |
$4,847,322 |
— |
|
2021 |
— |
— |
— |
— |
— |
— |
— |
|
2020 |
— |
— |
— |
— |
— |
— |
— |
|
2019 |
— |
— |
— |
— |
— |
— |
— |
|
2018 |
31,515 |
US$68.80 |
23-Feb-25 |
— |
— |
— |
— |
Total |
|
31,515 |
|
|
— |
142,757 |
$12,533,764 |
— |
Carey T. Ford |
2024 |
— |
— |
— |
— |
21,160 |
$1,857,803 |
— |
Chief Financial |
2023 |
— |
— |
— |
— |
13,860 |
$1,216,879 |
— |
Officer |
2022 |
— |
— |
— |
— |
17,738 |
$1,557,359 |
— |
|
2021 |
— |
— |
— |
— |
— |
— |
— |
|
2020 |
— |
— |
— |
— |
— |
— |
— |
|
2019 |
— |
— |
— |
— |
— |
— |
— |
|
2018 |
7,590 |
US$68.80 |
23-Feb-25 |
— |
— |
— |
— |
Total |
|
7,590 |
|
|
— |
52,758 |
$4,632,041 |
— |
Gene C. Stahl |
2024 |
— |
— |
— |
— |
17,900 |
$1,571,582 |
— |
President, North |
2023 |
— |
— |
— |
— |
11,087 |
$973,415 |
— |
American Drilling |
2022 |
— |
— |
— |
— |
15,818 |
$1,388,787 |
— |
|
2021 |
— |
— |
— |
— |
— |
— |
— |
|
2020 |
— |
— |
— |
— |
— |
— |
— |
|
2019 |
— |
— |
— |
— |
— |
— |
— |
|
2018 |
7,385 |
US$68.80 |
23-Feb-25 |
— |
— |
— |
— |
Total |
|
7,385 |
|
|
— |
44,805 |
$3,933,785 |
— |
Veronica H. Foley |
2024 |
— |
— |
— |
— |
13,020 |
$1,143,129 |
— |
Chief Legal and |
2023 |
— |
— |
— |
— |
8,317 |
$730,215 |
— |
Compliance Officer |
2022 |
— |
— |
— |
— |
12,458 |
$1,093,786 |
— |
|
2021 |
— |
— |
— |
— |
— |
— |
— |
|
2020 |
— |
— |
— |
— |
— |
— |
— |
|
2019 |
2,935 |
US$51.20 |
25-Feb-26 |
$28,968 |
— |
— |
— |
Total |
|
2,935 |
|
|
$28,968 |
33,795 |
$2,967,130 |
— |
Shuja U. Goraya |
2024 |
— |
— |
— |
— |
13,020 |
$1,143,129 |
— |
Chief Technology |
2023 |
— |
— |
— |
— |
8,317 |
$730,215 |
— |
Officer |
2022 |
— |
— |
— |
— |
12,458 |
$1,093,786 |
— |
|
2021 |
— |
— |
— |
— |
— |
— |
— |
|
2020 |
— |
— |
— |
— |
— |
— |
— |
|
2019 |
2,725 |
US$51.20 |
25-Feb-26 |
$26,896 |
— |
— |
— |
|
2018 |
2,668 |
US$72.46 |
3-Aug-25 |
— |
— |
— |
— |
Total |
|
5,393 |
|
|
$26,896 |
33,795 |
$2,967,130 |
— |
Notes:
2025 Management Information Circular 56
Equity Incentive Plan Information
Securities Authorized for Issue Under Equity Compensation Plans
The table below provides details about the equity securities authorized for issue under our compensation plans (on a post-consolidation basis) as of December 31, 2024.
Type of Plan |
Number of Shares to be Issued upon Exercise of Outstanding Equity-based Awards and DSUs (#) |
Weighted Average Exercise Price of Outstanding Equity-based Awards ($) |
Number of Shares Remaining Available for Future Issue Under Equity Compensation Plans (#) |
Equity compensation plans approved by shareholders |
|||
1. Omnibus Plan (1)(2)(3) |
189,225 |
$94.19 |
508,422 |
2. DSU plans(4) |
71,098 |
— |
193,223 |
Equity compensation plans not approved by shareholders |
— |
— |
— |
Total |
260,323 |
|
701,645 |
Notes:
Granting Stock Options and Awards
As of December 31, 2024, we had 13,779,502 shares outstanding and 508,422 shares reserved for issue under our stock option plan and Omnibus Plan. We have several limitations under the plan to mitigate risk:
Plan Limits (within the Fixed Maximum of 1,389,694 Common Shares) |
as a % of the Shares Outstanding |
Maximum number of shares that may be issued in a one-year period under the Omnibus Plan alone or when combined with all other security-based compensation arrangements |
5% |
Maximum number of shares that may be issued to a single participant under the Omnibus Plan alone or when combined with all other security-based compensation arrangements |
2% |
Maximum number of shares outstanding that may be: (i) issued to insiders (as a whole) in a one-year period, or (ii) issuable to insiders at any time in each case, under the Omnibus Plan alone or when combined with all other security-based compensation arrangements |
10% |
2024 Burn Rate |
0.45% |
The table below provides details about award grants intended to be settled in shares under the stock option plan and Omnibus Plan for the last three fiscal years.
(as at December 31) |
2022 |
2023 |
2024 |
|||
Measure of dilution |
# of Equity-based Awards |
% of shares outstanding(1) |
# of Equity-based Awards |
% of shares outstanding(1) |
# of Equity-based Awards |
% of shares outstanding(1) |
Annual grant – the total number of awards granted under the plans each year (2) |
75,670 |
0.56% |
46,740 |
0.33% |
61,930 |
0.45% |
Equity-based awards outstanding – the total number of awards outstanding (including the annual grant) under the plans at the end of each year |
240,472 |
1.78% |
244,068 |
1.70% |
189,225 |
1.37% |
Equity-based awards available for grant – the number of awards remaining in the reserve approved by shareholders and available for grant under the plans at the end of each year |
459,164 |
3.40% |
248,207 |
1.73% |
508,422 |
3.69% |
Overhang – the number of awards outstanding plus the number of awards remaining in reserve approved by shareholders and available for future grants |
699,636 |
5.17% |
492,275 |
3.43% |
697,647 |
5.06% |
Notes:
2025 Management Information Circular 57
About the Stock Option Plan and Omnibus Plan
As of December 31, 2024, there were 189,225 stock options, PSUs and RSUs issued or outstanding under our stock option plan and our Omnibus Plan which have, may, or are intended to be settled in common shares issued from treasury, representing 1.37% of the issued and outstanding common shares (assuming each option, PSU and RSU is converted into one common share), and 71,098 DSUs under the DSU plans, representing 0.52% of the outstanding common shares (assuming each DSU is converted into one common share). The burn rate for our 2012 DSU plan was 0.00% from 2021 to 2023. Under the 2024 DSU Plan, 4,024 DSUs vested during the year and were settled in common shares. The burn rate for the DSU Plans in 2024 was 0.03%.
The Board can amend or terminate the stock option plan at any time without shareholder approval. Shareholders must, however, approve the following changes:
Any change made will not affect any rights that have already accrued to option holders.
Neither the Board nor security holders can alter or affect the rights of a participant under an award previously granted in a negative way without the consent of that participant, except as required by law or as set out in the Omnibus Plan. See Termination and Change of Control on page 59 for a summary of the effect on employee’s termination for or without cause will have on stock options, PSUs and RSUs.
At our annual meeting in 2022, shareholders approved amendments to the Omnibus Plan, including: (i) an increase by 200,000 to the maximum number of common shares available for issuance under the Omnibus Plan and removal of the sub-limit for certain share based awards, (ii) certain changes in respect of how awards (mainly options) under the Omnibus Plan that are not settled in treasury common shares will impact the remaining share reserve under the Omnibus Plan, (iii) amendments to provide that the share reserve under the Omnibus Plan will not be reduced by the assumption or substitution of equity-based awards of an entity that may be acquired by us or by common shares issued pursuant to an inducement award granted to persons not previously employed by us, and (iv) changes to the amending provisions to align the Omnibus Plan with more modern plans of other TSX listed companies. See our Management Information Circular for our 2022 annual meeting for further information. Additionally, at our 2024 annual meeting, shareholders approved a 500,000 common share increase to the number of common shares available for issuance under the Omnibus Plan. See our Management Information Circular for our 2024 annual meeting for further information.
The Board can, without shareholder approval, but subject to the following paragraph, amend or suspend any provision of the Omnibus Plan or any Award granted thereunder, or terminate the Omnibus Plan, at any time, regardless of whether any such amendment or suspension is material, fundamental or otherwise. However, except as subject to the Omnibus Plan and applicable law, no action of the Board or security holders may materially adversely alter or impair the rights of a participant under any Award previously granted to the participant without the consent of the affected participant. Amendments to the Omnibus Plan are also subject to any required approval of the TSX.
Shareholder approval will be required for the following types of amendments:
2025 Management Information Circular 58
The HRCC administers the Omnibus Plan unless the Board designates another committee to interpret, implement or administer the plan from time to time.
As plan administrator, the HRCC may:
Subject to applicable law, the HRCC may delegate certain duties and powers relating to the Omnibus Plan to a director, officer or employee of Precision as it sees fit.
The HRCC may also appoint or engage a trustee, custodian or administrator to administer or implement the Omnibus Plan. Any decision by the Board or the HRCC relating to the administration and interpretation of the Omnibus Plan is final and binding on the plan participants.
Pension Benefits
The table below outlines the change in value of the Canadian defined contribution pension plan (DCPP) holdings of Mr. Neveu during 2024. Mr. Neveu stopped participating in the DCPP upon his relocation to Houston, Texas on March 1, 2016. Mr. Stahl stopped participating in the DCPP upon his relocation to Houston on March 1, 2010 and in 2020, transferred his funds to an external locked-in registered retirement savings plan and is no longer a participant in the DCPP. As Mr. Ford, Ms. Foley, and Mr. Goraya are U.S.-based employees, they have not participated in the DCPP prior to or during 2024.
Named Executive |
Accumulated Value at Start of Year ($) |
Compensatory(1) ($) |
Non-Compensatory(2) ($) |
Accumulated Value at Year-End ($) |
Kevin Neveu |
$716,093 |
— |
$146,452 |
$862,546 |
Notes:
Termination and Change of Control
Employment Agreements
Precision maintains executive employment agreements with all of our NEOs, and in 2024 the HRCC and Board of Directors updated the CEO’s employment agreement to align with industry standards and U.S. market practices. These updates ensure competitiveness while supporting the Company’s long-term strategic objectives.
Each agreement is for an indefinite period of time and provides a summary of benefits, if any, to be received by the executive if employment is terminated for any reason (other than for cause), including retirement (CEO only), death, disability, termination without cause and constructive dismissal. The terms of the agreements are based on competitive practices and include non-compete (CEO only) and non-solicitation provisions to protect Precision’s interests. Any entitlements issued under our incentive plans are governed by the terms and conditions of the applicable plan, except as noted in footnote 5 of the table under the heading Termination and Change of Control Benefits on page 60.
Change of Control
Under the terms of our executive employment agreements, change-in-control payments are subject to a double trigger requirement. First, there must be a Change of Control, as defined in the applicable agreement. This typically involves a significant corporate transaction such as a merger, acquisition, or sale of substantially all company assets. Second, the executive must be either terminated without cause or constructively dismissed within a specified period following the Change of Control, two years for the CEO and six months for other NEOs. This structure ensures alignment with shareholder interests and prevents windfall payments in the absence of an actual employment disruption.
2025 Management Information Circular 59
Termination and Change of Control Benefits
The table below shows the estimated incremental payments and benefits each NEO would receive under each termination scenario assuming the termination occurred on December 31, 2024.
Named Executive |
Resignation |
Retirement |
Termination without cause(1)(2) |
Change of control and subsequent termination(2) |
|
($) |
($) |
($) |
($) |
Kevin A. Neveu(3) |
|
|
|
|
President and CEO |
|
|
|
|
Cash payment(4) |
— |
— |
$4,830,538 |
$7,245,806 |
Long-term incentives(5)(6) |
— |
— |
$7,923,936 |
$12,533,764 |
Total |
— |
— |
$12,754,473 |
$19,779,571 |
Carey T. Ford |
|
|
|
|
Chief Financial Officer |
|
|
|
|
Cash payment(4) |
— |
— |
$1,875,068 |
$1,875,068 |
Long-term incentives(5)(6) |
— |
— |
$2,793,641 |
$2,793,641 |
Total |
— |
— |
$4,668,709 |
$4,668,709 |
Gene C. Stahl |
|
|
|
|
President, North American Drilling |
|
|
|
|
Cash payment(4) |
— |
— |
$1,835,173 |
$1,835,173 |
Long-term incentives(5) |
— |
— |
$2,398,551 |
$2,398,551 |
Total |
— |
— |
$4,233,724 |
$4,233,724 |
Veronica H. Foley |
|
|
|
|
Chief Legal and Compliance Officer |
|
|
|
|
Cash payment(4) |
— |
— |
$1,603,889 |
$1,603,889 |
Long-term incentives(5)(6) |
— |
— |
$1,867,544 |
$1,867,544 |
Total |
— |
— |
$3,471,434 |
$3,471,434 |
Shuja Goraya |
|
|
|
|
Chief Technology Officer |
|
|
|
|
Cash payment(4) |
— |
— |
$1,695,540 |
$1,695,540 |
Long-term incentives(5)(6) |
— |
— |
$1,865,471 |
$1,865,471 |
Total |
— |
— |
$3,561,012 |
$3,561,012 |
Notes:
2025 Management Information Circular 60
2025 Management Information Circular 61
You will be asked to approve the reconfirmation and continuation of our amended and restated shareholder rights plan agreement dated as of May 3, 2019 (the shareholder rights plan), between Precision and Computershare (the Rights Agent) as described more fully below. The shareholder rights plan must be reconfirmed every three years to continue. Shareholders previously approved the continuation of our shareholder rights plan at our annual meeting held on May 12, 2022. If the reconfirmation and continuation of our shareholder rights plan is not approved by shareholders at the Meeting, all outstanding Rights will be redeemed at the redemption price of $0.00001, and the plan will subsequently terminate. If the reconfirmation and continuation of our shareholder rights plan is approved, it will remain in effect, unless terminated in accordance with its terms, until our annual meeting of shareholders in 2028. The text of the ordinary resolution, which remains subject to amendments, variations or additional text as may be approved at the Meeting, is set forth below: “BE IT RESOLVED, that: 1.
the reconfirmation of, and continued existence of, the amended and restated shareholder rights plan agreement between Precision Drilling Corporation and Computershare Trust Company (as rights agent), dated May 3, 2019 is hereby ratified, confirmed and approved; and
2.
any one director or officer of Precision Drilling Corporation is authorized to execute and deliver, whether under corporate seal or otherwise, any additional agreements, instruments, notices, consents, acknowledgements, certificates, and other documents (including any documents required under applicable laws or regulatory policies) and to perform and do all such other acts and things, as any such director or officer in his or her discretion may consider to be necessary or advisable from time to time in order to give effect to this resolution.”
For our shareholder rights plan to be reconfirmed and continue in effect after the Meeting, we must receive an affirmative vote of a majority of the votes cast by Precision shareholders voting as a group, and the Precision shareholders who qualify as independent shareholders under our shareholder rights plan voting as a group. “Independent Shareholders” is defined in our shareholder rights plan and is, in effect, all holders of our shares, excluding any person who owns 20% or more of our shares, any person who has announced an intention to make or who is making a take-over bid, affiliates, associates and persons acting jointly or in concert with the excluded persons, or under any employee benefit plan, deferred profit sharing plan, stock participation plan and any similar plan for the benefit of our employees, unless the beneficiaries of the plan direct the manner in which their shares are to be voted or direct whether the shares are to be tendered to a take-over bid. We are not currently aware of any Precision shareholders who would not qualify as Independent Shareholders under our shareholder rights plan and accordingly the resolution will require the affirmative vote of a majority of the votes cast by Precision shareholders. We are not proposing the reconfirmation and continuation of our shareholder rights plan in response to, or in anticipation of, a pending, threatened or proposed acquisition or take-over bid. It is also not intended as a means to prevent a take-over of Precision, secure our management team or the Board, or deter fair offers for Precision shares.
|
2025 Management Information Circular 62
Purpose of our Shareholder Rights Plan
Notwithstanding the 2016 amendments to the Canadian take-over bid regime, which, among other changes, lengthened the minimum bid period for a take-over bid to 105 days (or such shorter period as permitted by appliable law) and introduced a minimum tender requirement for take-over bids of more than 50% of the outstanding securities held by disinterested securityholders, there continues to be a role for rights plans in preventing unequal treatment of shareholders. Some concerns include:
The primary objectives of our shareholder rights plan are to ensure, to the extent possible, that all holders of our shares are treated equally if there is a take-over bid for our shares. Our shareholder rights plan addresses the issues relating to lock-ups and creeping bids described above and encourages a potential acquiror to proceed either by way of a Permitted Bid (as defined in our shareholder rights plan and described below), which requires the take-over bid to satisfy certain minimum standards designed to promote fairness (including that the bid must remain open for acceptance for at least 105 days), or with the concurrence of our Board.
Summary of our Shareholder Rights Plan
The following is a summary of our shareholder rights plan. For greater certainty, the shareholder rights plan agreement will govern in the event of any conflict between the provisions of the agreement and this summary. The shareholder rights plan is available under our company profile on SEDAR+ (www.sedarplus.ca) as a filing made on May 7, 2019, or you can ask for a copy by contacting our Corporate Secretary.
Precision Drilling Corporation
Suite 800, 525 – 8th Avenue SW
Calgary, Alberta, Canada T2P 1G1
Attention: Corporate Secretary
Email: corporatesecretary@precisiondrilling.com
Telephone: 403.716.4500
Term and Expiration
Our shareholder rights plan expires at the Expiration Time, which is defined as the earliest of: (i) the date on which Rights (as defined below) are redeemed (the Termination Time), and (ii) the termination of the annual meeting of Precision shareholders in the year 2025 or, if the continued existence of our shareholder rights plan agreement is ratified at the annual meeting by resolution passed by a majority of votes cast by holders of Precision shares voting as a group and Independent Shareholders voting as a group, thereafter at the termination of every third annual meeting (unless continued existence of our shareholder rights plan agreement is ratified at such annual meeting by resolution passed by a majority of votes cast by holders of Precision shares voting as a group and Independent Shareholders voting as a group).
Issue of Rights
One right (a Right) was issued by Precision for each Precision share that was outstanding at the close of business June 1, 2010, the effective date of our shareholder rights plan (the Effective Date), and for each additional Precision share that has been issued since then. One Right will be issued for each additional Precision share issued following the continuation of our shareholders rights plan and prior to the earlier of the Separation Time (as defined below) and the Expiration Time.
The issuance of the Rights is not dilutive and will not affect reported earnings or cash flow per Precision share unless the Rights separate from the underlying Precision shares in connection with which they were issued and become exercisable or are exercised.
The issuance of the Rights will also not change the way Precision shareholders currently trade their Precision shares and is not intended to interfere with Precision’s ability to undertake equity offerings in the future.
Rights Exercise Privilege
The Rights will separate from our shares, unless delayed by the Board, and will be exercisable 10 trading days (the Separation Time) after a person has acquired, or begun a take-over bid to acquire, 20% or more of our shares, other than by an acquisition pursuant to a take-over bid permitted by our shareholder rights plan (a Permitted Bid). The acquisition by any person (an Acquiring Person) of 20% or more of our shares, other than by way of a Permitted Bid, is referred to as a “Flip-in Event.” Any Rights held by an Acquiring Person will become void if a Flip-in Event occurs.
2025 Management Information Circular 63
Permitted Bid Requirements
The requirements for a Permitted Bid include the following:
A competing take-over bid that is made while a Permitted Bid is outstanding and satisfies all of the criteria for Permitted Bid status, except that it may expire on the same date (which may be less than 105 days after the bid has started) as the Permitted Bid that is outstanding, will be considered to be a Permitted Bid for the purposes of our shareholder rights plan.
Permitted Lock-Up Agreement
A person will not become an Acquiring Person by reason of entering into an agreement (a Permitted Lock-Up Agreement) with a Precision shareholder under which the Precision shareholder (the Locked-Up Person) agrees to deposit or tender its Precision shares to a take-over bid (the Lock-Up Bid) made by that person, provided that the agreement meets certain requirements, including that:
Certificates and Transferability
Before the Separation Time, the Rights will be evidenced by a legend imprinted on Precision share certificates representing Precision shares issued after the Effective Date.
From and after the Separation Time, Rights will be evidenced by separate certificates or book entries.
Before the Separation Time, Rights will trade together with, and will not be transferable separately from, the Precision shares in connection with which they were issued. From and after the Separation Time, Rights will be transferable separately from the Precision shares.
Waiver
The Board, acting in good faith, may, before a Flip-in Event occurs, waive the application of our shareholder rights plan to a particular Flip-in Event where the take-over bid is made by a take-over bid circular to all holders of our shares. If the Board exercises the waiver power for one take-over bid, the waiver will also apply to any other take-over bid for our shares made by a take-over bid circular to all holders of our shares prior to the expiry of any other bid for which our shareholder rights plan has been waived.
The Board may also waive the application of our shareholder rights plan for a particular Flip-in Event that has occurred through inadvertence, provided that the Acquiring Person that inadvertently triggered the Flip-in Event thereafter reduces its beneficial holdings below 20% of the outstanding Precision shares within 14 days or a date determined by the Board.
Each Right (other than those held by an Acquiring Person) entitles the holder to purchase additional Precision shares at a substantial discount to their prevailing market price at the time.
2025 Management Information Circular 64
With shareholder approval, the Board may waive the application of our shareholder rights plan to any other Flip-in Event prior to its occurrence.
Redemption
Rights are deemed to be redeemed following completion of a Permitted Bid (including a competing Permitted Bid) or any other take-over bid for which the Board has waived the application of our shareholder rights plan.
With shareholder approval, the Board may also, prior to the occurrence of a Flip-in Event, elect to redeem all (but not less than all) of the then outstanding Rights at a nominal redemption price of $0.00001 per Right.
Exemptions for Investment Advisors, etc.
Investment advisors (for client accounts), mutual funds, trust companies (acting in their capacity as trustees or administrators), statutory bodies whose business includes the management of funds (for employee benefit plans, pension plans, or insurance plans of various public bodies), and administrators or trustees of registered pension plans or funds and agents or agencies of the Crown, which acquire more than 20% of the outstanding Precision shares, are effectively exempted (through the definition of “beneficial ownership” under our shareholder rights plan) from triggering a Flip-in Event provided that they are not in fact making, either alone or jointly or in concert with any other person, a take-over bid.
Directors’ Duties
Our shareholder rights plan will not in any way lessen or affect the duty of the Board to act honestly and in good faith with a view to the best interests of Precision. In the event of a take-over bid or any other such proposal, the Board will still have the duty to take such actions and make such recommendations to Precision shareholders it deems appropriate.
Amendments
Any amendments to our shareholder rights plan will be subject to the approval of a majority of Precision shareholders voting as a group, and Independent Shareholders voting as a group, in each case, in person or by proxy at the applicable meeting, unless to correct any clerical or typographical error or (subject to confirmation at the next meeting of Precision shareholders) make amendments that are necessary to maintain our shareholder rights plan’s validity as a result of changes in applicable legislation, rules or regulations.
Any amendments will also be subject to the approval of the TSX.
2025 Management Information Circular 65
2025 Management Information Circular 66
GENERAL INFORMATION ABOUT THE ANNUAL AND SPECIAL MEETING |
|
|
|
You have received this Management Information Circular because you owned Precision shares on March 28, 2025, the record date for the Meeting, and are entitled to vote your shares at our Annual and Special Meeting on May 15, 2025 beginning at 10:00 a.m. MDT. This year’s Meeting will be in a virtual-only format via live audio webcast. You will be able to attend via an online platform that will allow you to ask questions, vote and participate electronically in real time. As with a physical meeting, only registered shareholders and duly appointed proxyholders who have standing at the Meeting will be able to address the Meeting and ask questions during the formal conduct of business.
Management and our Board of Directors are asking for your vote (known as soliciting your proxy) and we are contacting shareholders electronically and by mail. We have retained Sodali & Co to act as our strategic shareholder advisor and proxy solicitation agent and we are paying them approximately $42,000 for their services.
Voting contributes to the good governance of the Company and safeguards your investment from possible activism or organized groups of minority shareholders who seek to exploit low polls.
You can vote by proxy if you are unable to vote at the virtual Meeting. As in past years, we expect that the vast majority of all votes will be cast in advance of the Meeting by proxy.
You can attend the virtual Meeting online at https://meetnow.global/MWTY5VA.
The live audio webcast of the Meeting will be available on our website (www.precisiondrilling.com), and we will post the webcast details in advance on our website and provide them in a news release. We will also post the voting results and archive the webcast on our website after the Meeting.
Our Board of Directors have approved the contents of this Circular and has authorized us to send it to each shareholder.
Our principal corporate and registered office is located at:
Precision Drilling Corporation
Suite 800, 525 – 8th Avenue SW
Calgary, Alberta
Canada T2P 1G1
Phone: 403.716.4500
About Your Package of Materials This year we are again using notice-and-access for registered and beneficial holders where possible to reduce our printing and mailing costs. We can deliver our materials for the Meeting electronically if you are: ▪
a registered shareholder and consented in writing to receive the items electronically, or
▪
a beneficial shareholder and asked not to receive printed copies of our materials.
Your package includes either a proxy form or a voting instruction form and information about the Meeting and how you can access the materials online. We have sent you a complete package of printed materials if you are: ▪
a registered shareholder and did not consent in writing to receive the items electronically, or
▪
a beneficial shareholder and asked to receive printed copies (we send materials to your financial intermediary—your bank, trust company, broker or trustee—to send to you).
Turn to page 69 to read more about registered and beneficial shareholders. If you have questions, please contact Sodali & Co: ▪
North American Toll-Free Number: 1.888.444.0609
▪
Outside North America, Banks, Brokers and Collect Calls: 1.289.695.3075
▪
Email: assistance@investor.sodali.com
▪
North American Toll-Free Facsimile: 1.877.218.5372
|
2025 Management Information Circular 67
VOTING
Who Can Vote
Only holders of Precision shares as of the close of business on March 28, 2025 have the right to vote at the Meeting. Each Precision share you own represents one vote.
If a Precision shareholder transferred shares to you after this date, you or your proxyholder can vote at the Meeting if you can prove that you own the shares. You need to contact our registrar and transfer agent, Computershare Trust Company of Canada (Computershare), at least 10 days before the Meeting to request that your name be included on the list of shareholders entitled to vote at the Meeting. Computershare’s contact information is on page 69.
Precision’s authorized share capital includes an unlimited number of common shares and preferred shares, issuable in series, up to half the issued and outstanding common shares at the time the preferred shares are issued.
Quorum
We must have two persons present who hold or represent by proxy at least 25% of the shares entitled to vote at the Meeting for it to proceed.
Simple Majority
We need a simple majority of votes (50% plus one vote) for an item of business to be approved at this Meeting.
As of March 28, 2025, we had 13,523,169 common shares and no preferred shares outstanding.
Principal Holders of Precision Shares
Our directors and executive officers are aware of no organization that owns or controls 10% or more of our outstanding shares.
How to Vote
You can vote by proxy, or vote at the Meeting by completing a ballot online during the Meeting, as further described under “Attending and Participating at the Meeting.” Note that the voting process is different for registered and beneficial (non-registered) shareholders.
You are a registered shareholder if you hold Precision shares in your own name and have an actual share certificate. Your package includes a proxy form.
You are a beneficial shareholder if your Precision shares are held in the name of a financial intermediary or nominee (your bank, trust company, broker, trustee or other financial institution). Beneficial shareholders do not have physical share certificates because their shareholdings are recorded on an electronic system.
If you are a beneficial shareholder, your nominee or financial intermediary votes your shares, but you have the right to tell them how to vote. You need to do this as soon as possible using the voting instruction form in this package.
Precision may utilize the Broadridge QuickVote™ service to assist beneficial shareholders with voting their common shares over the telephone. Alternatively, Sodali & Co may contact such beneficial shareholders to assist them with conveniently voting their Precision shares directly over the phone.
Voting Results
Computershare is our transfer agent and registrar of Precision shares and counts and tabulates the votes for us.
We file a report of the voting results with the Canadian and U.S. securities regulators (www.sedarplus.ca and www.sec.gov) after the Meeting and also post the results on our website and issue a news release with the results.
Follow the instructions on the next page. If you still have questions about the voting process, you can contact Sodali & Co:
Phone: 1.888.444.0609 (toll free in North America)
1.289.695.3075 (outside North America)
Email: assistance@investor.sodali.com
Facsimile: 1.877.218.5372 (toll free in North America)
2025 Management Information Circular 68
Registered Shareholders
Voting by Proxy
Voting by proxy is the easiest way to vote, and you can do it by mail, phone, or on the internet. Follow the instructions on your proxy form.
Voting by proxy means that you are giving someone else (your proxyholder) the authority to attend the Meeting and vote your shares for you. You can appoint a person or a company to be your proxyholder and to act on your behalf at the Meeting. The person or company you appoint does not need to be a Precision shareholder.
Beneficial Shareholders
Generally, you can send your voting instructions by mail, phone or on the internet. Each financial intermediary has its own process, so be sure to follow the instructions on your voting instruction form.
If you hold some shares as a registered shareholder and others as a beneficial shareholder, you will need to follow the instructions for each type.
Voting at the Meeting
If you wish to vote at the Meeting online, then you must appoint yourself as proxyholder and follow the directions provided on the voting instruction form in your package. See “Registering your Proxyholder to Participate at the Meeting” and “Attending and Participating at the Meeting.”
Kevin A. Neveu, President and Chief Executive Officer (CEO or Chief Executive Officer), or in his absence, Steven W. Krablin, Chair of the Board, will automatically serve as your proxyholder if you do not appoint someone else. They will vote your Precision shares at the Meeting according to the instructions you provide on your proxy form.
If you do not specify how you want to vote your shares, they will vote:
If you want to appoint someone else to be your proxyholder, cross out the names of the Precision proxyholders on your proxy form and print the name of the person you are appointing. Send the completed form to Computershare.
Computershare must receive your instructions by 10:00 a.m. MDT on May 13, 2025. If the Meeting is postponed or adjourned, they must receive the instructions by 10:00 a.m. MDT two business days before the adjourned or postponed Meeting is reconvened. The Chair of the Board has sole discretion to waive or extend the proxy cut-off time without notice.
Mail your completed proxy form to: Computershare Trust Company of Canada 100 University Avenue, 8th floor Toronto, Ontario, Canada M5J 2Y1 |
Vote online or by phone using the 15-digit control number on the first page of your proxy form: Internet: www.investorvote.com Phone: 1.866.732.VOTE (8683) |
Changing Your Vote
If you have already voted by proxy, you can revoke your proxy or change your vote. You can do this at any time up until the start of the Meeting. Contact your intermediary for instructions on how to revoke or change the voting instructions you provided. If you have followed the process for attending and voting at the Meeting online, voting at the Meeting online will revoke your previous proxy. You can also change or revoke your vote in any other way the law allows. The notice can come from you, or from your legal representative if he or she has your written authorization. If a corporation owns the shares, the notice must be under the corporate seal or from an authorized officer or representative.
If you voted by phone or on the internet, you can submit a new vote. The new vote will revoke your earlier vote.
If you submitted your proxy form by mail, send a written notice by 10:00 a.m. MDT on May 13, 2025 to our registered office at:
Precision Drilling Corporation
Suite 800, 525 – 8th Avenue SW
Calgary, Alberta T2P 1G1
If the Meeting is postponed or adjourned, we must receive your notice by 10:00 a.m. MDT two business days before the postponed or adjourned Meeting is reconvened or you must vote at the postponed or adjourned meeting online. You may change your vote only in respect of items of business that have not yet been voted on.
2025 Management Information Circular 69
Registering your Proxyholder to Participate at the Meeting
Beneficial Shareholders who wish to appoint themselves or a third-party proxyholder to represent them at the online Meeting must submit their proxy or voting instruction form (if applicable) prior to registering your proxyholder. Registering your proxyholder is an additional step once you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving an invite code to participate in the Meeting. To register a proxyholder, shareholders MUST visit www.computershare.com/Precision by 10:00 a.m. MDT on May 13, 2025 and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with an invite code via email.
For U.S. beneficial shareholders, to attend and vote at the virtual Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to:
Computershare
100 University Avenue, 8th Floor
Toronto, Ontario M5J 2Y1
OR
Email: uslegalproxy@computershare.com
Requests for registration must be labeled as “Legal Proxy” and be received no later than 10:00 a.m. MT on May 13, 2025. You will receive confirmation of your registration by email after we receive your registration materials. If you are validly registered, you may attend the Annual and Special Meeting and vote your shares at https://meetnow.global/MWTY5VA during the Meeting. Please note that you are required to register your appointment at www.computershare.com/Precision.
Attending and Participating at the Meeting
A summary of the information shareholders will need to attend the virtual Meeting is provided below. The Meeting will begin at 10:00 a.m. MT on May 15, 2025.
Shareholders and duly appointed proxyholders and guests can attend the Meeting online by going to https://meetnow.global/MWTY5VA.
Registered shareholders and duly appointed proxyholders can participate in the Meeting (vote and submit questions) by clicking “I have a login” and entering a Username and Password before the start of the Meeting.
Voting at the Meeting will only be available for registered shareholders and duly appointed proxyholders. Non-registered shareholders who have not appointed themselves may attend the Meeting by clicking "Guest" and completing the online form.
We believe that the ability to participate in the Meeting in a meaningful way, including by asking questions, is important for shareholders. It is anticipated that registered shareholders and duly appointed proxyholders participating in the Meeting online will have substantially the same opportunity to ask proper questions on matters of business before the Meeting as such shareholders and proxyholders participating in the Meeting in person. As at an in-person meeting, to ensure fairness for all attendees, the chair of the Meeting will decide on the amount of time allocated to each question and will have the right to limit or consolidate questions and to reject questions that are determined to be inappropriate or otherwise out of order.
Questions may be submitted by registered shareholders or proxy holders in advance of the Meeting to our Chief Legal and Compliance Officer at corporatesecretary@precisiondrilling.com. Questions may be submitted by registered shareholders or proxy holders in writing during the Meeting by using the "Q&A” tab. Questions may also be asked over the telephone. To do so, the registered shareholder or proxyholder will need to dial the telephone number provided underneath the “Broadcast” section. Once connected you will hear the Meeting from your phone. Please mute your computer or other device and listen to the live feed on your phone only. This will prevent any delay or feedback to occur. When called upon to speak and ask your question, you will be unmuted.
Beneficial shareholders who have not appointed themselves as proxyholder and who do not have a 15-digit control number or invite code will only be able to attend as a guest which allows them to listen to the Meeting; however, they will not be able to vote or submit questions.
You will be able to participate in the Meeting using an internet-connected device such as a laptop, computer, tablet or mobile phone. In order to run the Meeting platform, you will need the latest version of Chrome, Safari, Edge or Firefox, that are running the most updated version of the applicable software plugins and that meet the minimum system requirements.
2025 Management Information Circular 70
If you are accessing the Meeting, you must remain connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the Meeting. Note that if you lose connectivity once the Meeting has commenced, there may be insufficient time to resolve your issue before ballot voting is completed. Even if you plan to attend the Meeting, you should consider voting your shares in advance so that your vote will be counted in case you later decide not to attend the Meeting or in the event that you experience any technical difficulties and are unable to access the Meeting and vote for any reason.
Shareholders with questions regarding the virtual Meeting portal or requiring assistance accessing the Meeting website may visit the website https://meetnow.global/MWTY5VA for additional information.
In order to participate online, shareholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing an invite gencode.
Voting at the Meeting
A registered shareholder or a beneficial shareholder who has appointed themselves or a third-party proxyholder to represent them at the Meeting, will appear on a list of shareholders prepared by Computershare, the transfer agent and registrar for the Meeting. To have their shares voted at the Meeting, each registered shareholder or proxyholder will be required to enter their control number or invite code provided by Computershare at https://meetnow.global/MWTY5VA prior to the start of the Meeting. In order to vote, non-registered shareholders who appoint themselves as a proxyholder MUST register with Computershare at www.computershare.com/Precision after submitting their voting instruction form in order to receive an invite code (please see the information under the headings “Registering your Proxyholder to participate at the Meeting” for details).
If you are using a 15-digit control number to login to the online Meeting and you accept the terms and conditions, you will be revoking any and all previously submitted proxies. However, in such a case, you will be provided the opportunity to vote by ballot on the matters put forth at the Meeting. If you DO NOT wish to revoke all previously submitted proxies, do not accept the terms and conditions, in which case you can only enter the Meeting as a guest.
Without an invite code, proxyholders will not be able to vote at the Meeting.
Nominating Directors
The Board nominates directors for election (or appoints them to the Board between annual meetings) if they have an appropriate mix of skills, knowledge and business experience.
A shareholder can nominate a candidate for election by submitting the person’s name, background, qualifications and experience to our Corporate Secretary. Our by-laws require shareholders to give us advance notice of any proposal to nominate a director for election to the Board, if the nomination is not made by requesting a meeting, or by making a shareholder proposal following the procedures set out in the Business Corporations Act (Alberta):
The notice must include information about the proposed nominee and the shareholder making the proposal.
This requirement ensures all Precision shareholders (including shareholders voting by proxy and those voting in person at the Meeting) receive adequate notice and information about each nominated director so they can make an informed voting decision.
All nominations are forwarded to the Chair of the CGNRC to present to the CGNRC for consideration.
The CGNRC is also responsible for the orderly succession of the Board Chair position. The CGNRC, as appropriate, uses its director assessment, review of the skills matrix and results of the Board assessment process to identify suitable candidates for assuming the role of Board Chair.
2025 Management Information Circular 71
OTHER INFORMATION |
|
|
|
Financial Measures and Ratios
Non-GAAP Measures
We reference certain additional Non-Generally Accepted Accounting Principles (GAAP) measures that are not defined terms
under IFRS to assess performance because we believe they provide useful supplemental information to investors.
Adjusted EBITDA and STIP Adjusted EBITDA
We believe Adjusted EBITDA (earnings before income taxes, gain on repurchase of unsecured senior notes, gain on acquisition, loss (gain) on investments and other assets, finance charges, foreign exchange, loss on asset decommissioning, gain on asset disposals, and depreciation and amortization), as reported in our Consolidated Statements of Net Earnings (Loss), is a useful measure, because it gives an indication of the results from our principal business activities prior to consideration of how our activities are financed and the impact of foreign exchange, taxation and depreciation and amortization charges. The most directly comparable financial measure is net earnings (loss). STIP Adjusted EBITDA is calculated as Adjusted EBITDA plus share-based compensation.
Non-GAAP Ratios
We reference certain additional non-GAAP ratios that are not defined terms under IFRS to assess performance because we believe they provide useful supplemental information to investors.
Return on Capital Employed
We believe Return on Capital Employed is a useful metric to measure the effectiveness of management’s use of Precision’s capital in the generation of earnings. Return on Capital Employed is calculated as Adjusted EBITDA divided by the amount equal to the average total assets less average non-interest-bearing current liabilities for the period.
Net Debt to Adjusted EBITDA
We believe the Net Debt (long-term debt less cash, as reported in our Consolidated Statements of Financial Position) to Adjusted EBITDA ratio provides an indication to the number of years it would take for us to repay our debt obligations.
Other Financial Information
Loans to Directors and Officers
We (including our subsidiaries) did not have any loans outstanding to our current or nominated directors, executive officers or any of their associates in 2024, or to date in 2025.
We also do not provide financial assistance to our directors to purchase securities under the DSU plan, or to executives or other employees to purchase securities under the stock option plan or any other compensation plan.
Liquidity
We define liquidity as available borrowing capacity under our Senior Credit Facility and operating facilities plus cash, which as of December 31, 2024 was approximately $502 million and $74 million, respectively.
For More Information
You can find financial information about Precision in our audited consolidated financial statements and notes and management’s discussion and analysis (MD&A) for the year ended December 31, 2024. These reports are available on SEDAR+ (www.sedarplus.ca) or on EDGAR (www.sec.gov). The documents described above are also available on Precision’s website at www.precisiondrilling.com or you may request copies my emailing Precision at info@precisiondrilling.com. We mailed our 2024 Consolidated Financial Statements to all registered shareholders and beneficial shareholders that requested them.
2025 Management Information Circular 72
Cautionary Statement about Forward-Looking Information and Statements
We disclose forward-looking information to help current and prospective investors understand our future prospects.
Certain statements contained in this Circular, including statements that contain words such as could, should, can, anticipate, estimate, intend, plan, expect, believe, will, may, continue, project, potential and similar expressions and statements relating to matters that are not historical facts constitute forward-looking information within the meaning of applicable Canadian securities legislation and forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 (collectively, forward-looking information and statements).
Our forward-looking information and statements in this Circular include, but are not limited to, the following:
The forward-looking information and statements are based on certain assumptions and analysis made by Precision in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate in the circumstances. These include, among other things:
Undue reliance should not be placed on forward-looking information and statements. Whether actual results, performance or achievements will conform to our expectations and predictions is subject to a number of known and unknown risks and uncertainties which could cause actual results to differ materially from our expectations. Such risks and uncertainties include, but are not limited to:
Readers are cautioned that the foregoing list of risk factors is not exhaustive. You can find more information about these and other factors that could affect our business, operations or financial results in our Annual Information Form under Risks in Our Business, starting on page 23 and in other reports on file with securities regulatory authorities from time to time which you can find in our profile on SEDAR+ (www.sedarplus.ca) or on EDGAR (www.sec.gov).
All of the forward-looking information and statements made in this Circular are expressly qualified by these cautionary statements. There can be no assurance that actual results or developments that we anticipate will be realized. We caution you not to place undue reliance on forward-looking information and statements. The forward-looking information and statements
2025 Management Information Circular 73
made in this Circular are made as of the date hereof. We will not necessarily update or revise this forward-looking information as a result of new information, future events or otherwise, unless we are required to by securities law.
Additional information about Precision is also available on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov), including the following documents:
You can contact us at:
Corporate Secretary Precision Drilling Corporation Suite 800, 525 – 8th Avenue SW Calgary, Alberta, Canada T2P 1G1 |
Phone: 403.716.4500 Email: corporatesecretary@precisiondrilling.com |
2025 Management Information Circular 74
APPENDIX A –ABOUT DSUs |
|
|
|
About DSUs
Form of award |
Notional share-based awards (granted in accordance with the 2024 DSU plan, the 2021 DSU plan, the 2012 DSU plan and our old DSU plan) |
Who participates |
Non-management directors |
Purpose |
Granted annually, as part of retainer, to promote greater alignment of interests between directors and shareholders, and to help directors meet our share ownership guidelines |
Vesting |
▪
Vest when granted
▪
Units earn dividend equivalents at the same rate as dividends paid on Precision shares (dividend equivalents are notionally reinvested as additional units).
|
Payout |
Settled in cash, in respect of DSUs outstanding under the 2012 DSU plan, cash or shares after the director retires or in the event of death, in respect of DSUs under the 2024 DSU plan, shares in accordance with their terms |
Assignment |
Cannot be assigned |
DSUs are allocated quarterly to a notional account for each director based on the amount of compensation he or she has chosen to receive in DSUs. The equity retainer is paid quarterly, using the weighted average closing price of Precision shares on the NYSE for the five trading days before the payment date (generally the last business day of each quarter) to calculate the number of DSUs. Each notional account is credited with additional DSUs as dividend equivalents for corresponding dividends paid on Precision shares.
DSUs vest immediately and can only be redeemed for cash or, in respect of DSUs outstanding under the 2012 DSU plan, cash or Precision shares (at our sole discretion, as long as there is a public market for Precision shares) when a director retires from the Board. See Appendix B below in respect of the DSUs issued under our 2024 DSU plan. We calculate the cash amount by multiplying the number of DSUs by the weighted average closing price of Precision shares on the NYSE for the five trading days prior to the payout date, and then deduct any withholding taxes. Shares are either purchased on the open market by an independent broker using cash that would otherwise have been paid to the director (after deducting any withholding taxes) or issued by us from treasury at a subscription price per share equal to the fair market value of Precision shares.
Directors can receive their payment any time up until December 15 of the year following their retirement, as long as, for DSUs outstanding under the 2012 DSU plan, the date does not fall within a blackout period. Payment can be a lump sum or in two payments. If a director has not specified a redemption date, their DSUs issued will be redeemed on one date, six months after their retirement date.
DSUs cannot be transferred or assigned to another person, other than certain rights that pass to a director’s beneficiary or estate upon death according to the terms of the plan. If a director becomes an employee of Precision or an affiliate, he or she can no longer participate in the DSU plan as of that date but can participate again when employment ends.
The CGNRC and the Board review the DSU plan periodically to ensure it remains competitive and continues to meet our business objectives.
Granting DSUs
The total number of Precision shares available for issue from treasury to directors under the 2012 DSU plan is limited to:
Directors received DSUs under the old plan until the end of 2011 and the plan remains in place until all outstanding DSUs under the old plan have been redeemed.
Amendments
Subject to the rules, regulations and policies of the TSX and any other stock exchange on which the Precision shares are listed or traded, the Board may amend or terminate the 2012 DSU plan at any time, without shareholder approval, provided that any amendment of the 2012 DSU plan shall be such that the 2012 DSU Plan and any DSUs granted under the plan continuously meet the requirements of paragraph 6801(d) of the regulations to the Income Tax Act (Canada).
Also, unless required by applicable law or the affected Directors’ consent, no amendment may adversely affect the rights of Directors with respect to DSUs to which the Directors are then entitled under the 2012 DSU plan. If the 2012 DSU plan is terminated, all DSUs already granted under the plan will continue to exist and be redeemed in accordance with the 2012 DSU plan, until no further DSUs granted under the plan remain outstanding. However, no additional DSUs shall be granted under the plan after termination of the 2012 DSU plan. Subject to the rules, regulations and policies of the TSX and any other stock exchange on which the Precision Shares are listed or traded, the old DSU plan may be amended or terminated at any time by the Board, except as to rights already accrued thereunder.
2025 Management Information Circular 75
APPENDIX B –SUMMARY OF THE 2024 DIRECTOR SHARE UNIT PLAN |
|
|
|
About 2024 DSUs
Form of award |
Notional share-based awards (granted in accordance with the 2024 DSU plan). |
Who participates |
Non-management directors; if an eligible non-management director is resident or otherwise subject to taxation in a jurisdiction in which an award of 2024 DSUs may reasonably be considered to be income which is subject to taxation at the time of such award, the eligible director may elect not to participate in the 2024 DSU plan by providing a written notice to the chair of our Board. |
Purpose |
Granted annually, as part of retainer, to promote greater alignment of interests between directors and shareholders; to provide a compensation system for directors that, together with our other director compensation mechanisms, is reflective of the responsibility, commitment and risk accompanying membership on the Board of Directors and the performance of the duties required of the various committees of the Board of Directors; to assist us in attracting and retaining individuals with experience and ability to act as directors; and to allow our directors to participate in our long-term success. |
Vesting |
▪
Vest when granted
▪
Units earn dividend equivalents at the same rate as any dividends paid on Precision shares (dividend equivalents are notionally reinvested as additional units).
|
Payout |
2024 DSUs will be redeemed on the date or dates specified in an eligible director’s participation and election agreement, which date may be the grant date, the first, third or fifth anniversary of the grant date or such other permissible date specified by the HRCC from time to time. |
Assignment |
Cannot be assigned by holders of 2024 DSUs (except as noted below). |
Term |
2024 DSUs do not have fixed terms. |
Shareholders approved the 2024 DSU plan at our 2024 annual meeting.
2024 DSUs are allocated quarterly to a notional account for each director based on the amount of compensation he or she has chosen to receive in 2024 DSUs. The equity retainer is paid quarterly, using the weighted average closing price of Precision shares on the TSX for the five trading days before the payment date (generally the fifteenth day before the end of each quarter) to calculate the number of 2024 DSUs. Each notional account is credited with additional DSUs as dividend equivalents for corresponding dividends paid on Precision shares. Where an eligible director that participates in the 2024 DSU plan is not in compliance with the director ownership guidelines, they will automatically receive a portion of their retainer in the form of 2024 DSUs.
2024 DSUs vest immediately and can only be redeemed for Precision shares issued from treasury. The 2024 DSUs may be redeemed on the grant date, the first, third or fifth anniversary of the grant date or such other permissible date specified by the HRCC from time to time.
2024 DSUs cannot be transferred or assigned to another person, other than certain rights that pass to a director’s beneficiary or estate upon death according to the terms of the plan.
If a director also becomes an employee of Precision or an affiliate, he or she can no longer participate in the 2024 DSU plan as of that date but can participate again when employment ends.
The CGNRC and the Board will review the 2024 DSU plan periodically to ensure it remains competitive and continues to meet our business objectives.
Rights and obligations under the 2024 DSU plan may be assigned by Precision to a corporate successor in the business of Precision, any corporation resulting from any amalgamation, reorganization, combination, merger or arrangement of Precision, or any corporation acquiring all or substantially all of the assets or business of Precision.
Granting 2024 DSUs
The total number of Precision shares available for issuance from treasury to eligible directors under the 2024 DSU plan is limited to:
The aggregate value of 2024 DSUs granted to any eligible director in any one-year period is capped at CAD$150,000. This limit does not apply to (i) 2024 DSUs granted to an eligible director in respect of any portion of their annual retainer that they elect to receive in the form of Share Units, or (ii) any one-time grants of 2024 DSUs to a new eligible director upon joining the Board.
The 2024 DSU plan does not affect our other deferred share unit plans for directors.
2025 Management Information Circular 76
Amendments
Subject to the rules, regulations and policies of the TSX and any other stock exchange on which the Precision shares are listed or traded, the Board may amend the 2024 DSU plan and any 2024 DSUs as it deems necessary or appropriate without shareholder approval, but no such amendment shall, without the consent of each eligible Director affected or unless required by applicable law, adversely affect the rights of an eligible director with respect to 2024 DSUs to which the eligible director is then entitled under the 2024 DSU plan. Amendments to the 2024 DSU plan shall be subject to any required approval of the TSX.
Shareholder approval will be required for the following types of amendments:
The Board of Directors may terminate the 2024 DSU plan at any time, but no such termination shall, without the consent of any eligible director affected or unless required by applicable law, adversely affect the rights of an eligible director with respect to 2024 DSUs to which the eligible director is entitled. If the Board of Directors terminates the 2024 DSU plan, no new 2024 DSUs will be credited under the 2024 Director Share Unit Plan, although dividend equivalents will still be credited in accordance with the terms of the 2024 DSU plan. Outstanding 2024 DSUs shall remain outstanding and in effect and shall be redeemed in accordance with the terms and conditions of the 2024 DSU plan existing at the time of its termination.
The 2024 DSU plan will terminate 10 years after its effective date, subject to shareholder approval.
The 2024 DSU plan is available on our SEDAR+ profile at www.sedarplus.ca.
2025 Management Information Circular 77
APPENDIX C – 2024 DIRECTOR CONTINUING EDUCATION |
|
|
|
2024 Director Education Program Topic |
Presented by |
Audit, Finance and Risk Management |
|
Evolving Human Capital Oversight |
National Association of Corporate Directors |
Returns and Growth With Long-Term Buybacks |
Veriten, LLC |
OFS Fundamentals, Trading Perspectives, Capital Markets and M&A Trends |
Tudor, Pickering, Holt & Co |
Unlocking Value in Your Finance Workforce with Gen AI |
KPMG |
Pillar Two Analysis Impacts |
Precision Drilling Corporation |
Supply Chain Management |
Precision Drilling Corporation |
Audit Committee Practices Report: Common Threads Across Audit Committees |
Deloitte |
Corporate Governance |
|
A Quantum Leap in Governance |
Institute of Corporate Directors |
Governance Outlook 2024: Emerging Board Matters |
National Association of Corporate |
Making Better Decisions: Why Board Age Diversity Pays Dividends |
Institute of Corporate Directors |
Organizational Resilience: Why It Matters |
Institute of Corporate Directors |
Artificial Intelligence’s Ethical Frontier: Corporate Governance |
Institute of Corporate Directors |
Trends/Insights from 2024 Proxy Season: Navigating Modern Boardroom Challenges |
Hugessen Consulting Inc |
Lessons from the 2024 Proxy Season |
KPMG |
Insights on Board Composition and Recruitment Trends |
Spencer Stuart |
Redefining Roles: The Evolving Dynamic of CHROs and Comp Chairs |
National Association of Corporate Directors |
Board’s Role in Strategy |
Board Ready Women |
Hot Topics in Governance |
Norton Rose Fulbright |
Are you neglecting ERM reporting? |
Diligent Corporation |
A.I. For Smarter Governance |
Diligent Corporation |
Technology Leadership in the Boardroom: Driving Trust and Value |
National Association of Corporate Directors |
Precision Security Awareness Session |
Arctic Wolf |
Governance Outlook: Emerging Board Matters |
National Association of Corporate Directors |
Cutting Through the Noise: How to Expand the Board’s Continuing Oversight |
Corporate Board Manager |
DEI Under Fire: Should Boards be Concerned |
Agenda |
Politics, Pay and Proposals: 2024 Proxy Season Preview |
Agenda |
US Corporate Transparency Act Update |
Morgan Lewis |
SEC Cybersecurity Disclosure Rules Take Effect: What Boards needs to know |
Agenda |
The Board’s Role in Stakeholder Engagement |
National Association of Corporate Directors |
Onboarding a New CEO in a High Turnover Environment |
Agenda |
Precision 2024 Anti Bribery & Anti Corruption Training |
Precision Drilling Corporation |
Precision 2024/2025 Code of Business Conduct & Ethics Training |
Precision Drilling Corporation |
BoardTrust: Nomination/Governance Committee Training |
CEO Trust |
2024 Proxy Season Overview |
Vinson & Elkins LLP |
Global Summit |
National Association of Corporate Directors |
ESG |
|
Energy Efficiency |
Veriten, LLC |
The Future of Sustainability Reporting with ISSB Standards |
Institute of Corporate Directors |
The Energy Transition Needs to Transition |
Veriten, LLC |
Mastering SEC Climate Disclosures: Strategic Guidance for Boards and Executives |
Diligent Corporation |
CERA The Energy Transition Narratives |
Veriten, LLC |
The Future of Sustainability Reporting with ISSB Standards |
Institute of Corporate Directors |
SEC Climate Rule: What is the Impact on Strategy and Climate? |
KPMG |
Canada’s New Greenwashing Regulations: What You Need To Know |
ARC Energy Research Institute |
The Challenge with Canada’s Proposed Oil and Gas Emissions Cap |
ARC Energy Research Institute |
Scope 3 Emissions: In Scope for Directors |
Institute of Corporate Directors |
Climate Related Disclosures |
Diligent Corporation |
What Does the SEC Climate Disclosure Rule Mean for Boards |
National Association of Corporate Directors |
SEC Climate Disclosure Rule Seminar |
Vinson & Elkins LLP and Ernst & Young |
Human Resources and Compensation |
|
Executive Succession and Transition Planning |
Hugessen Consulting Inc |
Designing Executive Pay Programs Through an Activist Lens |
Chief Executive |
Committee Chair Succession Seminar |
National Association of Corporate Directors |
2025 Management Information Circular 78
2024 Director Education Program Topic |
Presented by |
Industry and Markets |
|
Growth, Returns and Sub Sector Themes |
Veriten, LLC |
How Gen AI is Reshaping the Workforce |
KPMG |
Crude Realities: Unpacking the Politics and Power of Oil |
ARC Energy Research Institute |
What Canadians Are Thinking About Energy Transition and Politics |
ARC Energy Research Institute |
LNG Permits, Saudi Capacity and TSLA |
Veriten, LLC |
Update On Director and Officer Liability For Cyber Attacks |
Institute of Corporate Directors |
There Will be Pipe! Coastal Gas Link and TMX Update and Implications |
Tudor, Pickering, Holt & Co |
The Laws Of Physics And Thermodynamics And Economics Are Stubborn |
Veriten, LLC |
Carbon Spotlight: Demystifying Canadian Levies, Markets and Beyond |
ARC Energy Research Institute |
US M&A but Canada – Not Today? |
Tudor, Pickering, Holt & Co |
Clarifications on Fading Energy Transition |
Veriten, LLC |
Off Coal: A Conversation with Avik Dey of Capital Power |
National Association of Corporate Directors |
30 Years of Perpetual Energy Transition |
Veriten, LLC |
Leadership Roundtable - Harnessing Risk: Transforming Chaos & Uncertainty into Opportunity |
Caldwell Partners |
LNG Set up… What is Canada Building Into? Analysis of Global LNG Trends |
Tudor, Pickering, Holt & Co |
Upskilling and Reskilling for Gen AI value realization |
KPMG |
Macro Turmoil and the G Word (Growth) |
Veriten, LLC |
Structural Macro Drivers Transcend Elections – Geopolitics and Policy |
Veriten, LLC |
What Does Energy Look Like Over The Next 4 Years? |
Veriten, LLC |
Election Take-Aways For the Energy Sector |
Veriten, LLC |
Shachi Kurl on Trump, Trade and Canadian Politics |
ARC Energy Research Institute |
Indigenous Partnerships Beyond Energy and Natural Resources |
Institute of Corporate Directors |
Bettering the Outlook for Energy |
Veriten, LLC |
Navigating the New Sanctions Landscape |
Diligent Corporation |
Election Insights |
National Association of Corporate Directors |
Impact of E&P Consolidation on U.S. Market |
Daniel Energy Partners |
Long-Term Energy Investor Perspectives |
Encompass and Franklin Advisers |
24th Annual Energy Conference |
Piper Sandler |
World Geopolitical Review |
Meghan O'Sullivan, Harvard Kennedy School |
Annual Membership and Public Policy Forum |
United States Energy Association |
Energy and Power - Board of Directors Breakfast |
Piper Sandler |
Directors' Dinner and Fireside Chat |
Tudor, Pickering, Holt & Co |
2025 Management Information Circular 79
APPENDIX D – BOARD OF DIRECTORS CHARTER |
|
|
|
PURPOSE
The Board of Directors (the Board of Directors) of Precision Drilling Corporation (the Corporation) is responsible for the stewardship of the business and affairs of the Corporation. The Board of Directors discharges its responsibility by providing direction to management of the Corporation (Management) and overseeing that all major issues affecting the business and affairs of the Corporation are given proper consideration.
BOARD RESPONSIBILITIES
The Board of Directors shall:
Strategy and Budget
Senior Management
Heath & Safety and Corporate Responsibility
Financial Reporting and Risk Management
2025 Management Information Circular 80
Ethics, Disclosure and Corporate Conduct
Delegation and Board Composition
Board of Directors Process/Effectiveness
2025 Management Information Circular 81
Structure and Authority
Composition
Election, Appointment and Replacement
Meetings and Quorum
Minutes
Review of Charters and Position Descriptions
Stakeholder Engagement
Approved effective July 31, 2024
2025 Management Information Circular 82
Precision Drilling Corporation
Suite 800, 525 – 8th Avenue SW | Calgary, Alberta, Canada T2P 1G1
Phone: 403.716.4500
Email: info@precisiondrilling.com
Download the latest about Precision Drilling Corporation at: www.precisiondrilling.com.
Precision Drilling Corporation is traded on the TSX under the symbol PD and the NYSE under the symbol PDS.
Virtual only meeting via live audio webcast online at https://meetnow.global/MWTY5VA.
If you have any questions or require any assistance in executing your Precision Drilling Corporation proxy or voting instruction form, please call our Proxy Solicitation Agent, Sodali & Co at:
North American Toll-Free Number: 1.888.444.0609
Outside North America, Banks, Brokers and Collect Calls: 1.289.695.3075
Email: assistance@investor.sodali.com
North American Toll-Free Facsimile: 1.877.218.5372
Exhibit 99.2
Exhibit 99.3
NOTICE OF OUR 2025 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS |
|
|
|
WHAT: 2025 Annual and Special Meeting of Shareholders (the Meeting) of Precision Drilling Corporation WHEN: Thursday, May 15, 2025, at 10:00 a.m. Mountain Daylight Time (MDT) WHERE: Virtual-only Meeting via live audio webcast online at https://meetnow.global/MWTY5VA |
This year, we will be holding the Meeting in a virtual-only format via live audio webcast where registered shareholders and duly appointed proxyholders can participate, vote, or submit questions during the Meeting.
Business Items |
Recommendation of the Board |
||
|
1 |
Receive the Audited Consolidated Financial Statements and Report of the Auditors for the Year Ended December 31, 2024 |
|
|
2 |
Appoint the Auditors and Authorize the Directors to Set the Auditors’ Fee |
FOR |
|
3 |
Elect the Directors |
FOR |
|
4 |
Participate in Our ‘say on pay’ Advisory Vote |
FOR |
|
5 |
Reconfirmation and Continuation of Our Shareholder Rights Plan |
FOR |
|
6 |
Other Business |
|
Your Vote is Important
The 2025 Annual and Special Meeting of Shareholders is your opportunity to voice your opinion on important matters concerning the Company. Shareholders are encouraged to exercise their right to vote.
The Management Information Circular includes important information about what the Meeting will cover, how to vote, our governance practices, and executive compensation at Precision Drilling Corporation. For more information on how to vote your shares and procedures for attending and participating at the virtual Meeting, see "General Information About the Annual and Special Meeting" on page 67 of the enclosed Management Information Circular.
By order of the Board of Directors,
/s/ Veronica H. Foley
Veronica H. Foley
Chief Legal and Compliance Officer
Exhibit 99.4
Notice-and-Access Notification to Beneficial Shareholders
|
You are receiving this notification as Precision Drilling Corporation (Precision) has elected to utilize the notice-and-access provisions adopted by the Canadian Securities Administrators (Notice-and-Access) for delivery of its information circular and related proxy materials, as well as Precision's 2024 Annual Report (which includes its audited consolidated financial statements for the fiscal year ended December 31, 2024 and the related management's discussion and analysis) (collectively, the Meeting Materials) to its shareholders who do not hold their Precision common shares in their own name (the Beneficial Shareholders). Precision will not utilize Notice-and-Access with respect to the mailing of the Meeting Materials to Beneficial Shareholders who have standing instructions, or have otherwise requested, to receive paper copies of materials. Rather, such shareholders will receive paper copies of the Meeting Materials.
The use of this alternative means of delivery is more environmentally friendly as it helps reduce paper use and also reduces the cost of printing and mailing materials to shareholders.
Please review the information circular before voting.
You are invited to our 2025 Annual and Special Meeting of Shareholders:
When |
Where |
May 15, 2025 10:00 AM Mountain Daylight Time (MDT) |
Virtual-only meeting via live audio webcast online at https://meetnow.global/MWTY5VA |
Items of Business |
Section of Information Circular |
1. Receive the Audited Consolidated Financial Statements and Report of the Auditors for the Year Ended December 31, 2024
|
“Receive the Audited Consolidated Financial Statements and Report of the Auditors for the Year Ended December 31, 2024” see page 8. |
2. Appoint the Auditors and Authorize the Directors to Set the Auditors’ Fees
|
“Appoint the Auditors and Authorize the Directors to Set the Auditors’ Fee” see page 9. |
3. Elect the Directors
|
“Elect the Directors” see page 11. |
4. Participate in Our ‘say on pay’ Advisory Vote
|
“Participate in Our ‘say on pay’ Advisory Vote” see page 33. |
5. Reconfirmation and Continuation of Our Shareholder Rights Plan
|
“Approve the Reconfirmation and Continuation of Our Shareholder Rights Plan” see page 61. |
6. Other Business
|
“Other Business” see page 66. |
Particulars of the matters to be brought before the Meeting are set forth in the information circular. Shareholders are reminded to review the information circular carefully and in full prior to voting in relation to the matters to be conducted at the meeting.
1 |
|
Precision Drilling Corporation |
|
Websites Where Meeting Materials are Posted
Meeting Materials can be viewed online under Precision's profile on SEDAR+ at www.sedarplus.ca or on our website at www.precisiondrilling.com.
Requests for Paper Copies by Beneficial Holders
Beneficial Shareholders may request paper copies of the Meeting Materials to be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the information circular was filed on SEDAR+ by entering the 16-digit control number located on your voting instruction form at the website www.proxyvote.com or by telephone at 1.877.907.7643 (toll free in North America). If you do not have a control number please call English toll free 844-916-0609 or from outside North America 303-562-9305 or French toll free 844-973-0593 or from outside North America 303-562-9306.
The proxy deposit date and time for Beneficial Shareholders is 10:00 AM MDT on May 13, 2025 (or if the meeting is postponed or adjourned, by 10:00 AM MDT two business days before the adjourned or postponed meeting is reconvened). In order to allow reasonable time for a Beneficial Shareholder to receive and review a paper copy of the Meeting Materials in advance of the proxy deposit date and time, we estimate that any Beneficial Shareholder wishing to request a paper copy of the Meeting Materials should submit such request in accordance with the instructions set forth above on or before April 29, 2025.
Questions
If you have questions on the Notice-and-Access process, contact our proxy solicitors, Sodali & Co, at 1.888.444.0609 (toll free in North America) or 1.289.695.3075 (collect, outside North America).
|
Send in your voting instructions right away! Your completed voting instruction form must be received by Broadridge using one of the following methods by 10:00 AM MDT on May 13, 2025 for your vote to count: ▪
Internet: www.proxyvote.com
▪
Telephone:
1.800.474.7493 (English) 1.800.474.7501 (French) 1.800.454.8683 (U.S.) |
|
|
▪
Mail (Canada):
Broadridge Data Processing Centre PO Box 3700 Stn Industrial Park Markham ON L3R 9Z9 |
▪
Mail (U.S.):
Proxy Services PO Box 9104 Farmingdale NY 11735-9533 |
|
If you have questions on the Notice-and-Access process, contact our proxy solicitors, Sodali & Co ▪
1.888.444.0609 (toll free in North America)
▪
1.289.695.3075 (collect, outside North America)
|
2 |
|
Precision Drilling Corporation |
|
Exhibit 99.5
Notice-and-Access Notification to Registered Shareholders |
You are receiving this notification as Precision Drilling Corporation (Precision) has elected to utilize the notice-and-access provisions adopted by the Canadian Securities Administrators (Notice-and-Access) for delivery of its information circular and related proxy materials, as well as Precision's 2024 Annual Report (which includes its audited consolidated financial statements for the fiscal year ended December 31, 2024 and the related management's discussion and analysis) (collectively, the Meeting Materials) to its shareholders who hold their Precision common shares in their own name (the Registered Shareholders). Precision will not utilize Notice-and-Access with respect to the mailing of the Meeting Materials to Registered Shareholders who have standing instructions, or have otherwise requested, to receive paper copies of materials. Rather, such shareholders will receive paper copies of the Meeting Materials.
The use of this alternative means of delivery is more environmentally friendly as it helps reduce paper use and also reduces the cost of printing and mailing materials to shareholders.
Please review the information circular before voting.
You are invited to our 2025 Annual and Special Meeting of Shareholders:
When |
Where |
May 15, 2025 10:00 AM Mountain Daylight Time (MDT) |
Virtual-only meeting via live audio webcast online at https://meetnow.global/MWTY5VA |
Items of Business |
Section of Information Circular |
1. Receive the Audited Consolidated Financial Statements and Report of the Auditors for the Year Ended December 31, 2024
|
“Receive the Audited Consolidated Financial Statements and Report of the Auditors for the Year Ended December 31, 2024” see page 8. |
2. Appoint the Auditors and Authorize the Directors to Set the Auditors’ Fees
|
“Appoint the Auditors and Authorize the Directors to Set the Auditors’ Fee” see page 9. |
3. Elect the Directors
|
“Elect the Directors” see page 11. |
4. Participate in Our ‘say on pay’ Advisory Vote
|
“Participate in Our ‘say on pay’ Advisory Vote” see page 33. |
5. Reconfirmation and Continuation of Our Shareholder Rights Plan
|
“Approve the Reconfirmation and Continuation of Our Shareholder Rights Plan” see page 61. |
6. Other Business
|
“Other Business” see page 66. |
Particulars of the matters to be brought before the Meeting are set forth in the information circular. Shareholders are reminded to review the information circular carefully and in full prior to voting in relation to the matters to be conducted at the meeting.
1 |
|
Precision Drilling Corporation |
|
Websites Where Meeting Materials are Posted
Meeting Materials can be viewed online under Precision's profile on SEDAR+ at www.sedarplus.ca or on our website at www.precisiondrilling.com.
Requests for Paper Copies by Registered Holders
At any time prior to the date of the Meeting, you can request a paper copy of the Meeting Materials, free of charge, by calling the phone number below.
Phone (toll-free): |
1.866.962.0498 (or 514.982.8716 for shareholders outside of Canada and the United States) |
On or after the date of Meeting, you can request a paper copy of the Meeting Materials by submitting a request by email at investorrelations@precisiondrilling.com or by calling 403.716.4500 (for holders in Canada) or 713.435.6100 (for holders in the United States). A paper copy will be sent to you within 10 calendar days after receiving your request.
The proxy deposit date and time for Registered Shareholders is 10:00 AM MDT on May 13, 2025 (or if the meeting is postponed or adjourned, by 10:00 AM MDT two business days before the adjourned or postponed meeting is reconvened). In order to allow reasonable time for a Registered Shareholder to receive and review a paper copy of the Meeting Materials in advance of the proxy deposit date and time, we estimate that any Registered Shareholder wishing to request a paper copy of the Meeting Materials should submit such request in accordance with the instructions set forth above on or before April 29, 2025.
Questions
If you have questions on the Notice-and-Access process, contact our proxy solicitors, Sodali & Co, at 1.888.444.0609 (toll-free in North America) or 1.289.695.3075 (collect, outside North America).
|
Send in your voting instructions right away! Your completed voting instruction form must be received by Computershare using one of the following methods by 10:00 AM MDT on May 13, 2025 for your vote to count: ▪
Internet: www.investorvote.com
▪
Telephone:
1.866.732.8683 (Toll Free) 312.588.4290 (Direct Dial) ▪
Mail:
Computershare 8th Floor, 100 University Avenue Toronto ON M5J 2Y1
If you have questions on the Notice-and-Access process, contact our proxy solicitors, Sodali & Co. ▪
1.888.444.0609 (toll free in North America)
▪
1.289.695.3075 (collect, outside North America)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
Precision Drilling Corporation |
|
Exhibit 99.6