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Share Name | Share Symbol | Market | Type |
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Independence Contract Drilling Inc | NYSE:ICD | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.02 | -1.30% | 1.52 | 1.56 | 1.47 | 1.56 | 20,309 | 23:07:46 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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Pay for Performance
. The Compensation Committee is focused on aligning CEO pay utilizing an increasing percentage of performance-based pay. For 2017, the value of equity-based compensation (based on grant date values) increased both in amount and as a percentage of total pay. In addition, for compensation decisions made in 2018, the Company increased the percentage of performance-based equity awards to 50% of the total value of equity award grants. The Compensation Committee intends to utilize this increased level of performance-based equity compensation on a go-forward basis.
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Shareholder Return
. During the three-year performance period ended December 31, 2017, the oil and gas industry experienced a significant decline in demand for its products and services, with oil prices falling to as low as $26 per barrel during this period. As a result, absolute shareholder return for the entire oilfield services industry during this period as negative. Given the unique nature and extreme cyclicality of the U.S. land contract drilling industry, we believe total shareholder return ("TSR") measurement across our industry peers is a much more accurate assessment of performance compared to measurement against broad indices such as the Russell 3000 or MSCI ACWI: Energy Equipment & Services index. Among the Company’s land drilling peers and similarly situated oilfield service companies, the Company is above the median or approaching the top quartile for 2017 TSR and for three-year TSR ending December 31, 2017.
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Peer Group
. The Company’s disclosed peer group of companies includes several peers that are much larger in size than the Company. To mitigate this factor in making compensation decisions, the Compensation Committee placed CEO pay within the bottom quartile of this peer group. In addition, the Committee evaluated CEO pay against a subset of smaller public companies noting that CEO pay fell within the midpoint of this peer group. Further, in making 2018 compensation decisions in February of this year, the Compensation Committee changed the peer group of companies it utilized. This change eliminated many companies with substantially greater size than the Company.
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Emerging Growth Status
. The Company is an “emerging growth company” ("EGC") under applicable Securities and Exchange Commission rules and regulations. As an EGC, the Company is not required to include in its filings expansive compensation disclosure and analysis ("CD&A") required by more-seasoned public companies. Beginning in 2019, the Company will no longer be classified as an EGC and will include expanded CD&A disclosures.
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GL’s 2017 Pay for Performance chart gave ICD an “A” rating and showed higher than median performance combined with CEO compensation at lower levels than the associated median of peer CEO compensation.
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ISS’ Relative Degree of Alignment placed the Company slightly above the median on CEO pay and TSR performance approaching the top quartile - clearly showing relative performance exceeding the positioning of the CEO’s compensation compared to the ISS peer group. However, while the GL report acknowledged this pay for performance alignment, ISS on the other hand, gave it a “High Concern”.
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A substantial portion of executive pay based on performance against goals set by the Compensation Committee;
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No tax gross-ups for executive officers; and
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Compensation subject to clawback in the event of misconduct, consistent with Section 304 of the Sarbanes-Oxley Act.
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Date: May 15, 2018
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/s/ Thomas R. Bates, Jr.
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Name: Thomas R. Bates, Jr.
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Title: Chairman of the Board
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Date: May 15, 2018
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/s/ Daniel F. McNease
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Name: Daniel F. McNease
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Title: Chairman of the Compensation Committee
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1 Year Independence Contract Dr... Chart |
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