NEX NexTier Oilfield Solutions Inc

☐  Preliminary Proxy Statement

☐  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐  Definitive Proxy Statement

☒  Definitive Additional Materials

☐  Soliciting Material Pursuant to §240.14a-12

☒  No fee required.

☐  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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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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Submitting written notice of revocation to NexTier Oilfield Solutions Inc., 3990 Rogerdale Rd, Houston, Texas 77042, Attn: Corporate Secretary, so long as such notice is received no later than 11:59 p.m., Eastern Time, the day before the Annual Meeting;

Voting again by Internet or telephone at a later time before the closing of those voting facilities at 11:59 p.m., Eastern Time, on the day before the Annual Meeting

Submitting a later dated proxy with new voting instructions by mail or through the telephone or Internet voting systems, so long as such notice is received no later than 11:59 p.m., Eastern Time, the day before the Annual Meeting; or

Attending the Annual Meeting and voting your shares in person (attending the Annual Meeting will not by itself have the effect of revoking a previously submitted proxy).

With respect to 2020, amounts for Mr. Pucheu reflect the payment of a special retention bonus granted in connection with the Merger, amounts for Mr. Vaclavik reflect a special retention bonus granted in connection with the Company’s initial public offering. See “Compensation Discussion & Analysis — Retention Bonuses”) and amounts for Mr. Powell reflect payment of the Value Creation Bonus payable in connection with certification by the Compensation Committee of $100 million of annualized run-rate synergies achieved in connection with the Merger. See “Compensation Discussion & Analysis — Former NEO Agreements — Greg Powell Separation”.

Reflects the grant date fair value calculated in accordance with ASC 718 of the RSUs granted to the NEOs in each of fiscal years 2020, 2019 and 2018, and the PSUs granted to each of Messrs. Drummond, Powell, and McDonald in 2019 and each NEO in 2020, assuming target performance. See Note 12—Stock- Based Compensation in our audited consolidated and combined financial statements included in our 2020 10-K for a discussion of the assumptions used in the valuation of such awards. The grant date fair value assuming the highest level of performance conditions were achieved for the 2020 PSUs, are as follows: Mr. Drummond — $5,619,772; Mr. Pucheu — $1,210,467; Mr. McDonald — $1,861,470; Mr. Henkes — $702,471; Mr. Vaclavik — $702,471; and Mr. Powell — $285,028.

Reflects the grant date fair value calculated in accordance with ASC 718 of the stock options granted to the NEOs in fiscal year 2018. See Note 12—Stock-Based Compensation in our audited consolidated and combined financial statements included in our 2019 10-K for a discussion of the assumptions used in the valuation of such awards.

Represents amounts earned under the 2020 Executive Bonus Program. See “Compensation Discussion & Analysis — 2020 Executive Bonus Program”.

A detailed breakdown of “All Other Compensation” is provided in the table below:

Amounts represent the range of annual cash incentive awards the NEO was potentially entitled to receive based on the achievement of performance goals for fiscal year 2020 under the 2020 Executive Bonus Program as more fully described in “—Compensation Discussion and Analysis—2020 Annual Incentives.” The amounts actually paid are reported in the Non-Equity Incentive Plan column of the Summary Compensation table. Pursuant to the 2020 Executive Bonus Plan, performance below a specific threshold will result in no payment with respect to that performance goal, and the maximum was capped at target.

Reflects the maximum bonus payable to each executive under the Company’s Executive Incentive Bonus Plan, which was capped at target for 2020.

Represents the potential number of shares associated with the payout opportunity approved by the Compensation Committee under the PSUs. The potential payouts are performance-based and therefore at risk. If earned, the units are converted to shares based on the attainment of relative TSR rank over the performance period, as described in “—Compensation Discussion and Analysis—2020 Long-Term Incentives.”

Represents shares underlying time-based RSUs, which vest ratably on each of the first three anniversaries of the date of grant.

Reflects the grant date fair value as calculated in accordance with ASC 718. Assumptions used in the valuation of equity-based awards are discussed in “Note 12—Stock-Based Compensation” in our audited consolidated and combined financial statements included in our 2020 10-K. With respect to PSUs, assumes target performance.