


NOTICE OF OUR 2026 ANNUAL MEETING OF SHAREHOLDERS |
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WHAT: 2026 Annual Meeting of Shareholders (the Meeting) of Precision Drilling Corporation WHEN: Thursday, May 14, 2026, at 10:00 a.m. Mountain Daylight Time (MDT) WHERE: Virtual-only Meeting via live audio webcast online at https://meetnow.global/M9JFRVX |
This year, we will be holding the Meeting in a virtual-only format via live audio webcast where registered shareholders and duly appointed proxy holders can participate, vote, or submit questions during the Meeting.
Business Items |
Recommendation of the Board |
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1 |
Receive the Audited Consolidated Financial Statements and Report of the Auditors for the Year Ended December 31, 2025 |
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Appoint the Auditors and Authorize the Directors to Set the Auditors’ Fee |
FOR |
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3 |
Elect the Directors |
FOR |
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4 |
Participate in Our ‘say on pay’ Advisory Vote |
FOR |
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5 |
Other Business |
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Your Vote is Important
The 2026 Annual Meeting of Shareholders is your opportunity to express your views on important matters related to the Company. Shareholders are encouraged to exercise their right to vote.
The Management Information Circular includes important information regarding the matters to be considered at the Meeting, voting procedures, our governance practices, and executive compensation in 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 Meeting" on page 59 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 |
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Dear Fellow Shareholders, On behalf of our Board of Directors, the management team, and all of our employees, thank you for your investment in Precision. We appreciate your confidence in our strategy and leadership and look forward to your participation in our upcoming virtual Annual Meeting of shareholders. This Management Information Circular provides details on the matters to be considered at the Meeting, as well as instructions on how to vote your shares. 75 Years of Disciplined Execution and Strong Financial Performance 2025 was a year marked by a successful leadership transition and disciplined operational and financial performance. The internal appointments of a new Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer were completed seamlessly, underscoring the depth of our organization and the experience of our leadership team. The Company is well-positioned for continued success as we mark our 75th anniversary in 2026. Our focus on operational excellence, cost discipline, and field-level execution delivered another year of substantial free cash flow generation in 2025. During the year, Precision reduced debt by $101 million, achieving our annual debt reduction target, while increasing our cash balance and maintaining significant liquidity. Since 2022, we have repaid $535 million of debt, and our Net Debt to Adjusted EBITDA(1) leverage ratio was approximately 1.2 times at year end 2025, well on track toward our long-term target of below 1.0 times. We remain committed to returning capital to shareholders while also investing to maintain a high-quality industry-leading fleet. In 2025, this included responding to customer demand by upgrading 27 of our 175 marketable drilling rigs across Canada and the U.S. Operationally, 2025 reflected the strength and resilience of Precision’s business. Customer demand for our Super Series rigs, Alpha™ technologies, and EverGreen™ suite of environmental solutions remained strong throughout the year, supporting high activity levels in Canada and steady performance in the United States, despite a challenging industry backdrop. We further solidified our leading market share in Canada and also meaningfully increased our U.S. activity, where we grew from a low of 27 active rigs earlier in the year to a peak of 40 rigs in the fourth quarter. Internationally, our operations continued to provide a stable and predictable source of earnings and cash flow, supported by long-term contracts extending into 2027 and 2028. We continue to invest in performance-driven technology, including advancements in automation, robotics, predictive maintenance, and lower-emission energy solutions to meet evolving customer needs, differentiate our service offering, and grow technology-related revenue. These investments reinforce our High Performance, High Value strategy and support sustainable value creation. While strong operational performance and financial returns are critical, we wholeheartedly believe that they are only as strong as the people who deliver them. Our employees are the cornerstone of Precision’s success and our most valuable asset. We remain committed to investing in training, development, and promoting an inclusive culture that values employees’ safety, diverse perspectives and continuous improvement. By encouraging continuous learning and engagement, we support both personal growth and the long-term strength of our organization. With constructive long-term fundamentals for the energy industry and the continued execution of our High Performance, High Value strategy, we remain confident in Precision’s ability to deliver sustainable shareholder value over time. We encourage all shareholders to review the materials in this Circular and to vote their shares at the upcoming Meeting. Thank you for your continued investment in Precision. Notes: (1) Non-GAAP measure - see Financial Measures and Ratios on page 64. |
Steven W. Krablin Chair of the Board of Directors |
Carey T. Ford President and Chief Executive Officer |
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WELCOME TO OUR 2026 MANAGEMENT INFORMATION CIRCULAR |
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This document includes important information about Precision Drilling Corporation and the business of our 2026 Annual 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 25, 2026, 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 2025.
Please take time to read the Circular and remember to vote. We look forward to your attendance on May 14, 2026.
TABLE OF CONTENTS
1 |
Who We Are |
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2 |
What We Did In 2025 |
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4 |
Corporate Responsibility |
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5 |
Our Approach to Governance |
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7 |
Agenda Item 1 - Receive the Audited Consolidated Financial Statements and Report of the Auditors for the Year Ended December 31, 2025 |
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8 |
Agenda Item 2 - Appoint the Auditors and Authorize the Directors to Set the Auditors’ Fee |
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10 |
Agenda Item 3 - Elect the Directors |
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11 |
Who Are Our Nominated Directors |
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20 |
How We Operate |
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21 |
How We Are Organized, Selected and Evaluated |
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28 |
What We Prioritize |
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30 |
How We Are Compensated |
32 |
Agenda Item 4 - Participate in Our ‘say on pay’ Advisory Vote |
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34 |
A Message from the Chair of the Human Resources and Compensation Committee |
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35 |
What Is Our Compensation Oversight and Process |
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40 |
Who We Paid in 2025 |
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41 |
What We Paid in 2025 |
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49 |
How Our CEO Is Compensated |
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52 |
2025 Compensation Details |
58 |
Agenda Item 5 - Other Business |
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59 |
General Information About the Annual Meeting |
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64 |
Other Information |
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67 |
Appendices |
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67 |
Appendix A – About DSUs |
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68 |
Appendix B – Summary of the 2024 Director Share Unit Plan |
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70 |
Appendix C – 2025 Director Continuing Education |
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72 |
Appendix D – Board of Directors Charter |
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76 |
Appendix E – Change of Auditor Reporting Package |
WHO WE ARE |
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Precision is a leading provider of safe, efficient, and environmentally responsible High Performance, High Value services to the energy industry, offering customers access to an extensive fleet of Super Series drilling rigs. As we mark our 75th anniversary in 2026, Precision continues to build on a legacy of operational excellence, innovation, and disciplined execution. Precision offers an industry-leading digital technology portfolio known as AlphaTM technologies that leverages advanced automation software and analytics to generate more efficient, predictable, and repeatable results for our customers. Our drilling services are further enhanced by our EverGreenTM suite of environmental solutions, which bolsters our commitment to reducing the environmental impact on our operations. Additionally, Precision’s oilfield services include a broad range of well service rigs, rental equipment and camps, all backed by a comprehensive mix of technical support services and skilled, experienced personnel.
From our founding as a private drilling contractor in 1951, Precision has spent 75 years evolving alongside our customers and the energy industry, growing to become one of the most active drillers in North America. Our vision is to be globally recognized as the High Performance, High Value provider of land drilling services. Our mission is to deliver leading 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 long-term financial returns for our investors.
Our High Performance, High Value competitive advantage is underpinned by five distinguishing features:
WHAT WE 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 invest in our people ✓ Provide industry leading training to our field staff at two drilling technical centers, in Nisku, Alberta and Houston, Texas ✓ Provide a full range of health, disability, retirement, and educational assistance benefits for our employees |
WHAT WE DO NOT DO |
Operate offshore drilling rigs Transport, refine, or store oil and natural gas Participate in 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 |
2026 Management Information Circular 1
WHAT WE DID IN 2025 |
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In 2025, global energy demand growth was tempered by several geopolitical events, including OPEC+ easing of curtailments, trade and tariff uncertainty, international conflicts, and concerns over excess supply. In the U.S., West Texas Intermediate (WTI) fell 14%, averaging US$64.81 per barrel compared to US$75.73 in 2024. In contrast, Henry Hub natural gas prices increased 51% and averaged US$3.63 per MMBtu as demand was expected to increase with the build out of LNG projects and AI data centers. Canadian and U.S. producers remained focused on capital discipline and shareholder returns versus production growth and as a result, average industry drilling activity decreased 5% in Canada and 6% in the U.S. in 2025.
Accomplishments and Highlights
Precision has a multi-year track record of clearly defining and delivering on our strategic initiatives, and 2025 was no exception. We delivered another year of strong free cash flow, met our debt repayment and shareholder capital return targets, grew our drilling rig market share in Canada, improved our U.S. drilling rig utilization, and maintained our operating margins in both Canada and the U.S. even with average industry activity declining 5% and 6%, respectively. Our international drilling operation and Completion and Production Services businesses both continued to provide meaningful free cash flow during the year.
Demand for our services remained robust as our High Performance, High Value strategy, along with our Super Series rigs, AlphaTM technologies, EverGreenTM suite of environmental solutions, and our people, continue to differentiate our services.
2025 Accomplishments
2025 Strategic Priorities |
2025 Results |
Maximize free cash flow through disciplined capital deployment and strict cost management.
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▪ Generated cash from operations of $413 million, allowing us to fund 27 major rig upgrades, meet our debt reduction and share purchase goals, and increase our cash balance by $12 million year over year. ▪ Realized approximately $10 million in annual savings by proactively reducing fixed costs in the first quarter of 2025 to address market uncertainty. ▪ Delivered resilient operating margins(1) in Canada and the U.S. while average industry activity declined. ▪ Sustained Completion and Production Services Adjusted EBITDA and free cash flow generation even though we wound down our U.S. well service operation in the second quarter. |
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(2) 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. |
▪ Reduced debt by $101 million and ended the year with a Net Debt to Adjusted EBITDA ratio of 1.2 times. Continue to target a sustained Net Debt to Adjusted EBITDA ratio of below 1.0 times. ▪ Well positioned to meet our long-term debt reduction target of $700 million between 2022 and 2027. As of December 31, 2025, we have reduced debt by $535 million since the beginning of 2022. ▪ Returned $76 million to shareholders through share repurchases, achieving the midpoint of our target range and reducing our outstanding shares by 6%. ▪ Renewed our Normal Course Issuer Bid (NCIB) in September, allowing share repurchases of up to 10% of the public float. |
Grow revenue in existing service lines through contracted upgrades, optimized pricing and utilization, and opportunistic consolidating tuck-in acquisitions. |
▪ Invested $107 million in expansion and upgrade capital, including 27 major customer-funded rig upgrades in Canada and the U.S. ▪ Relocated two Super Triple rigs from the U.S. to Canada under long-term contracts. ▪ Grew our leading Canadian drilling rig market share year over year(2) and maintained strong pricing with revenue per utilization day improving 2%. ▪ Grew U.S. rig utilization in 2025 from a low of 27 active rigs in February to a peak of 40 active rigs in October and exited the year with 36 active rigs. ▪ Continued to expand our EverGreenTM suite of environmental solutions product offering across our Super Series fleet, increasing revenue 22% year over year. |
Notes:
2025 Highlights
2 2026 Management Information Circular
Our 2026 Strategic Priorities
Precision is well positioned from an operational and financial perspective to drive continued shareholder value in 2026 and beyond. We have established the following strategic priorities for 2026:
2026 Strategic Priorities |
▪ Drive revenue growth and deepen customer relationships through contracted upgrades, continuous operational excellence, and by leveraging our performance-driven technology as a key competitive differentiator. ▪ Maximize free cash flow through strategic capital deployment and sustained cost discipline. ▪ Enhance shareholder returns by reducing debt by $100 million and allocating up to 50% of free cash flow, before debt repayments, directly to shareholders. |
2026 Management Information Circular 3
CORPORATE RESPONSIBILITY |
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As a service provider, Precision does not control the number of rigs our customers choose to operate, or how they operate and activity levels can fluctuate significantly over time due to market conditions. Given this variability, absolute environmental targets would not provide a consistent or decision-useful measure of our 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, independent of market cycles or activity level.
Our Environmental, Social and Governance (ESG) philosophy is framed by the Company’s Core Values. Our Core Values shape our culture, guide how we work, build relationships, and drive performance. By working together and striving to do the right things every time, we create a safer, more responsible, and high-performing organization. Consistent with this strategy, ESG considerations are integrated into our operations, capital allocation, and risk management processes. Through this shared commitment, we seek to create durable value for our employees, customers, investors, and the communities in which we operate.
2025 ESG Highlights
In 2025, Precision reinforced its Corporate Responsibility commitments through multiple key initiatives to ensure ESG is appropriately accounted for in our operations. We continued to adhere to and apply the findings of our 2024 ESG materiality assessment to identify and prioritize those matters that are most critical to our business’ long-term success. We also updated our disclosure and continue to align with Sustainability Accounting Standards Board (SASB), Task Force on Climate-Related Financial Disclosures (TCFD), and the United Nations Sustainable Development Goals. These assessments inform our sustainability strategy, reporting practices, and risk oversight processes.
Most importantly, Precision remains committed to responsibly supporting global energy needs by offering products and services that support 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:
During the year, we continued to expand our EverGreenTM suite of environmental solutions product offering across our Super Series rigs, focusing on reducing diesel consumption and lower-GHG energy sources. Our suite of technologies includes a diverse range of solutions specifically designed to quantify and reduce GHG emissions during rig operations and includes field monitoring systems, Battery Energy Storage Systems (BESS), dual-fuel engines, natural gas engines and grid tie-in technology for our Super Triple rigs. Our EverGreenTM product offerings to our Super Single rigs include LED mast lighting and EverGreenHydrogenTM systems. We are also actively exploring lower-GHG energy sources for our support facilities, offices, and equipment, reinforcing our commitment to become a low GHG-emitting land drilling rig provider across all applications.
The Board plays a pivotal role in overseeing the Company’s commitment to ESG. This oversight encompasses the formulation of approaches, strategic planning, performance evaluation, monitoring processes, and disclosure practices with an emphasis on long-term value creation and risk oversight. 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 its various committees and our Health, Safety, Environment Council (HSE Council) detailing ESG mapping, materiality assessments, and a comprehensive analysis of ESG-related risks and emerging regulatory and stakeholder developments. The Board is responsible for ensuring that Management is integrating ESG considerations into the Company’s decision-making processes in a disciplined and commercially responsible manner. Specifically, the Board reviews areas including:
This transparent reporting structure allows us to address emerging issues, capitalize on opportunities, and ensure that Precision’s strategic priorities are rooted in our ESG framework while driving long-term value for our stakeholders.
4 2026 Management Information Circular
OUR APPROACH TO GOVERNANCE |
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Our shares are listed on the Toronto Stock Exchange (TSX), the New York Stock Exchange (NYSE) and NYSE Texas, Inc. (NYSE Texas). 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 adapt to regulatory changes that apply to us as a dual-listed issuer in Canada and the U.S., and adopt 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.
The 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 Directors 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 Corporate Governance, Nominating and Risk Committee (CGNRC).
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 that 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. The Code establishes expectations regarding ethical decision-making, compliance with applicable laws and regulations, labor and human rights protections, environmental responsibility, and anti-bribery and anti-corruption practices, reinforcing Precision’s commitment to responsible and transparent business operations.
In 2025, Precision implemented a standalone Supplier Code of Conduct to strengthen governance oversight and supply chain risk management. The Supplier Code applies to suppliers and business partners across Precision’s global operations and sets clear expectations for ethical conduct, legal compliance, safety, environmental stewardship, and respect for human rights. Together, the Code and the Supplier Code of Conduct reinforce Precision’s compliance and risk management framework by promoting transparency, accountability, and responsible sourcing throughout our supply chain.
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 or related compliance concerns. 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 to anyone within or outside 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 2025 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. |
2026 Management Information Circular 5
Internal Policies
We take proactive measures to ensure our workforce and the Board understand their obligations to uphold our standards and the law regarding 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 in a manner consistent with applicable laws and regulations.
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.
The following are some of our internal policies that we have put in place to ensure compliance and to reflect our current business practices and risk profile:
▪ Human Rights ▪ Anti-Bribery and Anti-Corruption ▪ International Trade - Sanctions ▪ Insider Trading ▪ Privacy ▪ Compensation Recoupment (Clawback) ▪ Disclosure Policy |
▪ 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 that any consequences stemming from our policies, employment agreements and incentive plans align with Precision’s best interests and support sound risk management and governance practices.
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 to the extent permitted by law.
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 2026, the Board approved Precision’s third report under Canada’s Fighting Against Forced Labour and Child Labour in Supply Chains Act. Our current processes reinforce our commitment to supply chain transparency, requiring our vendors to undergo a rigorous accreditation process, designed to identify and assess potential modern slavery concerns. Additionally, we are proud to announce the adoption of a Human Rights policy, a fundamental step in promoting human rights within our organization and in our interactions with partners and their suppliers all over the world. This policy extends throughout the Company’s supply chain and reflects Precision’s commitment to robust due diligence within our operational and commercial sphere of influence, which involves actively identifying potential human rights violations, including forced and child labour, and taking appropriate mitigating actions where necessary.
About Material Interests None of our nominated directors or executives, or their associates or affiliates, has a direct or indirect material interest 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 2025, or up until March 25, 2026, that has had or will have a material effect on us or any of our subsidiaries. |
6 2026 Management Information Circular

2026 Management Information Circular 7

8 2026 Management Information Circular
You can vote to appoint the auditors and authorize the Board to set their fees. The Board recommends that PricewaterhouseCoopers LLP (PwC) be appointed as our auditors until the next annual general meeting. Following a periodic review of auditor tenure, the Board (on recommendation by the Audit Committee) approved the appointment of PwC as the Company’s independent registered public accounting firm, effective as of the day immediately following the date of KPMG’s report in respect of its audit of the Corporation’s consolidated financial statements for the year-ended December 31, 2025. Accordingly, PwC’s appointment was effective March 7, 2026. The Board and Audit Committee believe this action is consistent with sound corporate governance practices. Additional documents related to the change in auditor, being the Notice of Change of Auditor and the acknowledgements of that notice by PwC and KPMG LLP, are set out in Appendix E to this Management Information Circular. There were no “reportable events” within the meaning of National Instrument 51-102 - Continuous Disclosure Obligations. 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, the 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. KPMG served as the Company’s auditor for the year ending December 2025 and the fees paid to KPMG for that year are detailed below. |
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Year Ended December 31 |
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2025 |
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2024 |
Audit fees |
$ |
1,936,439 |
$ |
1,730,501 |
for professional audit services |
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Audit-related fees |
$ |
— |
$ |
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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 |
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Tax fees |
$ |
661,035 |
$ |
233,431 |
for tax advisory services, including assistance with preparing Canadian federal and provincial income tax returns, and international tax advisory services |
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All other fees |
$ |
— |
$ |
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for products and services other than those disclosed above |
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Total |
$ |
2,597,473 |
$ |
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, 2025. It is available on our website (www.precisiondrilling.com) and on SEDAR+ (www.sedarplus.ca) and EDGAR Next (www.sec.gov).
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2026 Management Information Circular 9

10 2026 Management Information Circular
WHO ARE OUR NOMINATED DIRECTORS |
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The Board has decided that eight directors will be elected to serve on 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 the following nominated directors to our Board:
▪ William T. Donovan ▪ Carey T. Ford ▪ Steven W. Krablin |
▪ Lori A. Lancaster ▪ Susan M. MacKenzie ▪ Dr. Kevin O. Meyers |
▪ 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 to serve on our Board. You can read about each nominated director 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 proxy holder, the Precision representatives named in the proxy form will vote your shares for electing each nominated director unless you provide different instructions.
All the nominees meet the Board’s independence criteria except for Mr. Ford because of his role as Precision’s President and Chief Executive Officer.

Our Policy on Majority Voting A director who receives more withhold votes 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 in which the number of nominated directors equals the number of directors to be elected at the Meeting. A withheld vote is effectively the same as a vote against a director in an uncontested election. |
2026 Management Information Circular 11
Steven W. Krablin |
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Positions/Officers Held: |
Chair of the Board and Director | Independent |
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Residence: |
Houston, Texas, U.S.A |
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Age: |
76 |
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Director Since: |
May 2015 (Chair of the Board since May 2017) |
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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 operations 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 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.
2025 Board and Committee Memberships |
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Attendance |
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Total |
Board of Directors |
10/10 |
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100% |
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Audit Committee |
5/5 |
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100% |
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Corporate Governance, Nominating and Risk Committee |
4/4 |
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100% |
|
Human Resources and Compensation Committee |
6/6 |
|
100% |
|
Past Voting Results |
||||
|
|
Votes FOR |
|
Votes WITHHELD |
2025 Annual Meeting |
5,860,994 (94.63%) |
|
332,851 (5.37%) |
|
2024 Annual Meeting |
7,360,243 (91.54%) |
|
680,351 (8.46%) |
|
Other Public Company Boards - Last Five Years |
||||
|
Company |
Committees |
|
Dates |
Chart Industries, Inc. |
Board Chair |
|
2006 – 2022 |
|
Securities Held as at March 25, 2026 |
|||||
|
|
|
Value of Securities Held |
|
|
Securities Held |
Cost Basis(1)(2) |
Market Value(3) |
Complies with Share Ownership Guidelines (2x) |
||
Shares |
4,932 |
$406,099 |
$694,968 |
Yes |
|
DSUs |
29,228 |
$2,008,318 |
$4,118,517 |
|
|
Total |
34,160 |
$2,414,417 |
$4,813,486 |
|
|
12 2026 Management Information Circular
William T. Donovan |
|
||
|
Positions/Officers Held: |
Director | Independent Chair of the Audit Committee |
|
|
Residence: |
North Palm Beach, Florida, U.S.A |
|
|
Age: |
74 |
|
|
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 mergers and acquisitions 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 Chair 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.
2025 Board and Committee Memberships |
||||
|
|
Attendance |
|
Total |
Board of Directors |
10/10 |
|
100% |
|
Audit Committee |
5/5 |
|
100% |
|
Corporate Governance, Nominating and Risk Committee |
4/4 |
|
100% |
|
Past Voting Results |
||||
|
|
Votes FOR |
|
Votes WITHHELD |
2025 Annual Meeting |
6,024,596 (97.27%) |
|
169,249 (2.73%) |
|
2024 Annual Meeting |
7,926,016 (98.58%) |
|
114,578 (1.42%) |
|
Other Public Company Boards - Last Five Years |
||||
|
Company |
Committees |
|
Dates |
Silgan Holdings Inc. |
Audit Committee, Compensation Committee and Nominating Committee (Chair) |
|
2018 – Present |
|
Securities Held as at March 25, 2026 |
|||||
|
|
|
Value of Securities Held |
|
|
Securities Held |
Cost Basis(1)(2) |
Market Value(3) |
Complies with Share Ownership Guidelines (2x) |
||
Shares |
11,741 |
$1,621,039 |
$1,654,424 |
Yes |
|
DSUs |
20,610 |
$1,763,456 |
$2,904,155 |
|
|
Total |
32,351 |
$3,384,496 |
$4,558,579 |
|
|
2026 Management Information Circular 13
Lori A. Lancaster |
|
||
|
Positions/Officers Held: |
Director | Independent |
|
|
Residence: |
New York, New York, U.S.A |
|
|
Age: |
56 |
|
|
Director Since: |
October 2022 |
|
Lori A. Lancaster is an independent consultant and corporate director. Ms. Lancaster has over 28 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 advising on 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 board of Intrepid Potash, Inc., where she serves as Chair of the Nominating and Corporate Governance Committee. She previously served on the boards of Vital Energy, Inc., 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).
2025 Board and Committee Memberships |
||||
|
|
Attendance |
|
Total |
Board of Directors |
10/10 |
|
100% |
|
Audit Committee |
5/5 |
|
100% |
|
Corporate Governance, Nominating and Risk Committee |
4/4 |
|
100% |
|
Past Voting Results |
||||
|
|
Votes FOR |
|
Votes WITHHELD |
2025 Annual Meeting |
6,108,219 (98.62%) |
|
85,626 (1.38%) |
|
2024 Annual Meeting |
7,924,950 (98.56%) |
|
115,644 (1.44%) |
|
Other Public Company Boards - 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 – 2025 |
|
HighPoint Resources Corp. |
Audit Committee and Nominating and Governance Committee (Chair) |
|
2018 – 2021 |
|
Securities Held as at March 25, 2026 |
|||||
|
|
|
Value of Securities Held |
|
|
Securities Held |
Cost Basis(1)(2) |
Market Value(3) |
Complies with Share Ownership Guidelines (2x) |
||
Shares |
– |
– |
– |
Yes |
|
DSUs |
7,309 |
$608,459 |
$1,029,911 |
|
|
Total |
7,309 |
$608,459 |
$1,029,911 |
|
|
14 2026 Management Information Circular
Susan M. MacKenzie |
|
||
|
Positions/Officers Held: |
Director | Independent Chair of the Corporate Governance, Nominating and Risk Committee |
|
|
Residence: |
Calgary, Alberta, Canada |
|
|
Age: |
65 |
|
|
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 Teine Energy Ltd. (private) and Shock Trauma Air Rescue Services (STARS). She previously served on the boards of MEG Energy Corporation, 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.
2025 Board and Committee Memberships |
||||
|
|
Attendance |
|
Total |
Board of Directors |
10/10 |
|
100% |
|
Corporate Governance, Nominating and Risk Committee |
4/4 |
|
100% |
|
Human Resources and Compensation Committee |
6/6 |
|
100% |
|
Past Voting Results |
||||
|
|
Votes FOR |
|
Votes WITHHELD |
2025 Annual Meeting |
6,079,078 (98.15%) |
|
114,767 (1.85%) |
|
2024 Annual Meeting |
7,901,897 (98.28%) |
|
138,697 (1.72%) |
|
Other Public Company Boards - 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 – 2025 |
|
Enerplus Corporation |
Corporate Governance and Nominating Committee (Chair), Compensation and Human Resources Committee (Chair), Safety and Social Responsibility Committee (Chair), Reserves Committee, and Audit and Risk Committee |
2011 – 2023 |
|
Freehold Royalties Ltd. |
Governance Nominating and Compensation Committee (Chair), and Reserves Committee |
2014 – 2022 |
|
Securities Held as at March 25, 2026 |
|||||
|
|
|
Value of Securities Held |
|
|
Securities Held |
Cost Basis(1)(2) |
Market Value(3) |
Complies with Share Ownership Guidelines (2x) |
||
Shares |
3,225 |
$226,504 |
$454,435 |
Yes |
|
DSUs |
20,490 |
$1,346,811 |
$2,887,246 |
|
|
Total |
23,715 |
$1,573,315 |
$3,341,681 |
|
|
2026 Management Information Circular 15
Dr. Kevin O. Meyers |
|
||
|
Positions/Officers Held: |
Director | Independent Chair of the Human Resources and Compensation Committee |
|
|
Residence: |
Anchorage, Alaska, U.S.A |
|
|
Age: |
72 |
|
|
Director Since: |
September 2011 |
|
Kevin O. Meyers is an independent energy consultant and corporate director. He serves on the board of Phillips 66 since March 2026. He also served on the board of Hess Corporation until its acquisition by Chevron in July 2025. He was the Chairman of the Board of Denbury Inc. until its 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 45 years of experience in the energy industry, having retired from ConocoPhillips at the end of 2010. For the ten 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 the 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.
2025 Board and Committee Memberships |
||||
|
|
Attendance |
|
Total |
Board of Directors |
10/10 |
|
100% |
|
Corporate Governance, Nominating and Risk Committee |
4/4 |
|
100% |
|
Human Resources and Compensation Committee |
6/6 |
|
100% |
|
Past Voting Results |
||||
|
|
Votes FOR |
|
Votes WITHHELD |
2025 Annual Meeting |
6,022,290 (97.23%) |
|
171,555 (2.77%) |
|
2024 Annual Meeting |
7,452,216 (92.68%) |
|
588,378 (7.32%) |
|
Other Public Company Boards - Last Five Years |
||||
|
Company |
Committees |
|
Dates |
Phillips 66 |
Audit and Finance Committee and Public Policy and Sustainability Committee |
|
2026 – Present |
|
Hess Corporation |
Audit Committee and Health, Safety and Environment Committee (Chair) |
|
2013 – 2025 |
|
Denbury, Inc. |
Board Chair and member of Compensation Committee and Audit Committee |
|
2020 – 2023 |
|
Hornbeck Offshore Services, Inc. |
Compensation Committee (Chair) |
|
2011 – 2022 |
|
Securities Held as at March 25, 2026 |
|||||
|
|
|
Value of Securities Held |
|
|
Securities Held |
Cost Basis(1)(2) |
Market Value(3) |
Complies with Share Ownership Guidelines (2x) |
||
Shares |
6,157 |
$608,914 |
$867,583 |
Yes |
|
DSUs |
19,569 |
$1,624,237 |
$2,757,468 |
|
|
Total |
25,726 |
$2,233,151 |
$3,625,051 |
|
|
16 2026 Management Information Circular
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 Chairman, 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 of experience in the offshore drilling industry.
During his career, Mr. Williams was a member of the Executive Committee and past Chairman of the International Association of Drilling Contractors and a board member of the American Petroleum Institute, where from 2012 to 2013, he served as Chairman 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 also serves as a director of American Metal Inc., a private company.
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 Texas A&M University for his many career achievements and service to the school.
2025 Board and Committee Memberships |
||||
|
|
Attendance |
|
Total |
Board of Directors |
10/10 |
|
100% |
|
Audit Committee |
5/5 |
|
100% |
|
Human Resources and Compensation Committee |
6/6 |
|
100% |
|
Health, Safety, Environment Council |
5/5 |
|
100% |
|
Past Voting Results |
||||
|
|
Votes FOR |
|
Votes WITHHELD |
2025 Annual Meeting |
6,109,239 (98.63%) |
|
84,606 (1.37%) |
|
2024 Annual Meeting |
7,944,654 (98.81%) |
|
95,940 (1.19%) |
|
Securities Held as at March 25, 2026 |
|||||
|
|
|
Value of Securities Held |
|
|
Securities Held |
Cost Basis(1)(2) |
Market Value(3) |
Complies with Share Ownership Guidelines (2x) |
||
Shares |
3,682 |
$305,594 |
$518,831 |
Yes |
|
DSUs |
12,873 |
$763,208 |
$1,813,934 |
|
|
Total |
16,555 |
$1,065,802 |
$2,332,765 |
|
|
2026 Management Information Circular 17
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, including 13 years as Senior Vice-President, Chief Corporate Officer at Cameco Corporation, retiring in October 2024. She had senior executive oversight for human resources, safety, health, environment, quality, regulatory relations, business technology services (including cyber risk management and digital transformation), supply chain management, transportation, logistics, facilities, internal audit and corporate ethics. 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 roles as a sessional lecturer at the University of Saskatchewan, an economics instructor at Saskatchewan Polytechnic, and an auditor at Canada Revenue Agency.
Ms. Wong serves on the board of Hecla Mining Company as Chair of the 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 the ICD.D designation from the Institute of Corporate Directors.
2025 Board and Committee Memberships |
||||
|
|
Attendance |
|
Total |
Board of Directors |
10/10 |
|
100% |
|
Audit Committee |
5/5 |
|
100% |
|
Human Resources and Compensation Committee |
6/6 |
|
100% |
|
Health, Safety, Environment Council |
5/5 |
|
100% |
|
Past Voting Results |
||||
|
|
Votes FOR |
|
Votes WITHHELD |
2025 Annual Meeting |
6,088,633 (98.30%) |
|
105,212 (1.70%) |
|
2024 Annual Meeting |
7,529,780 (93.65%) |
|
510,814 (6.35%) |
|
Other Public Company Boards - 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 25, 2026 |
|||||
|
|
|
Value of Securities Held |
|
|
Securities Held |
Cost Basis(1)(2) |
Market Value(3) |
Complies with Share Ownership Guidelines (2x) |
||
Shares |
2,942 |
$309,319 |
$414,557 |
Yes |
|
DSUs |
3,595 |
$232,068 |
$506,571 |
|
|
Total |
6,537 |
$541,387 |
$921,129 |
|
|
18 2026 Management Information Circular
Carey T. Ford |
|
||
|
Positions/Officers Held: |
President & Chief Executive Officer Director | Non-Independent |
|
|
Residence: |
Houston, Texas, U.S.A |
|
|
Age: |
50 |
|
|
Director Since: |
October 2025
|
|
Carey Ford was appointed President and Chief Executive Officer of Precision Drilling Corporation in October 2025 and serves as a member of the Board of Directors. Since joining Precision in 2011, Mr. Ford has played a central role in guiding the Company’s strategy, financial position, and operational execution through several industry cycles.
Prior to his appointment as President and Chief Executive Officer, Mr. Ford served as Chief Financial Officer beginning in 2016.
Earlier in his career at Precision, Mr. Ford held leadership positions, including Vice President, Finance & Investor Relations, and Senior Vice President, Finance Operations.
Before joining Precision, Mr. Ford spent seven years as an investment banker at Simmons & Company International, serving oilfield service clients. He also worked as a financial analyst at Arthur Andersen and as an Associate at The Sterling Group, a middle-market private equity firm.
Mr. Ford is a board director of XtremeX Mining Technology, Inc., and a past Co-President and board member of The Children’s Fund.
Mr. Ford holds a Bachelor of Business Administration and a Master of Business Administration from the University of Texas at Austin and is a Chartered Financial Analyst (CFA).
2025 Board and Committee Memberships |
||||
|
|
Attendance |
|
Total |
Board of Directors |
3/3 |
|
100% |
|
Audit Committee |
1/1 |
|
100% |
|
Corporate Governance, Nominating and Risk Committee |
1/1 |
|
100% |
|
Human Resources and Compensation Committee |
2/2 |
|
100% |
|
Past Voting Results |
||||
|
|
Votes FOR |
|
Votes WITHHELD |
2025 Annual Meeting |
N/A |
|
N/A |
|
2024 Annual Meeting |
N/A |
|
N/A |
|
Securities Held as at March 25, 2026 |
|||||
|
|
|
Value of Securities Held |
|
|
Securities Held |
Cost Basis(1)(2) |
Market Value(3) |
Complies with Share Ownership Guidelines (5x) |
||
Shares(4) |
102,895 |
$8,903,351 |
$14,498,934 |
Yes |
|
DSUs |
n/a |
n/a |
n/a |
|
|
Total |
102,895 |
$8,903,351 |
$14,498,934 |
|
|
Notes:
2026 Management Information Circular 19
HOW WE OPERATE |
|
|
|
Integrity
We expect our directors to demonstrate active and informed engagement, diligently discharge their duties to both the Board and their committees, and exercise independent judgment while always prioritizing our best interests and upholding the highest 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 on which our directors may serve. However, the Corporate Governance, Nominating and Risk Committee (CGNRC) discusses our expectations with potential candidates and carefully evaluates the time commitments and potential conflicts before nominating a director. Directors are required to seek written approval from the chair of the Board and the chair of the CGNRC, in coordination with the Chief Executive Officer and Chief Legal and Compliance Officer before joining other Boards.
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 such service will not limit the director’s ability to effectively serve on our Audit Committee. William Donovan, Lori Lancaster and Alice Wong 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 the best interests of the Company.
To the knowledge of the Company, and as the date of this Circular, the proposed nominees for election as a director of the Corporation have been directors of the following companies that have declared bankruptcy during the last 10 years:
20 2026 Management Information Circular
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. Many of our directors value this versatility and personalized methodology. On a regular basis, we facilitate continuing education programs that cover a wide range of relevant topics that directors are encouraged 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 2025.
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.
Management has also established internal committees, including the Enterprise Risk Management Committee, the Compliance Committee, the Disclosure Committee and the Health, Safety, Environment Council (HSE Council). Two of our directors, Mr. Williams and Ms. Wong, are active members of the HSE Council and attend quarterly meetings.
2026 Management Information Circular 21
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 assesses a 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 an audit committee financial expert under the SEC rules because of their training and experience.
The Audit Committee annually reviews the Audit Committee charter and position description for the Audit Committee Chair.
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 PricewaterhouseCoopers LLC):
The Audit Committee is also responsible for overseeing:
The Audit Committee met five times in 2025 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.
22 2026 Management Information Circular
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 annually reviews and approves its charter and position description for the CGNRC Chair.
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 2025 and met in camera without management present at every meeting.
2026 Management Information Circular 23
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, 2025.
The HRCC annually reviews the HRCC charter and position description for the HRCC Chair.
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 other programs, including:
The HRCC met six times in 2025 and met in camera without management present at every meeting.
24 2026 Management Information Circular
Skills and Experience
Our Board must have the appropriate mix of skills and experience to provide effective 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.

2026 Management Information Circular 25
Board Effectiveness
On an annual basis, the CGNRC implements a comprehensive process for assessing board, committee and director effectiveness annually. This is a key mechanism for board refreshment and continuous improvement, as it involves evaluating the performance, skills and contribution of each director. Through defined action plans, feedback and monitoring of progress, the CGNRC and Board actively oversee the continuous improvement of the Board’s effectiveness.
BOARD ASSESSMENT The Chair of the CGNRC leads the annual assessment process for the Board and its committees, while the Board chair conducts individual interviews with each director. The assessment process covers the following topics, among others: ▪ Ideal qualities and skills of an effective Board in light of the Company’s strategy and risk profile ▪ 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 confidential 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. Annually, the CGNRC also reviews the Board Charter and Chair of the Board position descriptions to ensure alignment with governance best practices. |
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 follow-up actions for review by the CGNRC and approval of the full Board where appropriate. 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 skills or experience gaps based on the skill matrix. Directors receive confidential 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 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. Instead, the Board actively considers tenure, skill, performance and independence as part of its ongoing refreshment and succession planning process. Additionally, the Board oversees directors' retirement and tenure plans annually.
The average tenure of our nominated directors is approximately eight years. Over the same time frame, seven directors have retired, and six new directors have joined the Board. This measured and intentional Board refreshment strategy continues to support our decision not to establish prescriptive 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 considers 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 cultural 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 continue to meet our target of 30% female representation on the Board as set out in Precision’s Diversity Policy.
Currently, three out of eight of our Board members are female and five out of eight self-identify as a Diverse Persons(2)(3), as detailed in the following table.
26 2026 Management Information Circular
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(3) |
8 |
3 |
38% |
1 |
12% |
5 |
71% |
Executive Officers(4) |
6 |
1 |
17% |
2 |
33% |
3 |
50% |
Notes:
Independence
A director is considered independent if he or she does not have a direct or indirect material relationship with Precision. A relationship is material if it could reasonably be expected to interfere with a director’s ability to exercise independent judgment.
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. Ford is not independent because of his role as Precision’s President and Chief Executive Officer.
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 2025, 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.
The majority of the directors must be independent for the Board to effectively carry out its duties and responsibilities. Seven of our eight nominated directors (88%) are independent.
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 2025. |
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 ten years – you can read more about Mr. Krablin in his profile on page 12.
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 in-camera, without management present, at each regularly scheduled meeting of the Board. In addition, at each committee meeting, the committee chair provides an opportunity for independent directors to meet in-camera without management, and such sessions are held at the discretion of the independent committee members. The Board met ten times in 2025. 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.
2026 Management Information Circular 27
WHAT WE PRIORITIZE |
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Strategy and Financial Discipline
The Board is responsible for overseeing and approving the Company’s strategic direction and ensuring that the strategy is supported by disciplined financial decision-making. Each year, the Board reviews and approves the Company’s strategic plan, which is developed by management and refined through ongoing engagement with the Board.
The Board and management hold an annual strategic planning session to review the strategic plan, assess competitive positioning, discuss key strategic issues, identify corporate opportunities, and evaluate material risks facing the business. As part of this process, the Board performs a look-back assessment of key strategic initiatives, evaluates execution against objectives, and recalibrates the strategic plan based on performance, market conditions, and emerging risks. The Board also reviews our annual strategic priorities and ensures they are aligned with the Company’s strategic initiatives.
Financial discipline and capital allocation are integral components of the Board’s strategic oversight. The Board holds an annual budget planning meeting with management to review and approve the business plan and annually reviews and approves operating and capital budgets to ensure alignment with strategy, risk appetite, and long-term value creation objectives.
The Board oversees management’s capital allocation framework, including decisions related to capital expenditures, debt management, liquidity, and financing activities, and evaluates how capital deployment aligns with strategic objectives and prevailing market conditions. 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 36 of the Circular).
The Board maintains a robust approach to overseeing the internal risk function. The Board performs regular reviews 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 comprehensive quarterly 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 also 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 22.
Internal Controls
The Board is responsible for overseeing the integrity of our internal controls and management information systems. It further 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.
28 2026 Management Information Circular
Every quarter:
Management evaluated the effectiveness of our system of internal control over financial reporting and concluded that it provided reasonable assurance as of December 31, 2025. 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 2024 and 2025 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 creating value for shareholders.
The CEO’s annual objectives are clear, measurable 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.
The Board assesses the results of the Corporation’s most recent ‘say on pay’ advisory vote and any other feedback governed through the Corporation’s ongoing shareholder outreach initiatives.
Succession Planning
The HRCC oversees succession planning for the CEO and other key roles in the organization and maintains an emergency succession plan to ensure leadership continuity.
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 combines internal promotion 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 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 on all levels of leadership to maintain a well-trained and highly capable talent pool. The talent pool reflects a broad range of business and functional experience. It supports a collaborative culture and reinforces our values.
Talent and 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 aligned with performance and market practices ▪ 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. |
2026 Management Information Circular 29
HOW WE ARE COMPENSATED |
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Our director compensation program is based on four principles:
Director compensation is paid only to non-management directors. Precision’s President and Chief Executive Officer does not receive additional compensation as a management director on the Board (see page 49).
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 12.
Approach
The Board generally sets compensation to align with the median (50th percentile) of a compensation peer group of public companies in the broader oilfield services industry. The HRCC uses this peer group to benchmark executive compensation (see page 37).
The HRCC is responsible for reviewing director compensation annually 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 directors’ compensation. It also refers to published compensation surveys and receives independent advice from an external consultant (currently Meridian).
2025 Director Compensation
We paid directors a flat fee retainer, in 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 its 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, 2025.
Name(1) |
Cash Fees Earned |
Share-based Awards(2) |
Option-based Awards |
Non-equity Incentive Plan Compensation |
Pension Value |
All Other Compensation |
Total(3) |
William T. Donovan |
$146,738 |
$174,688 |
— |
— |
— |
— |
$321,425 |
Steven W. Krablin |
$251,550 |
$174,688 |
— |
— |
— |
— |
$426,238 |
Lori A. Lancaster |
$125,775 |
$174,688 |
— |
— |
— |
— |
$300,463 |
Susan M. MacKenzie |
$146,738 |
$174,688 |
— |
— |
— |
— |
$321,425 |
Kevin O. Meyers |
$146,738 |
$174,688 |
— |
— |
— |
— |
$321,425 |
David W. Williams(4) |
$136,256 |
$174,688 |
— |
— |
— |
— |
$310,944 |
Alice L. Wong(4) |
$9,985 |
$300,463 |
— |
— |
— |
— |
$310,448 |
Notes:
Share-based awards are the portion of the annual retainer, meeting and other fees received as DSUs.
Directors are also reimbursed for travel expenses relating to Precision business.
30 2026 Management Information Circular
We pay the annual cash retainer in U.S. dollars to help us attract and retain strong global talent to the Board, which supports Precision’s long-term global operations strategy. The flat fee streamlines the compensation structure, caps director fees, and is a common corporate governance practice. Directors are not eligible to receive incentive awards other than DSUs.
The table below shows the 2025 director fee schedule.
In US$ |
Cash Retainer |
DSU Retainer |
Total Annual Retainer |
2025 Fixed Annual Retainer |
|||
Chair of the Board |
US$180,000 |
US$125,000 |
US$305,000 |
Board member who serves as a committee chair |
US$105,000 |
US$125,000 |
US$230,000 |
Board member |
US$90,000 |
US$125,000 |
US$215,000 |
Outstanding Share-Based Awards
The table below presents the value of all outstanding share-based awards, expressed in Canadian dollars, for each non-management director. Market or payout values have been determined using US$71.88, the closing price of Precision shares on the NYSE as of December 31, 2025, and an exchange rate of 1.3726.
Non-management directors do not participate in our existing Omnibus Equity Incentive Plan (the Omnibus Plan); as such, they do not have any outstanding option-based or performance share units (PSU) or restricted stock units (RSU) awards.
Name |
Number of DSUs that have not Vested (#) |
Market or Payout Value of DSUs that have not Vested ($) |
|
Market or Payout Value of Vested DSUs not Paid Out or Distributed |
William T. Donovan |
— |
— |
|
$2,033,449 |
Steven W. Krablin |
— |
— |
|
$2,883,728 |
Lori A. Lancaster |
— |
— |
|
$687,584 |
Susan M. MacKenzie |
— |
— |
|
$1,988,064 |
Kevin O. Meyers |
— |
— |
|
$1,930,740 |
David W. Williams |
— |
— |
|
$1,270,091 |
Alice L. Wong |
— |
— |
|
$415,076 |
Director Share Ownership Guidelines
We believe that director share ownership is a strong governance practice because it aligns directors’ interests with those of our shareholders and reinforces long-term value creation. Our directors are expected to own at least twice 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. However, 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 Appendix A - About DSUs, and Appendix B – Summary of the Director Share Unit Plan, beginning on page 67).
Share ownership is calculated using the higher of the actual purchase cost or the current market price. All the directors either met the share ownership guidelines for 2025 or were within the applicable compliance period.
Communicating with the Board
The Board recognizes the importance of ongoing engagement with shareholders to understand their concerns and sentiment and to foster 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
2026 Management Information Circular 31

32 2026 Management Information Circular
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 2026 Annual 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 going forward. We have typically received strong support from our shareholders averaging 87% since 2011. In 2025, we received 89% 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 35. 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 2025. |
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2026 Management Information Circular 33
A MESSAGE FROM THE CHAIR OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE |
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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 2025, 61% of our total shareholders participated in our 'say on pay' vote, yielding an 89% 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 2025. |
▪ 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™ suite of environmental solutions. ▪ Financial structure and share-based compensation accounting. |
In 2025, 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.
Pay for Performance and Talent Retention
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 Named Executive Officers’ (NEOs) pay is “at risk,” consisting of short- and long-term incentives.
Operating in a cyclical and competitive oilfield services environment requires a disciplined yet flexible approach. Each year, the HRCC reviews our compensation structure, metrics, and governance features to ensure alignment with our corporate strategy, market conditions, and shareholder expectations. 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 35.
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.
Your perspectives help shape our approach, and we welcome continued dialogue. Should you wish to connect, please contact me through our Investor Relations team at investorrelations@precisiondrilling.com.
Thank you for your continued support.
Sincerely,
/s/ Kevin O. Meyers
Dr. Kevin O. Meyers
Chair of the Human Resources and Compensation Committee
34 2026 Management Information Circular
WHAT IS OUR COMPENSATION OVERSIGHT AND PROCESS |
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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 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. The Board has final authority and approval over all executive compensation decisions, including those reviewed and approved by the HRCC.
Qualified and Experienced Committee
All five members of the HRCC (Dr. Kevin Meyers, the Committee Chair, Susan MacKenzie, David Williams, Alice Wong 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 |
5 of 5 |
Financial background |
5 of 5 |
Human resources or compensation experience (including compensation committees of other public companies or organizations) |
5 of 5
|
Senior leadership experience |
5 of 5 |
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, the competitiveness of pay levels, risks related to compensation design, insights into market trends, and advice on 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 2025 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 |
2025 |
2024 |
Executive compensation-related fees (HRCC) |
$253,860 |
$208,350 |
All other fees (pension and benefits consulting) |
— |
— |
Total fees |
$253,860 |
$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.
The HRCC holds regular sessions in camera without management present at every meeting to discuss compensation decisions and any other matters related to the design and governance of the executive compensation programs.
2026 Management Information Circular 35
Managing Compensation Risk
The HRCC monitors governance issues and industry developments and conducts an ongoing 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 2025, 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 Philosophy
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. 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 larger portion of executive pay is variable / at-risk and not guaranteed.
Compensation Framework
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 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 |
Compensation Philosophy
Precision’s executive compensation philosophy is to provide market-competitive total compensation that aligns executive interests with long-term shareholder value creation. Total direct compensation is generally targeted at approximately the 50th percentile of the Company’s Compensation Peer Group, with a substantial portion of executive compensation delivered through variable, at-risk incentive programs. Realized compensation opportunities are designed to increase toward the 75th percentile
36 2026 Management Information Circular
only when executives achieve above-target or stretch performance, including sustained share price performance relative to peers and the achievement of Precision’s strategic financial, operational, and safety objectives. This philosophy supports the attraction and retention of experienced leadership, reinforces a strong pay-for-performance culture, and reflects the Board’s commitment to responsible risk management and sound governance practices.
Benchmarking
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, scope of responsibilities, collaboration, experience, education, succession planning considerations, competitive pressures and internal equity.
We aim to align base salaries and total direct compensation at 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 and capital.
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. In 2025, 59% of our revenue came from Canada and 41% came from our U.S. and international operations. Our leadership team is based in Houston, Texas and Calgary, Alberta 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.
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, we conduct a review 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 46 for details). |
2025 Compensation Peer Group
We benchmarked compensation levels for 2025 against the following 15 companies.
▪ 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 Inc. ▪ Patterson-UTI Energy, Inc. ▪ RPC, Inc. ▪ Secure Waste Infrastructure Corp. ▪ TETRA Technologies, Inc. |
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 (38th percentile), assets (57th percentile), market capitalization (37th percentile), enterprise value (39th percentile), employee count (77th percentile), geographic footprint and complexity of service offerings. Among the financial factors listed, in 2025, Precision was on average at the 45th percentile of our Compensation Peer Group.
2026 Management Information Circular 37
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:
Compensation Pays Out Over Time
Our compensation program emphasizes variable / at-risk pay. Incentive awards account for the majority of executive pay and pay out over time, based on performance as noted in the table above.
Compensation decisions are based on both corporate and individual performance, reflecting 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 maintain meaningful ownership of Precision shares, reinforcing their alignment with shareholders and strengthening their commitment to our long-term success. Executives are expected to build their equity ownership to meet the share ownership guidelines within five years of assuming their positions and can count earned RSUs that are to be paid in shares toward meeting the guidelines. Stock options cannot be counted toward meeting the guidelines.
Our CEO is expected to hold five times their annual base salary and our NEOs are expected to hold 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 40 for information about the share ownership of each NEO.
38 2026 Management Information Circular
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.

2026 Management Information Circular 39
WHO WE PAID IN 2025 |
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|
|
|
Carey T. Ford | President and Chief Executive Officer Carey Ford is President and Chief Executive Officer and a Director of Precision Drilling Corporation and has held these positions since October 2025(1). 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 102,895 Precision shares; meets 5x share ownership guidelines(2) |
|
|
Dustin D. Honing | Chief Financial Officer Dustin Honing serves as Chief Financial Officer of Precision. Since joining Precision in 2011, he has held various senior roles that have strengthened his expertise in financial stewardship, strategic planning, and operational performance. Before being appointed Chief Financial Officer in October 2025, Mr. Honing served as Vice President, Operations Finance, where he directed financial strategies for Precision’s North American business segments. He also led the global supply chain group, driving initiatives that improved efficiency and cost management. His earlier experience includes serving as Director of Investor Relations & Corporate Development, leading Enterprise Risk Management, and holding several senior controller positions. Mr. Honing is a Chartered Professional Accountant (CPA) and earned a Bachelor of Business Administration degree in Accounting. |
Owns 10,610 Precision shares; meets 2x share ownership guidelines(2) |
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|
Gene C. Stahl | Chief Operating Officer Gene Stahl was appointed as Chief Operating Officer in October 2025 and previously held the position of President, North American Drilling since 2023. 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 86,657 Precision shares; meets 2x share ownership guidelines(2) |
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|
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, compliance, and internal audit functions. She has over 20 years of experience advising energy and industrial companies. She previously practiced law at Norton Rose Fulbright, LLP advising major corporations and financial institutions on capital markets, corporate governance and complex commercial matters. Ms. Foley serves on the Board of Spindletop Community Impact Partners and the Institute of Hispanic Culture of Houston. She holds a Bachelor of Arts degree in Psychology and French from Baylor University and a Juris Doctor degree from South Texas College of Law. |
Owns 38,372 Precision shares; meets 2x share ownership guidelines(2) |
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|
Shuja U. Goraya | Chief Technology Officer and President, International Shuja Goraya, appointed Chief Technology Officer and President, International in March 2026, plays a pivotal role in Precision'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’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 joining Precision, 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 41,848 Precision shares; meets 2x share ownership guidelines(2) |
Notes:
40 2026 Management Information Circular
WHAT WE PAID IN 2025 |
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|
|
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 37 for information about benchmarking and our 2026 Compensation Peer Group). The base salaries for the CEO and the NEOs for 2025 and 2026 are included in the table below.
Named Executive |
October 6, 2025 |
March 1, 2026 |
Percentage Increase |
Carey T. Ford(1) |
US$700,000 |
US$700,000 |
0.0% |
Dustin D. Honing(2) |
$517,313 |
$517,313 |
0.0% |
Gene C. Stahl(3) |
US$500,000 |
US$500,000 |
0.0% |
Veronica H. Foley |
US$433,500 |
US$450,000 |
3.8% |
Shuja U. Goraya |
US$433,500 |
US$450,000 |
3.8% |
Notes:
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 judgment 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 56 |
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 judgment 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 identifying both positive and negative factors that are not captured in the STIP scorecard but should be considered in assessing the Company’s overall performance. 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. If 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%.
2026 Management Information Circular 41
After a comprehensive review of the scorecard and results, the Board determined not to utilize the corporate modifier to adjust the calculated score in 2025.

2025 Corporate Performance Score |
Metric Weighting |
Threshold |
Target |
Maximum |
Actual Performance |
= |
Weighted Score |
|
|
|
|
|
|
|
|
|
|
Financial Performance Metrics |
75.0% |
|
|
|
|
|
65.57% |
|
STIP Adjusted EBITDA(1) (millions) |
50.0% |
$423.0 |
$564.0 |
$649.0 |
$513.4 |
|
41.02% |
|
Measures our growth |
|
|
|
|
|
|
|
|
Return on Capital Employed(2) |
5.0% |
5.0% |
10.0% |
15.0% |
7.4% |
|
3.70% |
|
Measures our profitability |
|
|
|
|
|
|
|
|
STIP Cash Flow(3) (millions) |
20.0% |
$158.0 |
$210.0 |
$242.0 |
$211.4 |
|
20.85% |
|
2025 strategic objective |
|
|
|
|
|
|
|
|
Operational Excellence/ ESG Performance Metrics |
15.0% |
|
|
|
|
|
25.80% |
|
Mechanical downtime |
3.0% |
1.0% |
0.9% |
0.8% |
0.7% |
|
6.00% |
|
Low unplanned mechanical downtime lowers costs, increases revenue, and supports our High Performance, High Value customer service |
|
|
|
|
|
|
|
|
Employee retention |
2.0% |
85.0% |
90.0% |
95.0% |
91.3% |
|
2.52% |
|
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) |
3.0% |
1.1 |
1.0 |
< 0.9 |
0.9 |
|
5.40% |
|
SIF Exposure Rate |
3.0% |
1.0 |
0.9 |
< 0.8 |
Q1: 1.0 |
|
4.88% |
|
|
|
|
|
|
Q2: 0.7 |
|
|
|
|
|
|
|
|
Q3: 0.5 |
|
|
|
|
|
|
|
|
Q4: 0.6 |
|
|
|
Target Zero Days Rate |
2.0% |
0.29 |
0.28 |
0.26 |
Q1: 0.36 |
|
3.00% |
|
|
|
|
|
|
Q2: 0.20 |
|
|
|
|
|
|
|
|
Q3: 0.12 |
|
|
|
|
|
|
|
|
Q4: 0.18 |
|
|
|
Field Leadership Visibility |
2.0% |
1 per 70 |
1 per 65 |
1 per 60 |
1 per 60 |
|
4.00% |
|
Strategic Initiatives |
10.0% |
|
|
|
|
|
4.37% |
|
R&M Optimization |
5.0% |
Performance for our strategic initiatives is evaluated based on predefined metrics and targets. |
Below Target |
|
4.37% |
|
||
U.S. Rig Growth |
5.0% |
Below Threshold |
|
0.00% |
|
|||
Corporate Modifier(4) |
|
|
|
|
|
|
-10.00% |
|
Corporate Performance Score |
100.0% |
|
|
|
|
|
85.74% |
|
Notes:
42 2026 Management Information Circular
2025 STIP Payouts
The table below shows the 2025 STIP payouts for each NEO, which were paid in March 2026. Targets for the 2025 metrics were approved by the Board in early February 2025. 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 |
2025 STIP Eligible Base Salary(1) |
STIP Target % |
Corporate Performance Score |
STIP Payout(1) |
Carey T. Ford |
$741,321 |
89.72% |
85.74% |
$570,268 |
Dustin D. Honing(2) |
$316,234 |
62.89% |
99.82% |
$198,530 |
Gene C. Stahl |
$663,888 |
85.00% |
85.74% |
$483,835 |
Veronica H. Foley |
$603,896 |
75.00% |
85.74% |
$388,335 |
Shuja U. Goraya |
$603,896 |
85.00% |
85.74% |
$440,113 |
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, as role seniority increases, a greater proportion of total target direct compensation is delivered through long-term incentives. Historically, our CEO and other NEOs have received long-term incentive awards comprising of PSUs, RSUs and stock options. Since 2020, the CEO and NEOs have received LTIP awards targeted at 70% PSUs and 30% RSUs, reflecting a meaningfully higher weighting toward performance-based equity than our peer group average of approximately 55% PSUs.
Long-term incentive awards can be forfeited in certain circumstances – see Termination and Change of Control on page 56 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.
2026 Management Information Circular 43
Each award has different vesting and eligibility criteria as described in the following table.
|
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 vests 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 vests 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 on the formula on page 45 |
▪ 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:
2025 Long-term Incentive Awards
The table below shows the 2025 long-term incentive awards, granted in February 2025 to the CEO and other NEOs, who were allocated 70% PSUs and 30% RSUs, except for Mr. Honing, who was not an Officer at that time.
Named Executive |
Long-term |
PSU Award Value |
PSU Award |
RSU Award Value |
RSU Award |
Carey T. Ford(2) |
$2,516,551 |
$1,272,205 |
15,089 |
$1,244,346 |
15,237 |
Dustin D. Honing(3) |
$603,327 |
$111,017 |
1,279 |
$492,310 |
6,105 |
Gene C. Stahl(4) |
$1,747,519 |
$1,076,429 |
12,767 |
$671,090 |
8,103 |
Veronica H. Foley |
$1,118,333 |
$782,850 |
9,285 |
$335,483 |
3,979 |
Shuja U. Goraya |
$1,118,333 |
$782,850 |
9,285 |
$335,483 |
3,979 |
Notes:
44 2026 Management Information Circular
2025 Long-term Incentive Grant Mechanics
In 2025, 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 2025, which include the following:
2025 PSU Grants
PSUs are cliff vested at the end of a three-year performance period. PSUs granted in 2025 will vest in February 2028. 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 2025, 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 payouts 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.
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 |
2026 Management Information Circular 45
2025 Relative TSR Performance Peer Group
The following 15 companies and 1 index make up our PSU Performance Peer Group for assessing relative shareholder return performance for the 2025 PSU grants:
▪ 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 Waste Infrastructure Corp. ▪ Select Water Solutions, Inc. |
▪ TETRA Technologies, Inc. ▪ Total Energy Services Inc. ▪ Trican Well Service Ltd. ▪ S&P 500 Index |
Our PSU Performance Peer Group is made up of companies with similar business operations (onshore drilling services and completion and production services) with which we compete for capital and 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 reviews 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 2025, the Committee continued to include a benchmark for the broader market's performance to represent the competition for investors outside our sector.
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
The maximum number of PSUs that may be earned is 2.0x the number granted. The HRCC implemented a ceiling to manage 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.
2023 PSU Award Payouts
The 2023 PSU grants vested in February 2026. The awards’ performance was based 100% on relative TSR performance. The awards were paid out in cash, and settled subsequent to December 31, 2025.
Our TSR for the three-year period ending February 2026 was compared to our PSU Performance Peer Group for the 2023 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. ▪ NexTier Oilfield Solutions Inc. ▪ Patterson-UTI Energy, Inc. ▪ RPC, Inc. ▪ Secure Waste Infrastructure Corp. ▪ Select Water Solutions, Inc. |
▪ TETRA Technologies, Inc. ▪ Total Energy Services Inc. ▪ Trican Well Service Ltd. ▪ S&P 500 Index |
46 2026 Management Information Circular
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 -2% total shareholder return over the three-year period resulting in the 47th percentile of the PSU Performance Peer Group.
Payout of 2023 PSU Awards
The payout multiplier, as approved by the HRCC and the Board, was 0.88x. The table below provides the payout details for the NEOs.
Named Executive |
Number of PSUs Granted |
Final Multiplier |
Five-day Weighted Average Price(1) |
PSU Payout |
Carey T. Ford |
10,780 |
0.88x |
$79.39 |
$1,052,493 |
Dustin D. Honing |
1,030 |
0.88x |
$108.00 |
$97,891 |
Gene C. Stahl |
8,620 |
0.88x |
$79.39 |
$841,604 |
Veronica H. Foley |
6,470 |
0.88x |
$79.39 |
$631,691 |
Shuja U. Goraya |
6,470 |
0.88x |
$79.39 |
$631,691 |
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.
2026 Management Information Circular 47
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 |
2023 |
2024 |
2025 |
Number of shares purchased |
37,555 |
47,092 |
61,336 |
Number of shares outstanding |
14,336,539 |
13,779,502 |
12,932,399 |
Burn rate |
0.26% |
0.34% |
0.47% |
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 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, vary by position.
See the Summary Compensation Table on page 52 for more information.
48 2026 Management Information Circular
HOW OUR CEO IS COMPENSATED |
|
|
|
|
Carey T. Ford President and Chief Executive Officer Based in Houston, Texas CEO since October 2025 |
2025 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. The Company endured another year of industry cyclicality caused by several geopolitical events including OPEC+ easing of curtailments, trade and tariff uncertainty, international conflicts, and concerns over excess supply.
Below is a summary of our 2025 strategic priorities and our accomplishments in a dynamic market environment.
Maximize free cash flow through disciplined capital deployment and strict cost management.
With the organization’s focus on and Mr. Ford’s effective management of our cost structure, Precision delivered another year of robust free cash flow. We generated cash from operations of $413 million, allowing us to fund 27 major rig upgrades, meet our debt reduction and share repurchase goals, and increase our cash balance by $12 million year over year.
We delivered resilient operating margins in Canada and the U.S. even though average industry activity declined 5% and 6%, respectively.
Under Mr. Ford’s direction, we proactively improved our cost structure, reducing fixed costs in the first quarter and expect to realize approximately $10 million in annual operating and G&A expense savings. In the second quarter, we wound down our U.S. well service operations into our Canadian business and sustained Completion and Production Services Adjusted EBITDA and free cash flow generation year over year.
Enhance shareholder returns through debt reduction and share repurchases
We enhanced shareholder returns by reducing debt by $101 million and ended the year with a Net Debt to Adjusted EBITDA ratio of 1.2 times. Over the past four years, Precision has reduced debt by $535 million and is well on track to meet its long-term debt repayment target of $700 million between 2022 and 2027 and achieve a Net Debt to Adjusted EBITDA ratio of 1.0 times. We also returned $76 million to shareholders through share repurchases, achieving the midpoint of our target range, and reduced our outstanding common shares by 6%.
Mr. Ford has been instrumental in Precision’s capital allocation plans since 2015, allocating $1.7 billion of its free cash flow to debt repayments and share buybacks, while investing over $1.5 billion in its fleet and completing two acquisitions.
Grow revenue in existing service lines through contracted upgrades, optimized pricing and utilization, and opportunistically consolidating tuck-in acquisitions
Demand for our services is robust as our High Performance, High Value strategy along with our Super Series rigs, AlphaTM technologies, EverGreenTM suite of environmental solutions, and people continue to differentiate our services.
During the year, Mr. Ford directed $107 million in expansion and upgrade capital investment, which provided for 27 customer-funded rig upgrades in Canada and the U.S. Our rig upgrades provide Precision with attractive returns of capital and result in industry leading drilling rigs.
In Canada, we grew our drilling rig market share year over year and maintained strong pricing with revenue per utilization day improving 2%. Our Super Triple and Super Single rigs, which represented approximately 80% of the Company’s Canadian fleet in 2025, are in high demand, leading us to relocate two Super Triple rigs from the U.S. to Canada under long-term contracts during the fourth quarter.
In the U.S, even with declining industry activity, we improved our rig utilization from a low of 27 active rigs in February to a peak of 40 active rigs in October and exited the year with 36 active rigs.
During the year, we continued to expand our EverGreenTM suite of environmental solutions product offering across our Super Series fleet and increased our EverGreenTM revenue 22% year over year.
2026 Management Information Circular 49
2025 CEO Compensation
Mr. Ford’s total direct compensation for 2025 is aligned slightly below the median (50th percentile) of our 2025 Compensation Peer Group, consistent with our stated philosophy of targeting the median based on the executive’s experience, performance, and other factors.
2025 Pay Mix
The graph below shows the breakdown of Mr. Ford’s total direct compensation for 2025 converted to Canadian dollars as reported in the Summary Compensation Table on page 52.

Base Salary
Effective October 6, 2025 the Board appointed Mr. Ford to the position of CEO and established his annual base salary at US$700,000. Prior to his promotion, Mr. Ford served as CFO, where his base salary was US$479,400.
Short-term Incentive
Mr. Ford received a 2025 STIP payout of US$408,063 that was based on his prorated targeted award for the year (89.72% of base salary) and the Board’s assessment of our corporate performance in 2025. Our 2025 corporate performance score was calculated at 85.74%.
Long-term Incentive
Mr. Ford’s targeted 2025 LTIP grant was US$1,800,000. Prior to his appointment as CEO, while serving as CFO, Mr. Ford received an LTIP grant with a target value of US$1,300,000, which was allocated 70% to PSUs and 30% to RSUs, effective February 1, 2025. Upon his appointment to CEO, Mr. Ford received an interim grant of RSUs with a target value of US$500,000.
Perquisites
Mr. Ford’s perquisites include a leased vehicle, tax preparation services, annual club and membership dues, the employer portion of benefit premiums, the employer portion of contributions to the 401(k) and the Employee Stock Purchase Plan.
Share Ownership (as of March 25, 2026)
As CEO, Mr. Ford 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) |
102,895 |
$14,498,934 |
Yes, holds 5x his base salary |
Notes:
50 2026 Management Information Circular
Share Performance
The graph below shows our TSR over the last five years, assuming $100 was invested in Precision shares on December 31, 2020 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 2025 PSU Performance Peer Group.

at December 31 |
2020 |
2021 |
2022 |
2023 |
2024 |
2025 |
Precision (PD: TSX) |
$100 |
$214 |
$496 |
$344 |
$420 |
$471 |
S&P/TSX Composite |
$100 |
$122 |
$111 |
$120 |
$142 |
$182 |
S&P/TSX Equal Weight Oil & Gas Index |
$100 |
$158 |
$202 |
$199 |
$233 |
$256 |
2025 PSU Performance Peer Group(1) |
$100 |
$156 |
$264 |
$249 |
$298 |
$370 |
Notes:
Cost of Management Ratio
The table below compares our Adjusted EBITDA to the total compensation paid to our NEOs for the last five years. Overall, the Cost of Management Ratio has averaged below 5% of Adjusted EBITDA over the past five years.
($ in millions) |
2021 |
2022 |
2023 |
2024 |
2025 |
|
Total compensation cost |
$11.9 |
$14.9 |
$16.3 |
$16.6 |
$18.1 |
Five year average cost of management ratio 4.0% |
Adjusted EBITDA |
$192.8 |
$311.6 |
$611.2 |
$568.6 |
$511.1 |
|
Cost of management ratio |
6.2% |
4.8% |
2.7% |
2.8% |
3.5% |
The cost of management ratio includes the following NEOs:
2021: Kevin A. Neveu, Carey T. Ford, Gene C. Stahl, Veronica H. Foley and Darren J. Ruhr
2022: Kevin A. Neveu, Carey T. Ford, Gene C. Stahl, Veronica H. Foley and Shuja U. Goraya
2023: Kevin A. Neveu, Carey T. Ford, Gene C. Stahl, Veronica H. Foley and Shuja U. Goraya
2024: Kevin A. Neveu, Carey T. Ford, Gene C. Stahl, Veronica H. Foley and Shuja U. Goraya
2025: Carey T. Ford, Dustin D. Honing, Gene C. Stahl, Veronica H. Foley and Shuja U. Goraya(1)
There is no direct correlation between TSR and total cash compensation (base salary + short-term incentive) awarded to our NEOs because base salary and the short-term incentive plans are not based on share performance, other than the extent to which our STIP scorecard results and share price performance are correlated. The value realized from our LTIP awards is correlated to our TSR because the value is directly tied to the value of Precision shares, which are aligned with shareholder interests. For more information, see Long-term Incentive Plan on page 43 for more information.
2026 Management Information Circular 51
2025 COMPENSATION DETAILS |
|
|
|
Summary Compensation Table
The table below shows the total compensation paid or awarded to each NEO in the last three years ending December 31, 2025. All amounts are in Canadian dollars.
(as at December 31, 2025) |
Salary |
Share-based Awards |
Option-based Awards |
Non-equity Incentive Plan Annual Incentive Plan |
Pension Value |
All Other Compensation |
Total Compensation |
|
Name and Principal Position(1) |
Year |
($)(2) |
($)(3) |
($) |
($)(4) |
($)(5) |
($)(6) |
($)(7) |
Carey T. Ford |
2025 |
728,947 |
2,516,551 |
— |
570,268 |
— |
60,980 |
3,876,745 |
President and |
2024 |
625,005 |
1,710,564 |
— |
529,893 |
— |
83,730 |
2,949,192 |
Chief Executive Officer |
2023 |
615,600 |
1,665,354 |
— |
575,682 |
— |
74,155 |
2,930,791 |
Dustin D. Honing |
2025 |
302,950 |
603,327 |
— |
198,530 |
15,663 |
29,959 |
1,150,429 |
Chief Financial |
2024 |
255,420 |
185,203 |
— |
147,771 |
11,602 |
25,542 |
625,538 |
Officer |
2023 |
236,500 |
184,868 |
— |
140,879 |
10,332 |
23,650 |
596,229 |
Gene C. Stahl |
2025 |
661,700 |
1,747,519 |
— |
483,835 |
— |
134,708 |
3,027,762 |
Chief Operating |
2024 |
613,371 |
1,447,027 |
— |
518,579 |
— |
92,695 |
2,671,672 |
Officer |
2023 |
604,140 |
1,332,283 |
— |
498,245 |
— |
90,914 |
2,525,582 |
Veronica H. Foley |
2025 |
603,399 |
1,118,333 |
— |
388,335 |
— |
78,913 |
2,188,980 |
Chief Legal and Compliance |
2024 |
564,688 |
1,052,531 |
— |
422,630 |
— |
63,887 |
2,103,736 |
Officer |
2023 |
556,190 |
999,212 |
— |
458,827 |
— |
56,287 |
2,070,516 |
Shuja U. Goraya |
2025 |
603,399 |
1,118,333 |
— |
440,113 |
— |
120,951 |
2,282,796 |
Chief Technology Officer |
2024 |
564,688 |
1,052,531 |
— |
478,981 |
— |
107,476 |
2,203,676 |
and President, International |
2023 |
556,190 |
999,212 |
— |
458,827 |
— |
91,978 |
2,106,207 |
Kevin A. Neveu |
2025 |
894,406 |
4,473,584 |
— |
— |
— |
244,809 |
5,612,799 |
Retired President and |
2024 |
1,096,176 |
4,288,880 |
— |
1,171,308 |
— |
93,068 |
6,649,432 |
Chief Executive Officer |
2023 |
1,079,680 |
4,262,874 |
— |
1,304,869 |
— |
107,893 |
6,755,316 |
Notes:
2025 awards: 1.3980 (February 1, 2025 for PSUs and RSUs)
2024 awards: 1.3404 (February 1, 2024 for PSUs and RSUs), and
2023 awards: 1.3321 (February 1, 2023 for PSUs and RSUs).
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. Honing: a leased vehicle, parking, tax preparation services, the employer portion of benefit premiums, and the employer portion contribution to the Canadian DCPP 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.
Mr. Neveu: a 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.
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 (2025 STIP award) for each NEO during the year ended December 31, 2025.
Named Executive(1) |
Option-based awards – |
Share-based awards – |
Non-equity incentive plan |
|
Value vested during |
Value vested during |
compensation – Value earned |
|
the year ($)(2) |
the year ($)(3) |
during the year ($)(4) |
Carey T. Ford |
— |
$1,697,209 |
$570,268 |
Dustin D. Honing |
— |
$185,587 |
$198,530 |
Gene C. Stahl |
— |
$1,379,477 |
$483,835 |
Veronica H. Foley |
$246,181 |
$1,025,887 |
$388,335 |
Shuja U. Goraya |
— |
$1,025,887 |
$440,113 |
Kevin A. Neveu |
— |
— |
— |
52 2026 Management Information Circular
Notes:
Equity-based Compensation
Outstanding Option-based Awards and Share-based Awards
The table below shows the outstanding option-based and share-based awards for each NEO as of December 31, 2025.
|
Option-based Awards |
Share-based Awards |
||||||
Named Executive(1) |
Year |
Number of Shares Underlying Unexercised Options (#) |
Option Exercise Price |
Option Expiration Date |
Value of Unexercised in-the-money Options ($)(2) |
Number of Share or Units of Shares that have not Vested (#)(3) |
Market or Payout Value of Share-based Awards that have not vested ($)(2)(4) |
Market or Payout Value of Vest Share-based Awards Not Paid Out or Distributed ($) |
Carey T. Ford |
2025 |
— |
— |
— |
— |
30,326 |
$2,992,060 |
— |
President |
2024 |
— |
— |
— |
— |
19,044 |
$1,878,942 |
— |
and CEO |
2023 |
— |
— |
— |
— |
12,320 |
$1,215,531 |
— |
Total |
|
— |
|
|
— |
61,690 |
$6,086,533 |
— |
Dustin D. Honing |
2025 |
— |
— |
— |
— |
7,384 |
$727,250 |
— |
Chief Financial |
2024 |
— |
— |
— |
— |
1,940 |
$191,071 |
— |
Officer |
2023 |
— |
— |
— |
— |
1,258 |
$123,900 |
— |
Total |
|
— |
|
|
|
10,582 |
$1,042,221 |
— |
Gene C. Stahl |
2025 |
— |
— |
— |
— |
20,870 |
$2,059,101 |
— |
Chief Operating |
2024 |
— |
— |
— |
— |
16,110 |
$1,589,464 |
— |
Officer |
2023 |
— |
— |
— |
— |
9,854 |
$972,227 |
— |
Total |
|
— |
|
|
— |
46,834 |
$4,620,793 |
— |
Veronica H. Foley |
2025 |
— |
— |
— |
— |
13,264 |
$1,308,669 |
— |
Chief Legal and |
2024 |
— |
— |
— |
— |
11,717 |
$1,156,037 |
— |
Compliance Officer |
2023 |
— |
— |
— |
— |
7,394 |
$729,516 |
— |
Total |
|
— |
|
|
— |
32,375 |
$3,194,221 |
— |
Shuja U. Goraya |
2025 |
— |
— |
— |
— |
13,264 |
$1,308,669 |
— |
Chief Technology |
2024 |
— |
— |
— |
— |
11,717 |
$1,156,037 |
— |
Officer and |
2023 |
— |
— |
— |
— |
7,394 |
$729,516 |
— |
President, |
2022 |
— |
— |
— |
— |
— |
— |
— |
International |
2021 |
— |
— |
— |
— |
— |
— |
— |
|
2020 |
— |
— |
— |
— |
— |
— |
— |
|
2019 |
2,725 |
US$51.20 |
25-Feb-26 |
$56,353 |
— |
— |
— |
Total |
|
2,725 |
|
|
$56,353 |
32,375 |
$3,194,221 |
— |
Kevin A. Neveu |
2025 |
— |
— |
— |
— |
— |
— |
— |
Retired President and |
2024 |
— |
— |
— |
— |
— |
— |
— |
CEO |
2023 |
— |
— |
— |
— |
— |
— |
— |
Total |
|
— |
|
|
— |
— |
— |
— |
Notes:
2026 Management Information Circular 53
Equity Incentive Plan Information
Securities Authorized for Issue Under Equity Compensation Plans
The table below provides details about the equity securities authorized for issue under our compensation plans as of December 31, 2025.
Type of Plan |
Number of Shares to be Issued upon Exercise of Outstanding Equity-based Awards and DSUs (#) |
Weighted Average Exercise Price of Outstanding Equity-based Awards ($) |
Number of Shares Remaining Available for Future Issue Under Equity Compensation Plans (#) |
Equity compensation plans approved by shareholders |
|||
1. Omnibus Plan (1)(2)(3) |
129,785 |
$70.15 |
417,583 |
2. DSU plans(4) |
64,020 |
— |
157,533 |
Equity compensation plans not approved by shareholders |
— |
— |
— |
Total |
193,805 |
|
575,116 |
Notes:
Granting Stock Options and Awards
As of December 31, 2025, we had 12,932,399 shares outstanding and 129,785 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% |
2025 Burn Rate |
0.67% |
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) |
2023 |
2024 |
2025 |
|||
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) |
46,740 |
0.33% |
61,930 |
0.45% |
86,767 |
0.67% |
Equity-based awards outstanding – the total number of awards outstanding (including the annual grant) under the plans at the end of each year(3) |
244,068 |
1.70% |
189,225 |
1.37% |
129,785 |
1.00% |
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 |
248,207 |
1.73% |
508,422 |
3.69% |
417,583 |
3.23% |
Overhang – the number of awards outstanding plus the number of awards remaining in reserve approved by shareholders and available for future grants |
492,275 |
3.43% |
697,647 |
5.06% |
547,368 |
4.23% |
Notes:
54 2026 Management Information Circular
About the Stock Option Plan and Omnibus Plan
As of December 31, 2025, there were 129,785 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 1.00% of the issued and outstanding common shares (assuming each option, PSU and RSU is converted into one common share), and 64,020 DSUs under the DSU plans, representing 0.50% of the outstanding common shares (assuming each DSU is converted into one common share). Under the 2024 DSU Plan, 31,100 DSUs vested during the year and were settled in common shares. The burn rate for the DSU plans in 2025 was 0.24%.
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 56 for a summary of the effect termination of employment 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.
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:
2026 Management Information Circular 55
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 our NEOs in 2025. Mr. Honing has participated in the DCPP since 2011. Mr. Neveu stopped participating in the DCPP upon his relocation to Houston, Texas on March 1, 2016 and transferred his funds after his retirement in 2025. 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 2025.
Named Executive(1) |
Accumulated Value at Start of Year ($) |
Compensatory ($)(2) |
Non-Compensatory ($)(3) |
Accumulated Value at Year-End ($) |
Kevin A. Neveu |
862,546 |
— |
— |
— |
Dustin D. Honing |
221,392 |
15,663 |
45,032 |
282,087 |
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 describes the 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 57.
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.
56 2026 Management Information Circular
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, 2025.
Named Executive(1) |
Resignation |
Retirement(2) |
Termination without cause(3)(4) |
Change of control and subsequent termination(4) |
|
($) |
($) |
($) |
($) |
Carey T. Ford |
|
|
|
|
President and CEO |
|
|
|
|
Cash payment(5) |
— |
— |
$4,508,421 |
$4,508,421 |
Long-term incentives(6)(7) |
— |
— |
$3,008,838 |
$6,086,533 |
Total |
— |
— |
$7,517,259 |
$10,594,954 |
Dustin D. Honing |
|
|
|
|
Chief Financial Officer |
|
|
|
|
Cash payment(5) |
— |
— |
$2,084,698 |
$2,084,698 |
Long-term incentives(6)(7) |
— |
— |
$334,967 |
$1,042,221 |
Total |
— |
— |
$2,419,665 |
$3,126,919 |
Gene C. Stahl |
|
|
|
|
Chief Operating Officer |
|
|
|
|
Cash payment(5) |
— |
— |
$2,468,801 |
$2,468,801 |
Long-term incentives(6)(7) |
— |
— |
$2,454,449 |
$4,620,793 |
Total |
— |
— |
$4,923,250 |
$7,089,594 |
Veronica H. Foley |
|
|
|
|
Chief Legal and Compliance Officer |
|
|
|
|
Cash payment(5) |
— |
— |
$2,074,318 |
$2,074,318 |
Long-term incentives(6)(7) |
— |
— |
$1,791,629 |
$3,194,221 |
Total |
— |
— |
$3,865,947 |
$5,268,539 |
Shuja Goraya |
|
|
|
|
Chief Technology Officer and President, International |
|
|
|
|
Cash payment(5) |
— |
— |
$2,227,358 |
$2,227,358 |
Long-term incentives(6)(7) |
— |
— |
$1,791,629 |
$1,791,629 |
Total |
— |
— |
$4,018,988 |
$4,018,988 |
Notes:
2026 Management Information Circular 57

58 2026 Management Information Circular
GENERAL INFORMATION ABOUT THE ANNUAL MEETING |
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|
|
You have received this Management Information Circular because you owned Precision shares on March 25, 2026, the record date for the Meeting, and are entitled to vote your shares at our Annual Meeting on May 14, 2026 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 proxy holders 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 supports the good governance of the Company and safeguards your investment from possible activism or organized groups of minority shareholders seeking to exploit low voter turnout.
You can vote by proxy if you are unable to vote at the virtual Meeting. As in past years, we expect the vast majority of votes to be cast in advance of the Meeting by proxy.
You can attend the virtual Meeting online at https://meetnow.global/M9JFRVX.
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 has 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 61 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 |
2026 Management Information Circular 59
VOTING
Who Can Vote
Only holders of Precision shares as of the close of business on March 25, 2026 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 proxy holder 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 61.
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 25, 2026, we had 12,950,561 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 use 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 by 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)
60 2026 Management Information Circular
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 proxy holder) the authority to attend the Meeting and vote your shares for you. You can appoint a person or a company to be your proxy holder 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 a proxy holder and follow the directions provided on the voting instruction form in your package. See “Registering your Proxy holder to Participate at the Meeting” and “Attending and Participating at the Meeting.”
Carey T. Ford, 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 proxy holder 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 proxy holder, cross out the names of the Precision proxy holders 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 12, 2026. 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 at any time up until the start of the Meeting or as permitted by law. If you have followed the process for attending and voting at the Meeting online, voting at the Meeting online will revoke your previous proxy. 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 online, 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 12, 2026 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.
2026 Management Information Circular 61
Registering Your Proxy holder to Participate At the Meeting
Beneficial Shareholders who wish to appoint themselves or a third-party proxy holder to represent them at the online Meeting must submit their proxy or voting instruction form (if applicable) prior to registering their proxy holder. Registering your proxy holder is an additional step once you have submitted your proxy or voting instruction form. Failure to register the proxy holder will result in the proxy holder not receiving an invite code to participate in the Meeting. To register a proxy holder, shareholders MUST visit www.computershare.com/Precision by 10:00 a.m. MDT on May 12, 2026 and provide Computershare with their proxy holder’s contact information, so that Computershare may provide the proxy holder 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 12, 2026. 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/M9JFRVX during the Meeting. Please note that you are required to register your appointment at www.computershare.com/Precision.
Attending and Voting 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 14, 2026.
Shareholders and duly appointed proxy holders and guests can attend the Meeting online by going to https://meetnow.global/M9JFRVX.
Registered shareholders and duly appointed proxy holders 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 proxy holders. Non-registered shareholders who have not appointed themselves may attend the Meeting by clicking "Guest" and completing the online form.
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 proxy holder 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 from occurring. When called upon to speak and ask your question, you will be unmuted. 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 inappropriate or otherwise out of order.
Beneficial shareholders who have not appointed themselves as proxy holder 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, which are running the most updated version of the applicable software plugins and that meet the minimum system requirements. If you have trouble logging in, voting or asking questions at the Meeting, contact Computershare at 1-888-724-2416.
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
62 2026 Management Information Circular
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/M9JFRVX for additional information.
In order to participate online, shareholders must have a valid 15-digit control number and proxy holders must have received an email from Computershare containing an invite code.
Voting at the Meeting
A registered shareholder or a beneficial shareholder who has appointed themselves or a third-party proxy holder 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 proxy holder will be required to enter their control number or invite code provided by Computershare at https://meetnow.global/M9JFRVX prior to the start of the Meeting. In order to vote, non-registered shareholders who appoint themselves as a proxy holder 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 Proxy holder to participate at the Meeting” for details).
If you are using a 15-digit control number to log in 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, proxy holders 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.
2026 Management Information Circular 63
OTHER INFORMATION |
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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 of 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 2025, or to date in 2026.
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.
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, 2025. These reports are available on SEDAR+ (www.sedarplus.ca) or on EDGAR Next (www.sec.gov). The documents described above are also available on Precision’s website at www.precisiondrilling.com or you may request copies by emailing Precision at info@precisiondrilling.com. We mailed our 2025 Consolidated Financial Statements to all registered shareholders and beneficial shareholders who requested them.
64 2026 Management Information Circular
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 22 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 Next (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
2026 Management Information Circular 65
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 Next (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 |
66 2026 Management Information Circular
APPENDIX A – ABOUT DSUs |
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|
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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 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.
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APPENDIX B – Summary of the 2024 Director Share Unit Plan |
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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 who 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.
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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.
2026 Management Information Circular 69
APPENDIX C – 2025 DIRECTOR CONTINUING EDUCATION |
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2025 Director Education Program Topic |
Presented by |
Audit, Finance and Risk Management |
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From Debt to Fret, Switch Energy Alliance |
Veriten, LLC. |
Long Takes on a Macro Mess |
Veriten, LLC. |
Corporate Governance |
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CEO Trust: Nomination and Governance Training |
Piper Sandler 24th Annual Energy Conference |
Navigating the Annual Meeting & Reporting Season |
Vinson & Elkins LLP and Ernst & Young |
Directorship Certification Program |
National Association of Corporate Directors |
Corporate Compliance and Enforcement Directors’ Academy Training |
New York University School of Law Program |
Blue Ribbon Commission Report on Board Culture |
National Association of Corporate Directors |
AI Board Governance Interactive Virtual Event Series |
Grant Thornton |
Seminar on Committee Chair Succession |
National Association of Corporate Directors |
Code of Business Conduct Ethics Training |
Precision Drilling |
Anti-Bribery and Anti-Corruption Training |
Precision Drilling |
Arctic Wolf Security Awareness Training |
Precision Drilling hosted by Arctic Wolf |
Be It Resolved: Canadian Boards Are Too Risk Adverse to Drive Economic Growth |
Institute of Corporate Directors |
Poison Pills Are Important Tools for Public Companies in Times of Tariffs and Trade Wars |
Institute of Corporate Directors |
Ethical Decisions Are the Last Line of Corporate Defence |
Institute of Corporate Directors |
Be It Resolved: Trust Is a Zero Sum Game |
Institute of Corporate Directors |
Be It Resolved: The Public Company Model No Longer Serves Canadian Business |
Institute of Corporate Directors |
Be It Resolved: It’s The Board’s Job to be Fluent In Geopolitics |
Institute of Corporate Directors |
Practical Strategies for Effectively Managing Polarization Risk |
Institute of Corporate Directors |
The Evolving Role of The Board Chair |
Institute of Corporate Directors |
Chairing the Board: Balancing Vision, Strategy, and Culture |
Board Ready Women |
Be It Resolved: Boards Need To Re-Think Cyber Risk in the Age of AI |
Institute of Corporate Directors |
AI: Black Box or a Path for Clarity? |
Institute of Corporate Directors |
ESG |
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Seminar on SEC Climate Disclosure Rule |
Vinson & Elkins LLP and Ernst & Young |
SEC Climate Disclosure Deep Dive |
Diligent and Kirkland & Ellis LLP |
ESG Risks, Opportunities and the Evolving Disclosure Landscape |
Grant Thornton |
Trump and the Paris Agreement – Steve Koonin |
Veriten, LLC. |
What Does Energy Pragmatism Mean for Climate & Sustainability |
Veriten, LLC. |
Energy Pragmatism and Climate: Pushback and Perspectives |
Veriten, LLC. |
Substantive Sustainability in a Post Net Zero World |
Veriten, LLC. |
LNG Ambition, Pipelines and the Climate Debate in Canada |
American Renewable Energy Institute |
Dr. Steve Koonin: Perspective on Energy, Climate and the Future |
Veriten, LLC. |
Human Resources and Compensation |
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JP Morgan 2024 Proxy Season Overview |
V&E USA Annual Membership Meeting & Public Policy Forum |
Planning for a Transaction: Compensation and Leadership Considerations |
National Association of Corporate Directors |
Time to Tell A Different Story: Female CEOs |
Russel Reynolds Associates |
Analyzing Director Pay: New for 2025 |
National Association of Corporate Directors |
Directors’ Dinner & Fireside Chat |
Tudor, Pickering, Holt & Co. |
The Complexities of CEO Performance and Succession |
Institute of Corporate Directors |
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2025 Director Education Program Topic |
Presented by |
Industry and Markets |
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Meghan O’Sullivan Harvard Kennedy School Multiple Oil and Gas Price Economic Reviews |
Goldman Sachs, Morgan Stanley, International Energy Agency, IHS Energy, BlackRock |
Rig 582 Tour |
Precision Drilling |
Unlocking Canadian NGL |
Arc Energy Research Institute |
Pipe Dreams vs Pipe Realities: CEO TC Energy |
Arc Energy Research Institute |
Navigating Tariffs: Weathering the Storm Trade Uncertainty |
Norton Rose Fulbright |
Alberta’s Electricity Market Overhaul: A Costly Mistake |
Arc Energy Research Institute |
Board of Directors Breakfast World Geopolitical Review |
Piper Sandler Energy and Power |
Navigating Trade Barriers: The Potential Impact of U.S. Tariffs on Canadian Oil and Gas and the Future of Canada’s Economy |
World Petroleum Congress |
Natural Gas: U.S. Euphoria and Canadian Pessimism |
Tudor, Pickering, Holt & Co. |
Ice and Opportunity: Canada’s Northern Trade Route |
Arc Energy Research Institute |
Governing in Turbulent Times: Building Agility & Resilience |
Institute of Corporate Directors |
Self vs External Activism |
Veriten, LLC. |
Global Summit in Washington DC |
National Association of Corporate Directors |
Traditional Energy in the Energy Transition |
Vinson & Elkins LLP |
Life Cycle Power’s Business Model in the Current Market Environment – Leader in Natural Gas |
Life Cycle Power Management |
The Year Ahead – Top Energy Themes |
Arc Energy Research Institute |
Trump, Tariffs and Trade: Impacts on Canadian Oil And Gas |
Arc Energy Research Institute |
Trump’s Energy Policy Agenda and Canadian Implications - Christopher Sand |
Arc Energy Research Institute |
Big Questions on Big Themes |
Veriten, LLC. |
Deep Seek, Davos, 45-47 |
Veriten, LLC. |
New US-Canada tariffs - What Your Business Needs to Know |
Norton Rose Fulbright |
US-Canada Tariffs: Economics and Markets Impact |
Bank Of Montreal Capital Markets |
The Trade Battle Unfolds: Insights From Former Deputy PM John Manley |
Arc Energy Research Institute |
A Widening Competitive Moat (David Bat, Kimberlite Research) |
Veriten, LLC. |
From a Canadian Point of View We’re Bewildered – Hon. Lisa Raitt |
Veriten, LLC. |
Anne Applebaum on Autocracy, Inc., Trump and US-Canada Tensions |
American Renewable Energy Institute |
2025 Projections, Elections and Energy |
Tudor, Pickering, Holt & Co. |
Mind The Energy Security Gap: How Dependent is Canada on the U.S.? |
American Renewable Energy Institute |
Hysteria and the Long Term Impacts of a Policy Firehose |
Veriten, LLC. |
The Troubled Energy Transition – Daniel Yergin |
Veriten, LLC. |
Energy Pragmatism Opportunities |
Veriten, LLC. |
If You Get Energy Wrong, Nothing Else Matters – Secretary Chris Wright |
Veriten, LLC. |
Energy Pragmatism Meets An Uncertain Reality |
Veriten, LLC. |
Unlocking Canadian LNG: Bringing Montney Gas to the World |
Arc Energy Research Institute |
Policy Discussion: The Only Certainty is Uncertainty |
Arc Energy Research Institute |
Are We Allies Or Are We Not? Jason Kenney, Former Premier of Alberta |
Veriten, LLC. |
Navigating Global Tariffs: Insights For Canadian Boards |
Institute of Corporate Directors |
Roundtable: Tariffs and trade wars: How Are Canadian Boards Responding? |
Institute of Corporate Directors |
2026 Management Information Circular 71
APPENDIX D – BOARD OF DIRECTORS CHARTER |
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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 OF DIRECTORS RESPONSIBILITIES
The Board of Directors shall:
Strategy and Budget
Senior Management
Health & Safety and Corporate Responsibility
Financial Reporting and Risk Management
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Ethics, Disclosure and Corporate Conduct
Delegation and Board Composition
Board of Directors Process/Effectiveness
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Structure and Authority
Composition
Election, Appointment and Replacement
Meetings and Quorum
Minutes
Review of Charters and Position Descriptions
Stakeholder Engagement
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Approved effective July 31, 2025
2026 Management Information Circular 75
APPENDIX E – CHANGE OF AUDITORS REPORTING PACKAGE |
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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/M9JFRVX.

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
2026 Management Information Circular 79