PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 20, 2022

GENERAL INFORMATION

These proxy materials are being furnished to you, in connection with the solicitation of proxies by the board of directors (“Board”) of U.S. Well Services, Inc., a Delaware corporation (referred to in this Proxy Statement as “USWS,” the “Company,” “we,” “us” or “our”), for use at the Annual Meeting, and any adjournments or postponements thereof, to be held on Friday, May 20, 2022 at 10:00 a.m., Central Daylight Time, solely by means of remote communication in an audio-only virtual meeting format at www.proxydocs.com/USWS. This Proxy Statement, together with a proxy card or voting instruction form for the Annual Meeting, and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, will be mailed to stockholders of record as of the close of business on March 28, 2022 on or about April 20, 2022.

Attendance and Participation

To attend the virtual Annual Meeting, visit www.proxydocs.com/USWS and enter the control number found on your proxy card or voting instruction form. You must register at www.proxydocs.com/USWS to attend the virtual Annual Meeting on or before May 18, 2022. You may vote and ask questions during the Annual Meeting by following the instructions available on the meeting website during the meeting. We recommend that you log in at least 15 minutes prior to the meeting to ensure you are logged in when the meeting starts.

Even if you plan to participate in the virtual Annual Meeting, the Company strongly recommends that you vote your shares in advance, as more particularly described below, to ensure that your vote is counted.

Voting and Revocation of Proxies

If you provide specific voting instructions, your shares will be voted as you instruct. Whether you hold shares directly as a stockholder of record, or beneficially in street name, you may direct how your shares are voted at the Annual Meeting. If you are a stockholder of record, you may vote by submitting a proxy card or by voting at the Annual Meeting, and if you hold your shares in street name, you may vote by submitting voting instructions to your broker, trustee or other nominee.

You may cast your vote by proxy as follows:

Unless you otherwise direct in your proxy, the individuals named in the proxy card or voting instruction form will vote the shares represented by such proxy in accordance with the recommendations of our Board. If you hold your shares in street name, please refer to the proxy card or voting instruction form forwarded by your broker, trustee or other nominee to see which voting options are available to you and for instructions on how to vote. If you vote by Internet or by telephone, you need not return your proxy card or

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voting instruction form. Proxies granted by telephone or over the Internet, in accordance with the procedures set forth on the proxy card or voting instruction form, will be valid under Delaware law.

If you sign the proxy card or voting instruction form of your broker, trustee or other nominee but do not provide voting instructions, your shares will not be voted unless your broker, trustee or other nominee has discretionary authority to vote. When a broker, trustee or other nominee holding shares for a beneficial owner is unable to vote on a particular proposal because such broker, trustee or other nominee does not have discretionary authority to vote in the absence of timely instructions from the beneficial owner, this is referred to as a “broker non‑vote.” Of the three proposals that will be brought to a vote at our Annual Meeting, brokers will have discretionary voting authority with respect to the approval of an amendment to our second amended and restated certificate of incorporation to effect a reverse split of our common stock and the ratification of the appointment of our independent registered public accountant. It is therefore very important that you indicate on the proxy card or voting instruction form of your broker, trustee or other nominee how you want your shares to be voted in the election of the two director nominees named in this Proxy Statement.

The Board is not aware of any business to be brought before the Annual Meeting other than as indicated in the notice of Annual Meeting. If any other matter does properly come before the meeting, the persons named in the proxy card or voting instruction form will vote the shares represented by the proxy in his or her best judgment.

Revocation of Proxy.  A proxy may be revoked by a stockholder at any time prior to it being voted by:

Attendance at the meeting alone will not effectively revoke a previously executed and delivered proxy. If a proxy is properly executed and is not revoked by the stockholder, the shares it represents will be voted at the meeting in accordance with the instructions from the stockholder. If the proxy card or voting instruction form is signed and returned without specifying choices, the shares will be voted in accordance with the recommendations of our Board. If your shares are held in an account at a broker, trustee or other nominee, you should contact your broker, trustee or other nominee to change your vote.

Record Date and Vote Required for Approval.  The record date with respect to this solicitation is March 28, 2022. All holders of record of our Class A Common Stock (“Common Stock”) as of the close of business on March 28, 2022 are entitled to vote at the Annual Meeting and any adjournment or postponement thereof for which a new record date has not been established. As of the record date, we had 77,066,612 shares of Common Stock outstanding and entitled to vote. Each share of Common Stock entitles its holder to one vote on each matter submitted to our stockholders. In accordance with our bylaws, a quorum exists if the holders of outstanding shares of our Common Stock representing a majority of the voting power of all outstanding shares of Common Stock entitled to vote as of March 28, 2022 are present in person or by proxy at the Annual Meeting, including proxies on which abstentions (withholding authority to vote) are indicated. Abstentions and broker non-votes will be counted for purposes of establishing a quorum at the Annual Meeting. If less than a quorum is represented at the Annual Meeting, the presiding officer of the meeting or a majority of the shares so represented may move to adjourn the meeting. In the event a quorum is present at the Annual Meeting, but sufficient votes to approve any of the items proposed by our Board have not been received, the presiding officer of the meeting or the persons named as proxies may propose one or more adjournments of the Annual Meeting to permit further solicitation of proxies. A stockholder vote may be taken on one or more of the proposals in this Proxy Statement prior to such adjournment if sufficient proxies have been received and it is otherwise appropriate.

Assuming that a quorum is present, the affirmative vote of a plurality of the votes cast is required for the election of directors at the Annual Meeting. This means that the director nominees receiving the most affirmative votes are elected for the available Board positions. Any shares not voted (whether by withholding the vote, broker non-vote or otherwise) have no impact in the election of directors.

The vote to approve the amendment to our second amended and restated certificate of incorporation to effect a reverse split of our Common Stock will require the affirmative vote of holders of a majority of the outstanding shares of our Common Stock. Abstentions are considered shares of stock present in person or represented by proxy at the Annual Meeting and entitled to vote and are counted in determining the number of votes necessary for a majority. An abstention will therefore have the practical effect of voting “against” Proposal No. 2 because it represents one less vote for approval. Because brokers generally have discretionary authority to vote on Proposal No. 2, broker non-votes are generally not expected to result from the vote on Proposal No. 2.

Ratification of the appointment of KPMG LLP as our independent registered public accountant requires the affirmative vote of a majority of the shares of voting stock present in person or represented by proxy at the meeting and entitled to vote on this matter.

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We will provide to any stockholder, without charge and upon written request, a copy (without exhibits, unless otherwise specified) of our Annual Report on Form 10‑K, as filed with the U.S. Securities and Exchange Commission (“SEC”) for the fiscal year ended December 31, 2021. Any such request should be directed to Erin C. Simonson, Corporate Secretary, at 1360 Post Oak Boulevard, Suite 1800, Houston, Texas 77056.

OUR BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors

Our business and affairs are managed under the direction of our Board. Our second amended and restated certificate of incorporation specifies that the Board shall be divided into three classes, as nearly equal in number as possible, and designated Class I, Class II and Class III, each class having a three-year term of office. Under the second amended and restated certificate of incorporation, each director holds office until the annual meeting for the year in which his or her term expires and until his or her successor has been duly elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

On November 9, 2018, we completed a business combination with U.S. Well Services, LLC (the “Business Combination”). Unless the context requires otherwise, references to “we,” “us,” “our,” “USWS” and the “Company” refer to U.S. Well Services, Inc. on and after the consummation of the Business Combination, and references to “USWS” prior to the Business Combination are to U.S. Well Services, LLC, the wholly owned subsidiary of USWS Holdings LLC (“USWS Holdings”), the entity in which we acquired a majority interest in connection with the Business Combination. In connection with the closing of the Business Combination, Joel Broussard, Ryan Carroll, Adam Klein, David Matlin, David L. Treadwell and Eddie Watson were appointed as directors. In December 2018, Richard Burnett was appointed to our Board. In March 2020, Steve Habachy was appointed to our Board. Also in connection with the closing of the Business Combination, our newly appointed Board appointed Joel Broussard as President and Chief Executive Officer, Kyle O’Neill as Chief Financial Officer and Matthew Bernard as Chief Administrative Officer.

Our Board is led by Mr. Treadwell, our independent Chairman of the Board. The Board believes that this leadership structure, which separates the Chairman and Chief Executive Officer roles, is appropriate at this time. The Board believes its current leadership structure best serves the objectives of the Board’s oversight of management, the Board’s ability to carry out its roles and responsibilities on behalf of the Company’s stockholders, and the Company’s overall corporate governance.

Our Board believes that the purpose of corporate governance is to ensure that we maximize stockholder value in a manner that is consistent with our Code of Business Conduct and Ethics, as well as all applicable legal requirements. The Board has adopted and adheres to our Corporate Governance Guidelines that the Board and our executive officers, as officer is defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, promote for sound, best practices. The Board reviews these governance practices, the corporate laws of the State of Delaware under which we were incorporated, the rules and listing standards of The Nasdaq Capital Market LLC (“Nasdaq”), and the regulations of the SEC, as well as best practices recognized by governance authorities, to benchmark the standards under which it operates.

The Board provides accountability, objectivity, perspective, judgment and in some cases, specific industry or technical knowledge or experience. In carrying out its responsibilities to the stockholders, the fundamental role of the Board is to ensure (1) continuity of leadership; (2) the implementation, understanding and pursuit of a sound strategy for the success of our Company; and (3) the availability of financial and management resources and the implementation of control systems to carry out that strategy. Our Corporate Governance Guidelines, our Code of Business Conduct and Ethics, our Code of Ethics for Senior Financial Officers, the charters for our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, and other corporate governance information, are available on our website at www.uswellservices.com under the heading “Investor Relations > Governance > Governance Documents.” These materials are also available in print and free to any stockholder upon written request submitted to our principal executive offices at 1360 Post Oak Boulevard, Suite 1800, Houston, Texas 77056, Attention: Corporate Secretary. The information on our website is not a part of this Proxy Statement and is not incorporated into any of our filings made with the SEC.

As discussed more fully under “Proposal 1—Election of Directors,” two of our current directors, Joel Broussard and Richard Burnett, have been nominated for re-election at the Annual Meeting because of the expiration of the term of their class, Class I, on our Board.

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The following table sets forth the names and ages of all current directors, the positions and offices with us held by such persons, the years in which their current terms as directors expire and the length of their continuous service as a director:

David L. Treadwell has been a member of our Board since the Business Combination and currently serves as Chairman of the Board, as Chairman of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee. Prior to, and until the commencement of, the Business Combination, Mr. Treadwell served as director of USWS since March 2017. Currently, Mr. Treadwell serves on the boards of Visteon Corporation and Flagstar Bank, both publicly traded on U.S. stock exchanges. Mr. Treadwell formerly served on the board of directors of Fairpoint Communications (NASDAQ: FRP) from January 2011 until the company was sold to Consolidated Communications in June 2017. In addition, Mr. Treadwell is chairman of the board of two other private companies. From 2006-2011, Mr. Treadwell was president and chief executive officer of EP Management Corporation (formerly EaglePicher Corporation). Prior to that, Mr. Treadwell had been chief operating officer of EP Management Corporation, and prior to that, a division president. Mr. Treadwell was also CEO of Oxford Automotive, a $1-billion automotive supplier, where he led the restructuring of the company. Mr. Treadwell was with Prechter Holdings for 19 years, ultimately serving as its CEO. Mr. Treadwell holds a BA with high honors in Business Administration from the University of Michigan.

We believe Mr. Treadwell is well qualified to serve on our Board due to his background as an experienced executive with knowledge of business, operations, corporate strategy and risk management, as well as his experience with distressed companies and turnaround situations.

Joel Broussard has served as our President and Chief Executive Officer and has been a member of our Board since the Business Combination. Prior to the Business Combination, he served as a director of USWS and as Chief Executive Officer of USWS since February 2017. Mr. Broussard founded ORB Investments, LLC in February 2012 and was most recently a principal investor in Go-Coil, LLC from August 2008 until December 2011. Additionally, Mr. Broussard was the founder and Chief Executive Officer of Gulf Offshore Logistics, LLC from April 2003 until December 2014 and GOL Docks, LLC from March 2007 until March 2012. Prior to founding Gulf Offshore Logistics, LLC and GOL Docks, LLC, Mr. Broussard worked in sales and marketing with C&G Marine for over 7 years and was a member of the United States Army. Mr. Broussard attended Nicholls State University.

We believe Mr. Broussard is well qualified to serve on our Board due to his background as an experienced executive with knowledge of business, operations and corporate strategy and due to his technical experience in the oil and gas services industry, including the hydraulic fracturing market. Mr. Broussard brings to our Board his experience as our President and CEO; extensive knowledge of our strategy, markets, competitors, financial and operational issues; demonstrated commitment to our health, safety, environmental and social responsibility; demonstrated ability to continually create vision and alignment for our Company while achieving growth; and extensive oil service industry experience.

Richard Burnett has been a member of our Board since December 2018 and currently serves as Chairman of the Audit Committee. Mr. Burnett became the President and Chief Executive Officer of Silver Creek Exploration, a privately owned independent oil and natural gas company engaged in the acquisition, development and exploration of non-operated unconventional natural gas and oil resources in the United States in November 2019. He previously served as Chief Financial Officer of Covey Park Energy, a private E&P company sponsored by Denham Capital, from July 2017 until Covey Park Energy was sold to Comstock Resources in July 2019. Prior to joining Covey Park Energy, Mr. Burnett served as Chief Financial Officer of Double Eagle Energy Holdings II, a U.S. onshore E&P partnership with Apollo Natural Resource Partners from August 2016 until its sale to Parsley Energy, Inc. during the first half of

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2017. Prior to Double Eagle Energy Holdings II, Mr. Burnett spent three years at EXCO Resources, Inc., a publicly-traded, U.S. onshore, E&P company serving as Vice President, Chief Financial Officer and Chief Accounting Officer. From 2002 to November 2013, Mr. Burnett was at KPMG LLP, an international accounting firm where he served as the Partner in Charge of the Energy Audit Practice within the Dallas / Ft. Worth Business Unit starting in June of 2012. Prior to joining KPMG LLP, Mr. Burnett spent time at Arthur Anderson LLP and Marine Drilling Companies, Inc. Mr. Burnett serves on the board of directors and as chairman of the audit committee of Select Energy Services, Inc., on the board of directors and as a member of the audit committee and compensation committee of Ranger Oil Corporation, and on the wind down board of directors of Sunrise Oil & Gas, Inc. Mr. Burnett is a Certified Public Accountant in the State of Texas and received a B.B.A in Accounting from Texas Tech University.

We believe Mr. Burnett is well qualified to serve on our Board due to his extensive business and financial expertise from his two decades of financial management, accounting and public company expertise in the oil and gas accounting industries, and as an experienced executive

Ryan Carroll has been a member of our Board since the Business Combination and currently serves as a member of each of the Audit Committee and the Nominating and Corporate Governance Committee. Mr. Carroll is currently a Managing Director and Head of Portfolio Management within the Private Credit Group at TCW Asset Management Company, LLC, which he joined in July 2016. Prior to joining TCW, Mr. Carroll was a Managing Director within the US Private Capital Group at BlackRock Financial Management, Inc. from March 2015 until April 2016. He joined BlackRock in March 2015 with the acquisition of BlackRock Kelso Capital Advisors, which he joined in November 2005 and had served as a Managing Director from December 2012 until March 2015. Prior to joining BlackRock Kelso Capital, Mr. Carroll worked in the leveraged finance group at JPMorgan, where he began his career in 2004. Since September 2020, Mr. Carroll has served on the boards of AGY Equity, LLC, a manufacturer of specialty fiber glass yarns, and SSI Parent, LLC, a distributor of school supplies, furniture and curriculum. Since February 2021, Mr. Carroll has served on the board of RT Holdings Parent, LLC, the owner of over 200 restaurants operating under the Ruby Tuesday name. Previously, Mr. Carroll served on the board of USWS from May 2018 until November 2018, Marketron Broadcast Solutions, LLC from June 2012 to January 2016 and Bankruptcy Management Solutions, Inc. from October 2010 to January 2016. Mr. Carroll holds a BSBA with majors in finance, accounting and international business from the Olin School of Business at Washington University in St. Louis.

We believe Mr. Carroll is well qualified to serve on our Board due to his background overseeing numerous performing and distressed portfolio companies and his service as a director on a number of private company boards, which provides us with an experienced investor who has been deeply involved in the formulation of long-term strategic plans, acquisition strategy and construction of management incentive plans.

Steve Habachy has been a member of our Board since March 2020 and currently serves as a member of each of the Audit Committee and Compensation Committee. Mr. Habachy has served as Co-Founder/Board Member/President and Chief Operating Officer of WildFire Energy LLC since June 2019. Prior to that, Mr. Habachy served as Chief Operating Officer and Executive Vice President of Wildhorse Resource Development Corporate (NYSE: WRD) and WildHorse Resources II LLC from September 2016 until February 2019. Mr. Habachy joined WildHorse Resources LLC in 2010, where he served as Vice President of Operations from May 2010 to December 2012. From January 2013 to August 2016, Mr. Habachy served as Vice President, Operations of WildHorse Resources Management Company. From March 2007 to April 2010, Mr. Habachy was a Partner of Winter Ridge Energy LLC, where he served as Vice President of Engineering and Operations. Prior to 2007, Mr. Habachy served in a wide variety of technical engineering and management roles in Louisiana, East Texas and the Gulf Coast with Anadarko Petroleum and Hilcorp Energy Company. Further, Mr. Habachy served on the External Advisory Committee for the Department of Petroleum and currently serves on the Executive Chancellor’s Council for the UT System. Mr. Habachy received his bachelors and masters degrees in petroleum engineering from the University of Texas at Austin.

We believe Mr. Habachy is well qualified to serve on our Board due to his experience in the oil and natural gas exploration and production industry and background as an executive with knowledge of business, operations and corporate strategy.

Adam Klein has been a member of our Board since the Business Combination and currently serves as Chairman of the Nominating and Corporate Governance Committee and as a member of the Compensation Committee. Mr. Klein joined Crestview Partners in 2007 and is a partner, Chairman of the ESG committee and a member of the Investment Committee. Mr. Klein leads investments that span our industry capabilities with a focus on climate adaption. Prior to joining Crestview Partners in 2007, Mr. Klein worked as an investment professional at Centennial Ventures, Inc., where he invested in early- to mid-stage companies across multiple industries. Before joining Centennial Ventures, Mr. Klein worked in the Mergers & Acquisitions group at Compass Partners from 2001 to 2003, advising corporations and private equity firms on a wide range of transactions. Previously, Mr. Klein worked in the Media & Telecom group at Donaldson, Lufkin & Jenrette and then Credit Suisse from 2000 through 2001. Mr. Klein serves on the board of directors of CP Energy Services, Inc., W Energy Partners II and Upwell Water. Mr. Klein served on the board of directors of Endurance Lift Holdings, LLC from December 2011 to August 2018, Silver Creek Oil & Gas, LLC from May 2012 to August 2018, FBR & Co. from

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February 2010 to June 2014 and Select Energy Services, Inc. from November 2016 to May 2020. Mr. Klein received an M.B.A. from Harvard Business School and an A.B. in Economics from Harvard College.

We believe Mr. Klein is well qualified to serve on our Board because of his private equity investment and company oversight experience, significant familiarity with our industry, and background with respect to acquisitions, debt financings and equity financings.

David J. Matlin has been a member of our Board since the Business Combination. Mr. Matlin previously served as the Chief Executive Officer and a director of USWS since inception in March 2016 to November 2018. Mr. Matlin is co-founder, Chief Executive Officer and Chief Investment Officer of MatlinPatterson Global Advisers LLC (MatlinPatterson), a distressed securities investment manager, which he co-founded in July 2002. Since 2015, he has served as the Chief Executive Officer (and a managing principal since December 2012) of MatlinPatterson Asset Management L.P. Prior to forming MatlinPatterson, Mr. Matlin was a Managing Director at Credit Suisse, and headed their Global Distressed Securities Group upon its inception in 1994. From 1988 to 1994, he served as a Managing Director and founding partner of Merrion Group, L.P. Mr. Matlin began his career as a securities analyst at Halcyon FSB Investments from 1986 to 1988. Since May 2021, Mr. Matlin has served as Chairman of the Board and as member of the Nominating & Corporate Governance Committee of Clene Nanomedicine Inc. In December 2000, he was appointed to the board of directors of MedTech Acquisition Corp. and Pristine Surgical, LLC. Mr. Matlin has also served on the board of directors of Traffk LLC since September 2020. Mr. Matlin previously served on the board of directors of Flagstar Bank FSB, a federally chartered savings bank, and Flagstar Bancorp, Inc. (NYSE: FBC), a savings and loan holding company, from January 2009 until June 2021. Mr. Matlin also served as Chair of Flagstar Bancorp, Inc.’s Nominating/Corporate Governance Committee during the same period, having previously served as Chair of its Compensation Committee from January 2009 to January 2018 and as a member of that committee until March 2018. Mr. Matlin served on the board of directors of CalAtlantic Group, Inc. (NYSE: CAA), a U.S. homebuilder, from 2009 to 2018 and Global Aviation Holdings, Inc., an air charter company, from 2006 to 2012. Mr. Matlin obtained his JD from the Law School of the University of California at Los Angeles and a Bachelor of Science degree from the Wharton School of the University of Pennsylvania

We believe Mr. Matlin is well qualified to serve on our Board due to his background in distressed companies and his experience serving on several public company boards, which bring leadership, risk assessment skills and public company expertise.

Eddie Watson has been a member of our Board since the Business Combination and currently serves as a member of the Compensation Committee. Mr. Watson worked at Halliburton from 1981 through 2015 where he served in increasing roles of responsibility, most recently as Southern U.S. Region Operations Manager. During his tenure at Halliburton, Mr. Watson worked in several regions throughout the U.S., the Far East and the Middle East. Mr. Watson has been retired since 2015. Mr. Watson received a B.S. in Mechanical Engineering from New Mexico State University in 1980.

We believe Mr. Watson is well qualified to serve on our Board because of his extensive management and technical experience in the oil and gas services industry, including the hydraulic fracturing market.

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Meetings of Our Board of Directors and Committees of the Board

Our Board has the responsibility for establishing our broad corporate policies and for our overall performance. However, the Board is not involved in our day‑to‑day operations. The Board is kept informed of our business through discussions with our President and Chief Executive Officer, Chief Financial Officer, Chief Administrative Officer and other officers, by reviewing analyses and reports provided to it on a regular basis, and by participating in Board and committee meetings.

Our Board currently has three standing committees: Audit, Compensation and Nominating and Corporate Governance. Actions taken by our committees are reported to the full Board. Each committee conducts an annual evaluation of its duties and is expected to conduct an annual review of its charter. Each committee has authority to retain, set the compensation for, and terminate consultants, outside counsel and other advisers as that committee determines to be appropriate.

Audit Committee.  The members of our Audit Committee are Richard Burnett, Ryan Carroll and Steve Habachy, with Mr. Burnett serving as chairman. Our Board has determined that all members of our audit committee are independent, within the meaning of SEC and Nasdaq regulations for independence for audit committee members, under our corporate governance guidelines, and in accordance with our audit committee charter. In addition, our Board has determined that each member of the Audit Committee has the requisite accounting and related financial management expertise under the current listing standards of the Nasdaq and in accordance with our audit committee charter.

The Board has also determined that Mr. Burnett is an “audit committee financial expert” (as defined in the SEC rules) because he has the following attributes: (i) an understanding of generally accepted accounting principles in the United States of America and financial statements; (ii) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; (iii) experience analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by our financial statements; (iv) an understanding of internal control over financial reporting; and (v) an understanding of audit committee functions. Mr. Burnett has acquired these attributes by his educational background and by having various positions that provided relevant experience, as described in his biographical information under “Our Board of Directors and Its Committees—The Board of Directors” above.

The Audit Committee charter gives the Audit Committee the authority and responsibility for the engagement, compensation and oversight of our independent registered public accounting firm and the review and approval in advance of the scope of audit and non-audit assignments and the related fees of the independent registered public accounting firm. The Audit Committee charter also gives this committee authority to fulfill its obligations under SEC and Nasdaq requirements, which include:

Audit Committee members meet privately in separate sessions with representatives of our senior management, our independent registered public accounting firm and our Vice President, Internal Audit and Process Controls after Audit Committee meetings. In 2021, our Audit Committee held five (5) meetings, including telephonic meetings, and acted by unanimous written consent one (1) time.

The written charter adopted by our Audit Committee is available on our website at www.uswellservices.com.

Compensation Committee.  The members of our Compensation Committee are David L. Treadwell, Steve Habachy, Adam Klein and Eddie Watson, with Mr. Treadwell serving as chairman. Our Board has determined that each member of the Compensation Committee meets the Nasdaq standards for independence, and is a “Non‑Employee Director” as defined in Rule 16b‑3 under the Exchange Act and an “outside director” as defined for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.

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The principal duties of the Compensation Committee under its charter include:

The Compensation Committee may delegate to its chairman, any one of its members or any sub-committee it may form, the responsibility and authority for any particular matter, as it deems appropriate from time to time under the circumstances.

The Compensation Committee annually reviews all elements of compensation for our officers, utilizing peer group compensation practices and performance, both internally and relative to peers as part of its process to help ensure that our total compensation program is consistent with our compensation philosophies. In discharging its duties and responsibilities, the Compensation Committee has the sole authority to retain, manage and terminate outside consultants. In determining compensation levels for executive officers and non-employee directors, the Compensation Committee reviews compensation survey data supplied by the Company.

The chief executive officer does not have a role in setting his own base salary, annual cash bonus, or the size of his annual equity compensation award. The Compensation Committee reviews the specific corporate goals and objectives relevant to the compensation of the chief executive officer and evaluates the chief executive officer’s performance and pay in an executive session, in light of those goals and objectives. Based on the Compensation Committee’s annual review and evaluation for 2021, it determined and approved the chief executive officer’s total compensation level, including base salary, cash incentive compensation and long-term incentive awards. Our chief executive officer provided recommendations for each executive officer’s base salary, annual cash bonus and target annual equity award for the Compensation Committee’s review. The Compensation Committee considered these factors in setting base salaries, annual targets and ratings associated with incentive compensation awards, selecting appropriate structures for long-term incentives, and ensuring that the total compensation program is consistent with our compensation philosophy and peer company practices. In 2021, our Compensation Committee held four (4) meetings, including telephonic meetings.

The written charter adopted by our Compensation Committee is available on our website at www.uswellservices.com.

Nominating and Corporate Governance Committee.  The members of our Nominating and Corporate Governance Committee are Adam Klein, Ryan Carroll and David L. Treadwell, with Mr. Klein serving as chairman. Our Board has determined that all members of the Nominating and Corporate Governance Committee who currently serve are independent pursuant to the Nasdaq standards for independence and in accordance with our nominating and corporate governance committee charter.

The principal duties of the Nominating and Corporate Governance Committee under its charter include:

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Stockholders may submit recommendations for future candidates for election to the Board for consideration by the Nominating and Corporate Governance Committee by writing to our principal executive offices at 1360 Post Oak Boulevard, Suite 1800, Houston, Texas 77056, Attention: Corporate Secretary and complying with the procedures described in Section 3.2 of our Bylaws. To suggest a director nominee for our 2023 Annual Meeting of Stockholders, stockholders should submit a timely notice recommending the candidate and including the information required by Section 3.2(d) of our Bylaws. In addition, the notice should be accompanied by a signed statement from the nominee indicating that the nominee is willing to serve as a member of the Board if elected. All submissions from stockholders satisfying these requirements will be reviewed by the Nominating and Corporate Governance Committee.

In connection with its role in recommending candidates for the Board, the Nominating and Corporate Governance Committee advises the Board with respect to the combination of skills, experience, perspective and diversity that its members believe are required for the effective functioning of the Board considering our current business strategies and regulatory, geographic and market environment. In addition, the Nominating and Corporate Governance Committee considers it prudent, as part of the search process for any new director, that women and minorities are included in the pool of candidates. Further, the Nominating and Corporate Governance Committee may consider, among other factors, diversity of experience, age, skill, independence qualifications, the number of other public companies for which the prospective nominee serves as a director, the availability of the person’s time and commitment to the Company and whether prospective nominees have relevant business and financial experience and have industry or other specialized expertise. Although the Nominating and Corporate Governance Committee considers diversity of talents, expertise and occupational and personal backgrounds in connection with its role of recommending candidates, the Board does not have a formal diversity policy.

Nominees to be evaluated by the Nominating and Corporate Governance Committee for future vacancies on the Board will be selected from candidates recommended by multiple sources, including business and personal contacts of the members of the Nominating and Corporate Governance Committee, recommendations by our senior management and candidates identified by independent search firms, stockholders and other sources, all of whom will be evaluated based on the same criteria. In 2021, our Nominating and Corporate Governance Committee held four (4) meetings, including telephonic meetings.

The written charter adopted by our Nominating and Corporate Governance Committee is available on our website at www.uswellservices.com.

Corporate Governance Matters

Corporate Governance Web Page and Available Documents.  We maintain a corporate governance page on our website at https://ir.uswellservices.com/corporate-governance/governance-documents where you can find the following documents:

Notwithstanding any reference to our website contained in this Proxy Statement, the information you may find on our website is not part of this Proxy Statement. We will provide a printed copy of these documents, without charge, to stockholders who request copies in writing to U.S. Well Services, Inc., 1360 Post Oak Boulevard, Suite 1800, Houston, Texas 77056, Attention: Corporate Secretary.

Code of Business Conduct and Ethics and Code of Ethics.  We are committed to establishing and maintaining an effective compliance program that is intended to increase the likelihood of preventing, detecting, and correcting violations of law and Company policy. We have adopted a Code of Business Conduct and Ethics applicable to our directors, officers and employees. We have also adopted a Code of Ethics for Senior Financial Officers applicable to our chief executive officer, chief financial officer, chief administrative officer, controller and other senior officers. We employ EthicsPoint, an independent third-party dedicated hotline, for employees, officers, directors and external parties to anonymously report violations of our Code of Business Conduct and Ethics or complaints regarding accounting and auditing practices. Reports of possible violations of Company policy and the law are reported to our Nominating and Corporate Governance Committee. Reports of possible violations of financial or accounting policies are reported

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to our Audit Committee. Our Code of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers may be reviewed on our website at www.uswellservices.com under the heading “Investor Relations > Governance > Governance Documents.”

We will disclose amendments to, or waivers of, our Code of Business Conduct and Ethics or Code of Ethics for Senior Financial Officers that are required to be disclosed under the SEC and Nasdaq requirements through our website. Any waiver of our Code of Business Conduct and Ethics or Code of Ethics for Senior Financial Officers must be approved by the Board or a relevant Board committee.

Corporate Governance Guidelines.  Our Corporate Governance Guidelines contain general principles and practices regarding the function of the Board and the Board Committees. The Corporate Governance Guidelines are reviewed regularly by the Nominating and Corporate Governance Committee and revised when appropriate. Our Corporate Governance Guidelines address many of the items discussed above, and also include, among other things, the following items concerning the Board:

Board Role in Risk Oversight.  The Board oversees the Company’s management and, with the assistance of management, is actively involved in oversight of risks that could affect the Company. The Board engages in the oversight of risk in various ways, including (i) reviewing and approving management’s operating plans and considering any risks that could affect operating results; (ii) reviewing the structure and operation of our various departments and functions; and (iii) in connection with the review and approval of particular transactions and initiatives, reviewing related risk analyses and mitigation plans.

The Board has also delegated certain risk oversight responsibility to committees of the Board as follows: (i) the Audit Committee meets periodically with management to discuss the Company’s process for assessing and managing risks, including the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; (ii) the Compensation Committee reviews the Company’s incentive compensation arrangements to determine whether such arrangements encourage excessive risk-taking and discusses, at least annually, the relationship between risk management policies and practices and compensation; and (iii) the Nominating and Corporate Governance Committee oversees risk related to corporate governance. Our executive officers regularly report to the full Board and, as appropriate, the committees of the Board regarding enterprise risk that the Company must mitigate and manage.

Board Meetings, Annual Meeting of Stockholders and Attendance.  Our Board held twenty-three (23) meetings during 2021, including telephonic meetings, and acted by unanimous written consent four (4) times. Each director attended at least 75% of the total number of meetings of the Board and the committee(s) on which such director serves during the period that such director served as a director or on such committee(s) in 2021. Although we do not have a formal policy regarding attendance by members of the Board at our Annual Meeting, we encourage directors to attend. All of our directors attended our 2021 Annual Meeting.

Director Independence.  The Nominating and Corporate Governance Committee conducted a review of the independence of the members of the Board and its committees and reported its findings to the full Board at its March 28, 2022 meeting. Currently, other than Mr. Broussard, each of our directors is a non-employee director. The Nominating and Corporate Governance Committee reviewed all of the 2021 commercial transactions, relationships and arrangements between us and our subsidiaries, affiliates and executive officers with companies with whom the seven non-employee directors are affiliated or employed. The transactions, relationships and arrangements reviewed by the Nominating and Corporate Governance Committee consisted of the following:

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Our Board makes an annual determination as to the independence of each director, as defined under the standards adopted by Nasdaq. These standards specify certain relationships that are prohibited in order for a director to be deemed independent. In addition to these objective standards, our Board makes a subjective determination of independence by evaluating all relevant facts and circumstances. In particular, when assessing the materiality of a director’s relationship with the Company, the Board considers the issue not merely from the standpoint of the director, but also from the standpoint of persons or organizations with which the director has an affiliation. In its determination of independence, the Board reviewed and considered all relationships and transactions between each director, his or her family members or any business, charity or other entity in which the director has an interest, and our Company, our affiliates, or any entity in which our senior management has an interest. In determining whether a relationship, arrangement or transaction affects the independence of any of the interested directors, the Nominating and Corporate Governance Committee also considers the nature of the transactions and the dollar amounts involved.

Based on the report and recommendation of the Nominating and Corporate Governance Committee, the Board has affirmatively determined that each of our non-employee directors is “independent” as defined under the Nasdaq listing standards. In addition, the Board has affirmatively determined that all of the members of the Audit Committee and Compensation Committee satisfy the enhanced independence criteria required for such members under regulations adopted by the SEC and the Nasdaq listing standards. For information regarding each committee member’s business experience, please read “Our Board of Directors and Its Committees—The Board of Directors” above.

Compensation Committee Interlocks and Insider Participation in Compensation Decisions.  The members of the Compensation Committee of the Board are Messrs. Habachy, Klein, Treadwell and Watson. Other than as described under “Certain Relationships and Related Party Transactions” below, none of the members of the Compensation Committee has ever been an officer or employee of the Company or any of its subsidiaries or has any relationships requiring disclosure with the Company or any of its subsidiaries. As described further under “Certain Relationships and Related Party Transactions,” in June 2021, the Company entered into a note purchase agreement pursuant to which it sold Equity Linked Notes (as defined below) to certain purchasers including Crestview III USWS, L.P. and Crestview III USWS TE, LLC, which are affiliated with Crestview, the beneficial owner of approximately 40.2% of our Common Stock. Crestview is entitled to designate for nomination by the Company for election two directors to serve on the Company’s Board. Messrs. Klein and Watson were designated as directors by Crestview in connection with the Business Combination. In addition, Mr. Klein is a partner at Crestview. None of our executive officers has ever served on the Board or the compensation committee of any other entity that has had any executive officer serving as a member of our Board or Compensation Committee.

Environmental, Social and Governance (“ESG”) Highlights.  At USWS, ESG and principles of sustainability are inherent to our strategy and how we invest in the future. We have centered our products and business model on being an essential partner in the energy transition and are committed to providing our customers with environmental and social solutions that mitigate the impacts of hydraulic fracturing operations. Foundational to this commitment is our CleanFleet® technology – a pioneering fully electric hydraulic fracturing fleet that allows our customers to reduce greenhouse emissions, increase wellsite safety, cut noise pollution and limit community disturbance during their operations. We believe in driving improvement in all we do. Our spirit of continuous improvement extends to how to measure and manage our ESG activities. In support of our progress, we will be publishing our inaugural ESG report in 2022 to expand our transparency and disclosures in these key areas.  

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Environmental. We begin by recognizing and embracing the role we have in protecting the environment, which is reflected in our approach to technology, resource conservation, waste management and greenhouse gas emissions. Our operational mindset is based on (1) creating positive societal impact regarding the air, land and water in the communities where we live and work; (2) exploring and developing products and processes that minimize the environmental footprint of our operations; and (3) minimizing and eliminating the creation of waste materials. We continue to commit time and resources to researching best practices and perform ongoing audits of our processes to advance the effectiveness of our commitments.  

Social.  USWS believes that all safety incidents are preventable and that priority one is having all employees go home healthy every day. To accomplish this objective, we put in place overarching systems, tools and training around safety, and actively encourage each employee to take personal responsibility for their safety as well as the safety of their entire crew. In regard to our workforce practices, USWS recognizes and celebrates the differences that each individual brings to the organization, and we view this diversity as a contributing factor to the success of the Company. We believe all employees should be treated with fairness and respect and seek to provide a workplace free from discrimination or harassment. We also encourage employees to grow personally and professionally, and provide challenging and rewarding work with opportunities for advancement. Along with competitive pay, USWS offers a comprehensive benefits package to provide for the health, welfare and retirement needs of our employees. In empowering our workforce, we also aim to support the communities in which we work and live, and we remain steadfast in taking actions to earn our social license to operate.

Governance. We strongly believe in good corporate governance and commit to high standards of ethical, moral and legal business conduct.  The policies and standards we have in place support our culture and drive personal accountability, honesty and integrity at every level of our business. Open communication is the cornerstone of strong governance, and we expect all employees to report any concerns of misconduct. We also seek business partners that share in our commitment to ethical business practices, and conduct screenings on all potential consultants and vendors.  We recognize that the proxy itself is an exercise in governance and, for additional information on our governance practices, please see our disclosures in “Our Board of Directors and Its Committees—Corporate Governance Matters” above.