Ranger Energy Services, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Ranger Energy Services, Inc. on September 8, 2021. The filing primarily addresses the appointment of a new Chief Executive Officer and Director, effective September 1, 2021.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and corporate governance changes.
Material Changes
The material change reported is the appointment of Stuart Bodden as President, Chief Executive Officer, and Director. Mr. Bodden brings over 20 years of oil field experience, most recently serving as CEO of Express Energy Services.
Management Commentary, Risks, and Compensation Arrangements
Mr. Bodden entered into an employment agreement with the following key terms:
- Term: Initial one-year term with automatic one-year renewals unless notice of non-renewal is given 60 days prior.
- Base Salary: $500,000 annualized.
- Annual Bonus: Discretionary, up to 100% of annualized salary.
- One-Time Equity Award:
- Performance Stock Units (PSUs): Target value not less than 150% of annualized salary, subject to performance conditions over a three-year period.
- Restricted Stock Awards (RSAs): Value not less than 100% of annualized salary, vesting in three equal installments over three years.
- Future Annual Awards (Starting 2022):
- PSUs: Target value of 150% of salary (75% for 2022).
- RSAs: Value of 100% of salary (50% for 2022).
- Severance: In the event of termination without Cause or for Good Reason, Mr. Bodden is entitled to 12 months of base salary, a pro-rated bonus, 12 months of health insurance reimbursement, and acceleration of unvested RSAs.
- Change in Control: Acceleration of all unvested time-based and performance-based equity awards if termination occurs within 12 months of a Change in Control.
- Restrictive Covenants: Includes confidentiality, non-competition, and non-solicitation obligations for 12 months post-termination.
An indemnification agreement was also executed to protect Mr. Bodden against liabilities arising from his services to the Company.
Investor Verification Checklist
- Verify the full text of the Employment Agreement (Exhibit 10.1) for specific definitions of "Cause" and "Good Reason."
- Review the 2017 Long Term Incentive Plan to understand the specific performance conditions attached to the PSUs.
- Confirm the grant date and share price used to calculate the dollar value of the one-time equity awards.
- Monitor future filings for the actual number of shares granted under the one-time and annual awards.