DEF 14A of Ranger Energy Services, Inc.
Filed Apr 2, 2026 · FY20250001628280-26-023149
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| Name | Age | Title | Audit | Compensation | Nominating and Governance | | Stuart N. Bodden | 56 | Class II Director (term expires 2026) | | | | | Sean Woolverton | 56 | Class II Director (term expires 2026) | Member | Member | |
PROPOSAL ONE—ELECTION OF DIRECTORS
PROPOSAL ONE—ELECTION OF DIRECTORS The Board of Directors currently consists of five directors. In accordance with the terms of our Certificate of Incorporation and our Amended and Restated Bylaws, the Board of Directors is divided into three classes: Class I, Class II and Class III, with each class serving staggered three-year terms. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Each director elected to the Board of Directors will hold office until his or her successor has been elected and qualified or until the earlier of their death, resignation, disqualification or removal. The current members of the classes of our Board are divided as follows: •Class II (if reelected, term expires in 2029): Stuart N. Bodden and Sean Woolverton •Class III (term will expire in 2027): Carla Mashinski •Class I (term will expire in 2028): Michael C. Kearney and Krishna Shivram The Board of Directors has nominated the following individuals for election as Class II directors of the Company, to serve until the 2029 Annual Meeting, and until their successor is elected and qualified or until the earlier of death, resignation or removal:
DIRECTOR NOMINEES
DIRECTOR NOMINEES The Company’s Board of Directors currently consists of five members, and if the stockholders elect the nominees to the Board as set forth in “Proposal One—Election of Directors” above, the Board will continue to consist of five members. The Board of Directors is divided into three classes: Class I, Class II and Class III, with each class serving staggered three-year terms. Each year, one class of directors will stand for re-election as their terms of office expire.
Nominees for Election to a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders
Nominees for Election to a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders
Nominees for Election to a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders
| Stuart N. Bodden | Stuart Bodden has served as our President and Chief Executive Officer since September 2021. Mr. Bodden has over 20 years of experience in various executive roles in the oil and gas industry. Prior to joining the Company in September 2021, Mr. Bodden was President and Chief Executive Officer at Express Energy Services in Houston from 2016 to 2021. Mr. Bodden served as President Director for Pacific Oil and Gas in Singapore, which was later purchased by Pacific Energy Corporation Limited, from February 2010 to January 2012, where he led the upstream business and oversaw production and development of oil and gas assets, coal exploration in Sumatra and the creation of a new power business. Mr. Bodden was a Partner at McKinsey & Company in the Houston and Singapore offices, where he led projects in the oilfield services and upstream oil and gas sectors during his 10+ year tenure. He currently serves on the boards of directors of BioSqueeze Inc. and Bridger Photonics. | | President, CEO and Director Age 56 Committees: None Director Since 2021 Other Public Company Boards: None | | | | Education: Mr. Bodden received his Bachelor of Science degree from Brown University and his Master of Business Administration from The University of Texas, Austin. | | | Skills/Qualifications: Mr. Bodden’s experience in executive positions in the oil and gas industry financial accounting, income taxes and treasury operations, along with a strong background in corporate finance and mergers and acquisitions, bring important and valuable skills to our Board of Directors. |
Nominees for Election to a Three-Year Term Expiring at the 2029 Annual Meeting of Stockholders
| Sean Woolverton | Sean Woolverton joined our Board of Directors on January 1, 2024. Mr. Woolverton served as the Chief Executive Officer and member of the Board of Directors of SilverBow Resources, Inc. (SBOW) from March 2017 to July 2024. Prior to his role at SilverBow, he worked at Samson Resources from 2013 to 2017, holding a series of positions, including the role of Chief Operating Officer. From 2007 to 2013, he served in a number of capacities of increasing responsibility at Chesapeake Energy Corporation. Earlier in his career, Mr. Woolverton held multiple engineering and management roles at Encana Corporation and Burlington Resources. | | Independent Director Age 56 Committees: Audit Compensation Director Since 2024 Other Public Company Boards: None | | | | Education: Mr. Woolverton received his Bachelor of Science degree in Petroleum Engineering from Montana Tech. | | | Skills/Qualifications: We believe Mr. Woolverton’s CEO experience, his board service, and his petroleum engineering background brings a valuable addition to our Board of Directors. |
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
| Carla Mashinski | Carla Mashinski joined our Board of Directors on January 1, 2024. Ms. Mashinski is the former Chief Financial and Administrative Officer (CFAO) of Cameron LNG, LLC. Prior to joining Cameron LNG, Ms. Mashinski served as the Chief Financial Officer and VP of Finance and Information Management, North American Operations of Sasol Limited (SSL). Ms. Mashinski has more than 35 years of experience working for a number of diverse energy companies, including Shell Oil Company, Duke Energy, GulfMark Offshore, SBM Offshore, and Sasol Limited. She currently serves as a director and Audit Committee chair of Primoris Services Corporation (PRIM) and BKV Corporation (BKV). On July 1, 2025, Carla joined the board of the private company, Coastal Bend LNG, an emerging U.S. Gulf Coast liquefied natural gas developer positioning itself as a low-carbon LNG producer. She previously served on the boards of Unit Corporation (UNT) and CARBO Ceramics. Ms. Mashinski is a Certified Public Accountant with a Bachelor’s degree in Accounting from the University of Tennessee at Knoxville and an Executive MBA from the University of Texas at Dallas. She was recognized by WomenInc. as one of the Most Influential Corporate Board Directors of 2019; received the 2020 Breakthrough Award from Greater Houston Women’s Chamber of Commerce and 2020 Top 50 Most Powerful Women in Oil and Gas. | | Independent Director Age 63 Committees: Audit (Chair) Nominating and Governance Director Since 2024 Other Public Company Boards: Primoris Services Corporation BKV Corporation | | | | Education: Ms. Mashinski is a Certified Public Accountant with a Bachelor’s degree in Accounting from the University of Tennessee at Knoxville and an Executive Master of Business Administration from the University of Texas at Dallas. | | | Certifications: Ms. Mashinski is NACD Directorship Certified by the National Association of Corporate Directors. She holds a CERT Certification in Cybersecurity Oversight issued by the Software Engineering Institute of Carnegie Mellon University, and Effective AI Oversight for Directors Certificate from Heinz College of Carnegie Mellon University. | | | Skills/Qualifications: We believe Ms. Mashinski’s oil and gas experience, financial background, and board member service brings diversity, expertise, and knowledge to our Board of Directors. |
Directors Continuing in Office until the 2028 Annual Meeting of Stockholders
Directors Continuing in Office until the 2028 Annual Meeting of Stockholders
Directors Continuing in Office until the 2028 Annual Meeting of Stockholders
| Michael C. Kearney | Michael C. Kearney has served as a member of our Board of Directors since July 2018. Mr. Kearney has over 25 years of upstream energy executive and board experience, principally in the oil services sector. Mr. Kearney served as a nonexecutive director of Expro Group Holdings N.V.’s (XPRO) and predecessor company Frank’s International N.V. from 2013 to June 2025. Mr. Kearney served as President and Chief Executive Officer of Frank's from September 2017 until October 2021. Mr. Kearney served on Frank’s Supervisory Board in various roles since 2013 including Chairman (2015-2021), Lead Supervisory Director (2014-2015), Audit Committee member (2013-2017), and Compensation Committee member (2014-2016). Mr. Kearney previously served as President and Chief Executive Officer of DeepFlex Inc., a privately held oilfield services company that was engaged in the manufacture of flexible composite pipe used in offshore oil and gas production, from September 2009 until June 2013, and served as the Chief Financial Officer of DeepFlex Inc. from January 2008 until September 2009. Mr. Kearney served as Executive Vice President and Chief Financial Officer of Tesco Corporation from October 2004 to January 2007. From 1998 until 2004, Mr. Kearney served as the Chief Financial Officer and Vice President-Administration of Hydril Company. In addition to his executive experience, Mr. Kearney’s oilfield services experience extends to serving on the board of directors of Core Laboratories Inc. from 2004 until 2017, most recently as its Lead Director, and serving on the board of directors and Audit Committee of Fairmount Santrol from 2015 until its merger with Unimin Corporation in 2018. | | Chairman of the Board | | | Independent Director | | | Age 77 | | | Committees: Nominating and Governance (Chair) | | | Director Since 2018 | | | Other Public Company Boards: None . | | | | Education: Mr. Kearney received a Bachelor of Business Administration degree from Texas A&M University, as well as a Master of Science degree in Accountancy from the University of Houston. | | | Skills/Qualifications: Mr. Kearney was selected as a director because of his experience in the oil and gas industry and his experience serving on the board of directors of other companies. |
Directors Continuing in Office until the 2028 Annual Meeting of Stockholders
| Krishna Shivram | Krishna Shivram has served as a member of our Board of Directors since 2017. Mr. Shivram currently serves as Managing Partner of Veritec Capital Partners, a private capital firm focused on making investments in energy technology businesses in addition to decarbonization and energy transition targets. Mr. Shivram also currently serves on the board of directors of Allison Transmission Holdings Inc. (ALSN), a leader in automatic transmission systems for large commercial vehicles and for military uses. In March 2025, Mr. Shivram was appointed as a director to Stem, Inc. (STEM), a global leader in energy transition. Mr. Shivram served as Chief Executive Officer of Sentinel Energy Services Inc., from 2017 to 2020 and director from 2017 to 2023. Mr. Shivram served as the Executive Vice President and Chief Financial Officer of Weatherford International plc (WFRD) from November 2013 to November 2016, and as interim Chief Executive Officer of Weatherford from November 2016 to March 2017, subsequent to which he evaluated potential opportunities prior to joining us. Immediately prior to joining Weatherford, Mr. Shivram served as Vice President and Treasurer of Schlumberger Ltd. (SLB) beginning in January 2011. Prior to his serving as Vice President and Treasurer, Mr. Shivram held a number of senior management positions at Schlumberger, including Controller—Drilling Group from May 2010 to January 2011, Manager—Mergers and Acquisitions from May 2009 to April 2010 and Controller—Oilfield Services from August 2006 to April 2009. | | Independent Director | | | Age 63 | | | Committees: Compensation (Chair) Audit | | | Director Since 2017 | | | Other Public Company Boards: Allison Transmission Holdings Inc. Stem, Inc. | | | | Education: Mr. Shivram received a Bachelor of Science degree from Sydenham College in India. | | | Skills/Qualifications: Mr. Shivram is a Chartered Accountant, and we believe that his experience in financial accounting, income taxes and treasury operations, along with a strong background in corporate finance and mergers and acquisitions, bring important and valuable skills to our Board of Directors. |
Director Nominee Highlights
Director Nominee Highlights As presented in the chart below, we believe our director nominees and current directors collectively offer a broad range of skills and experiences that strengthen Board oversight and support the Company’s long-term, sustainable growth through effective execution of its strategic plan. The following high-level summary highlights certain key skills, qualifications, and experiences of the director nominees and current directors. It is not intended to reflect the full scope of their contributions.
Director Nominee Highlights
| | Bodden | Woolverton | Mashinski | Kearney | Shivram | | Demographics | | | | | | | Age | 56 | 56 | 63 | 77 | 63 | | Gender | M | M | F | M | M | | Ethnic/Gender Diversity (Y/N) | N | N | Y | N | Y | | Tenure on This Board (yrs) | 5 | 2 | 2 | 8 | 9 | | Total # Public Board Commitments (including Ranger) | 0 | 0 | 3 | 0 | 3 | | Compliance | | | | | | | Independent Director | | X | X | X | X | | Audit Committee Financial Expert (SEC) | | X | X | | X | | Experience | | | | | | | Public Company CEO | X | X | | X | X | | Public Company CFO | | | | X | X | | Public Company Senior Executive | X | X | X | X | X | | Public Company Board Director | X | X | X | X | X | | Audit Committee | | X | X | X | X | | Compensation Committee | | X | X | X | X | | Nominating and Governance Committee | | | X | X | | | Oil and Gas Industry | X | X | X | X | X | | International | X | | X | X | X | | Expertise* | | | | | | | Finance/Accounting | | X | X | X | X | | Banking | | | X | X | | | Operations | X | X | | X | X | | HSE/Risk Management/Audit | X | X | X | | X | | Strategic Planning | X | X | X | X | X | | M&A Deal Making | X | X | X | X | X | | HR/Compensation | X | X | | | X | | Legal/Regulatory Affairs | | | | | X | | Sales/Marketing/Commercial | X | | | | X | | Investor Relations | X | X | X | X | X | | Supply Chain Logistics | X | | | | X |
Director Nominee Highlights
*Qualification for Expertise is that we believe the director/nominee served in a role where they extensively used this expertise. Simply managing the function does not qualify unless a direct role was included.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
2025 Director Pay Components
2025 Director Pay Components Each non-employee director receives an annual base cash retainer of $75,000 for his or her service. The Chairman of the Board, the chairs of each committee, and the members of each committee receive additional retainers for their services. All cash retainers are paid in advance on a quarterly basis. Our non-employee directors are also reimbursed for certain reasonable expenses in connection with their services to us. In 2025, Meridian, our compensation consultant, conducted a competitive market analysis of non-employee director compensation and recommended an increase in the compensation and pay mix between cash and equity. Based on this analysis, the Compensation Committee recommended, and the Board approved certain increases to our non-employee director compensation. Effective July 24, 2025, the additional retainers increased to the following amounts: Chairman of the Board ($80,000); Audit Committee Chair ($20,000); and Compensation Committee Chair ($15,000). An increase in the amount of restricted stock units (“RSUs”) was also approved from $100,000 to $125,000. The following sets forth the compensation structure for our non-employee directors for 2025:
2025 Director Pay Components
| | Effective 1/1/2025 - 7/23/2025 | | Effective 7/24/2025 - 12/31/2025 | | | Description of Fees | Annualized Cash Compensation ($) | Annualized Equity Compensation ($) | Annualized Cash Compensation ($) | Annualized Equity Compensation ($) | | Base Retainer | $75,000 | — | $75,000 | — | | Chairman of the Board | $30,000 | — | $80,000 | — | | Audit Committee Chair | $15,000 | — | $20,000 | — | | Compensation Committee Chair | $10,000 | | $15,000 | | | Other Committee Chairs | $10,000 | — | $10,000 | — | | Committee Member | $5,000 | — | $5,000 | — | | Restricted Stock Unit(1) | — | $100,000 | — | $125,000 |
2025 Director Pay Components
(1) The directors may elect within 30 days of the grant date to have their RSUs settled in (1) 100% stock or (2) 70% stock and 30% cash (in which case the cash portion of the award is referred to as a “Restricted Cash Unit” or “RCU”) once such RSUs vest.
2025 Director Compensation
2025 Director Compensation
2025 Director Compensation
| Name | Fees Earned or Paid in Cash (1) ($) | Chairman of the Board | Committee Chair | Committee Member | Stock Awards (2) ($) | All Other Compensation(3) | Total ($) | | Krishna Shivram | 75,000 | | 12,500 | 5,000 | 125,000 | 1,968 | 219,468 | | Michael C. Kearney | 75,000 | 55,000 | 10,000 | | 125,000 | 1,968 | 266,968 | | Carla Mashinski | 75,000 | | 17,500 | 5,000 | 125,000 | 3,074 | 225,574 | | Sean Woolverton | 75,000 | | | 10,000 | 125,000 | 3,074 | 213,074 | | Brett T. Agee (4) | 56,250 | | | 7,500 | — | 1,968 | 65,718 |
2025 Director Compensation
(1) Represents the director cash retainer payments made during 2025. (2) Represents the aggregate grant-date fair value under accounting standards for recognition of share-based compensation expense for RSUs granted to our independent directors in 2025, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 718. On July 24, 2025, each of Messrs. Shivram, Kearney, Woolverton, and Agee and Ms. Mashinski were granted 10,712 RSUs; these RSUs had a fair value of $11.67 per share, which amount is based on the closing price of one share of our Class A Common Stock on the date prior to the Compensation Committee’s approval of the grant. For further discussion of the respective awards, please see “Note 11 — Equity - Equity Based Compensation,” of the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2025. The following table shows the aggregate number of stock awards outstanding for each director as of December 31, 2025.
2025 Director Compensation
| Name | Restricted Stock Units Outstanding as of December 31, 2025 | Restricted Cash Units Outstanding as of December 31, 2025 | Total Awards Outstanding as of December 31, 2025 | | Krishna Shivram | 10,712 | — | 10,712 | | Michael C. Kearney | 7,498 | 3,214 | 10,712 | | Carla Mashinski | 7,498 | 3,214 | 10,712 | | Sean Woolverton | 7,498 | 3,214 | 10,712 | | Brett T. Agee (4) | — | — | — |
2025 Director Compensation
(3) Accrued dividends paid on RSUs vested during 2025. (4) Mr. Agee resigned from our Board of Directors on September 19, 2025 and therefore did not receive his cash retainer for the fourth quarter and forfeited the RSUs granted to him on July 24, 2025.
Summary Compensation Table
Summary Compensation Table The following table summarizes, with respect to our NEOs, information relating to compensation earned for services rendered in all capacities during the fiscal years ended December 31, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary (1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | | Stuart N. Bodden | 2025 | 639,423 | 520,232 | 2,534,702 | 28,428 | 3,722,785 | | President, Chief Executive Officer and Director | 2024 | 564,808 | 354,962 | 2,006,053 | 23,678 | 2,949,501 | | Melissa Cougle | 2025 | 447,885 | 370,174 | 877,417 | 20,115 | 1,715,591 | | Executive Vice President and Chief Financial Officer | 2024 | 412,000 | 281,634 | 706,899 | 12,320 | 1,412,853 | | J. Matthew Hooker | 2025 | 367,596 | 215,604 | 626,699 | 19,503 | 1,229,402 | | Executive Vice President, Well Services | 2024 | 318,885 | 145,721 | 458,412 | 16,590 | 939,608 |
Summary Compensation Table
______________________________________________ (1) Represents base salary earned during the respective fiscal year. (2) Represents one-time cash bonuses earned during the applicable fiscal year under the Company’s Management Incentive Program (“MIP”). (3) Represents the aggregate grant-date fair value under accounting standards for recognition of share-based compensation expense for the respective year. The Company granted performance-based restricted stock units (referred to as “Performance Stock Units” or “PSUs”) and restricted stock awards (“RSAs”) during 2024 and PSUs and RSUs during 2025. The amounts reflected in this column represent the grant date fair value of the PSUs, RSAs, and RSUs granted to the NEOs pursuant to the Ranger Energy Services, Inc. Amended and Restated 2017 Long Term Incentive Plan (the “Ranger Amended and Restated LTIP”), computed in accordance with FASB ASC Topic 718. The value of the 2025 PSU awards on the grant date, assuming achievement of the maximum performance level of 200% would be: Mr. Bodden — $2,872,089; Ms. Cougle — $994,211; and Mr. Hooker — $710,122. For further discussion of the respective awards, please see Note 11 — Equity - Equity Based Compensation of the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2025 and “—Outstanding Equity Awards at 2025 Fiscal Year-End” below. (4) The below table presents details regarding all other compensation that was provided to our NEOs during 2025.
Summary Compensation Table
| | Life Insurance Premiums | Company Contributions to 401(k) Plan | Dividends/ Dividend Equivalents | Totals | | Stuart N. Bodden | $258 | $14,000 | $14,170 | $28,428 | | Melissa Cougle | $90 | $13,662 | $6,363 | $20,115 | | J. Matthew Hooker | $396 | $14,000 | $5,107 | $19,503 |
Pay versus Performance Table
Pay versus Performance Table The following table summarizes, with respect to our NEOs, information relating to compensation paid to our NEOs in comparison to certain Company performance metrics during the fiscal years ended December 31, 2025, 2024 and 2023.
Pay versus Performance Table
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation actually paid to PEO ($)(1)(3) | Average Summary Compensation Table for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3) | Total Stockholder Return ($)(4) | Peer Group Total Stockholder Return ($)(5) | Net Income ($) (in Millions) | Adjusted EBITDA ($) (in Millions) | | 2025 | 3,722,785 | 1,677,594 | 1,472,497 | 732,618 | 131.88 | 99.76 | 12.3 | 73.2 | | 2024 | 2,949,501 | 5,869,951 | 1,176,231 | 2,030,052 | 143.32 | 73.18 | 18.4 | 78.9 | | 2023 | 2,905,535 | 2,408,677 | 1,142,408 | 886,456 | 93.82 | 78.22 | 23.8 | 84.4 |
Pay versus Performance Table
______________________________________________ (1) The PEO for each year represents Stuart N. Bodden. (2) The Non-PEO NEOs for each year represents Melissa K. Cougle and J. Matthew Hooker. (3) Deductions from, and additions to, the total compensation of the PEOs and non-PEO NEOs as reflected in the 2025, 2024, and 2023 Summary Compensation Table by year to calculate Compensation Actually Paid consist of the following. As the NEOs do not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans. (4) The Company calculates TSR with a base investment of $100, including reinvestment of dividends, in a manner consistent with the stock performance graph disclosure requirements under Item 201(e) of Regulation S-K, which is cumulative for the measurement periods beginning on December 31, 2022 and ending on December 31 of each 2025, 2024 and 2023, respectively. (5) Peer Group TSR represents the cumulative TSR of the Company’s predefined peer group, as described under “—Additional Narrative Disclosures—Performance Stock Units,” with a base investment of $100, including reinvestment of dividends, in a manner consistent with the stock performance graph disclosure requirements under Item 201(e) of Regulation S-K, which is cumulative for the measurement periods beginning on December 31, 2022 and ending on December 31 of each 2025, 2024 and 2023, respectively.
Pay versus Performance Table
| | 2025 | | 2024 | | 2023 | | | | Stuart N. Bodden | Average Non-PEO NEOs | Stuart N. Bodden | Average Non-PEO NEOs | Stuart N. Bodden | Average Non-PEO NEOs | | Total Compensation from Summary Compensation Table | $3,722,785 | $1,472,497 | $2,949,501 | $1,176,231 | $2,905,535 | $1,142,408 | | Adjustments for Equity Awards | | | | | | | | Deduction of Amount reported in the “Stock Awards” columns in the Summary Compensation Table | (2,534,702) | (752,058) | (2,006,053) | (582,656) | (2,016,322) | (592,067) | | Add Year-end fair value of outstanding and unvested awards granted in the covered year | 1,463,055 | 434,095 | 3,469,635 | 1,014,032 | 2,049,126 | 586,633 | | Add Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | (10,357) | (1,806) | 358,713 | 41,050 | (519,448) | (247,530) | | Add Year-over-year difference of year-end fair values for unvested awards granted in prior years | (963,187) | (420,110) | 1,098,155 | 381,395 | (10,214) | (2,988) | | Add Fair values at vest date for awards granted and vested in current year | — | — | — | — | — | — | | Add Forfeitures during current year equal to prior year-end fair value | — | — | — | — | — | — | | Total Adjustments for Equity Awards | (2,045,191) | (739,879) | 2,920,450 | 853,821 | (496,858) | (255,952) | | Compensation Actually Paid (as calculated) | $1,677,594 | $732,618 | $5,869,951 | $2,030,052 | $2,408,677 | $886,456 |
Compensation Actually Paid and Company Performance
Compensation Actually Paid and Company Performance The graphs below provide an illustration of the relationship between the Compensation Actually Paid to our PEO and the average of the Compensation Actually Paid to our Non-PEO NEOs and (i) Company TSR and (ii) Adjusted EBITDA for the fiscal years ended December 31, 2025, 2024, and 2023. TSR amounts reported in the graph below assume an initial fixed investment of $100, including reinvestment of dividends, if such amount were invested on December 31, 2022.
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table presents information regarding outstanding equity awards held by our NEOs as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Stock Awards(1) | | | | | Name | Number of Shares or Units of Stock that have not Vested (#) (2)(3) | Market Value of Shares or Units of Stock that have not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) (4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(5) | | Stuart N. Bodden | | | | | | Performance Stock Units | — | — | 306,148 | 4,279,949 | | Restricted Stock Awards | 55,656 | 778,071 | — | — | | Restricted Stock Units | 45,999 | 643,066 | — | — | | Melissa Cougle | | | | | | Performance Stock Units | — | — | 110,188 | 1,540,428 | | Restricted Stock Awards | 20,358 | 284,605 | — | — | | Restricted Stock Units | 15,923 | 222,604 | — | — | | J. Matthew Hooker | | | | | | Performance Stock Units | — | — | 71,026 | 992,943 | | Restricted Stock Awards | 14,170 | 198,097 | — | — | | Restricted Stock Units | 11,373 | 158,995 | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End
_______________________________________________ (1) The amounts in this table reflect all outstanding PSUs, RSAs, and RSUs held by our NEOs as of December 31, 2025 as described further under “—Additional Narrative Disclosures—Performance Stock Units”, “—Additional Narrative Disclosures—Restricted Stock Awards,” and “—Additional Narrative Disclosures—Restricted Stock Units.” (2) Represents time-vested RSAs granted in calendar years 2023 and 2024 that generally vests annually in one-third increments beginning on the initial vesting date shown below:
Outstanding Equity Awards at 2025 Fiscal Year-End
| Name | Unvested Shares | Initial Vesting Date | | Stuart N. Bodden | 16,819 | 3/15/2024 | | | 38,837 | 3/14/2025 | | Melissa Cougle | 6,117 | 3/15/2024 | | | 14,241 | 3/14/2025 | | J. Matthew Hooker | 4,266 | 3/15/2024 | | | 9,904 | 3/14/2025 |
Outstanding Equity Awards at 2025 Fiscal Year-End
(3) Represents time-vested RSUs granted in calendar year 2025 that generally vest annually in one-third increments beginning on the first anniversary of the grant date. (4) Represents Performance Stock Units granted in calendar years 2023, 2024 and 2025, which are subject to a three-year performance period ending on December 31, 2025, December 31, 2026, and December 31, 2027 respectively. The actual number of Performance Stock Units that are earned will be determined in a Board meeting subsequent to the end of each respective performance period based on our total stockholder return relative to the total stockholder return of each member of a predefined peer group as described further under “—Additional Narrative Disclosures—Performance Stock Units.” (5) The amounts reflected in these columns represent the market value of the PSUs, RSAs, and RSUs, as applicable, held by the NEOs as of December 31, 2025, which was computed based on the closing price of our Class A Common Stock on December 31, 2025 (the last trading day of 2025), which was $13.98 per share. Assumes target-level payout of PSUs.
Adjusted EBITDA
Adjusted EBITDA Adjusted EBITDA is not a financial measure determined in accordance with U.S. GAAP. We define Adjusted EBITDA as net income or loss before net interest expense, income tax expense, depreciation and amortization, equity‑based compensation, gain on sale of assets, acquisition related costs, severance and reorganization costs, significant and unusual legal fees and settlements, impairment of fixed assets, employee retention credit, inventory adjustment, and certain other non-cash and certain other items that we do not view as indicative of our ongoing performance. We believe Adjusted EBITDA is a useful performance measure because it allows for an effective evaluation of our operating performance when compared to our peers, without regard to our financing methods or capital structure. We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDA because these amounts can vary substantially within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income (loss) determined in accordance with U.S. GAAP. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are reflected in Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an indication that our results will be unaffected by the items excluded from Adjusted EBITDA. Our computations of Adjusted EBITDA may not be identical to other similarly titled measures of other companies. The following table presents reconciliations of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, in millions.
Adjusted EBITDA
| | High Specification Rigs | Wireline Services | Processing Solutions and Ancillary Services | Other | Total | | | Year Ended December 31, 2025 | | | | | | Net income (loss) | $46.0 | $(13.9) | $14.1 | $(33.9) | $12.3 | | Interest expense, net | — | — | — | 1.2 | 1.2 | | Tax expense | — | — | — | 5.5 | 5.5 | | Depreciation and amortization | 24.1 | 10.4 | 9.6 | 2.2 | 46.3 | | EBITDA | 70.1 | (3.5) | 23.7 | (25.0) | 65.3 | | Impairment of fixed assets | — | — | — | 0.4 | 0.4 | | Equity based compensation | — | — | — | 6.5 | 6.5 | | Gain on sale of assets | — | — | — | (1.4) | (1.4) | | Severance and reorganization costs | — | 1.0 | 0.1 | 0.1 | 1.2 | | Acquisition related costs | 0.2 | 0.6 | 0.1 | 1.4 | 2.3 | | Legal fees and settlements | — | — | — | 0.8 | 0.8 | | Employee retention credit | — | — | — | (3.5) | (3.5) | | Inventory adjustment | — | 1.6 | — | — | 1.6 | | Adjusted EBITDA | 70.3 | (0.3) | 23.9 | (20.7) | 73.2 |
Adjusted EBITDA
| | High Specification Rigs | Wireline Services | Processing Solutions and Ancillary Services | Other | Total | | | Year Ended December 31, 2024 | | | | | | Net income (loss) | $46.8 | $(8.5) | $17.8 | $(37.7) | $18.4 | | Interest expense, net | — | — | — | 2.6 | 2.6 | | Tax expense | — | — | — | 7.6 | 7.6 | | Depreciation and amortization | 22.2 | 11.4 | 8.6 | 1.9 | 44.1 | | EBITDA | 69.0 | 2.9 | 26.4 | (25.6) | 72.7 | | Equity based compensation | — | — | — | 5.8 | 5.8 | | Gain on sale of assets | — | — | — | (2.2) | (2.2) | | Severance and reorganization costs | 0.9 | 0.6 | 0.2 | 0.1 | 1.8 | | Acquisition related costs | 0.4 | — | — | 0.1 | 0.5 | | Legal fees and settlements | 0.2 | — | — | 0.1 | 0.3 | | Adjusted EBITDA | $70.5 | $3.5 | $26.6 | $(21.7) | $78.9 |