DEF 14A of Ranger Energy Services, Inc., Mar 27, 2024

DEF 14A of Ranger Energy Services, Inc.

Filed Mar 27, 2024 · FY20230001699039-24-000043

Open on EDGAR

  1. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS After the Annual Meeting, assuming the stockholders elect the nominee of the Board of Directors as set forth in “Proposal One—Election of Directors,” the Board of Directors of the Company will be, and the executive officers of the Company are:

  2. DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Age | Title | | Stuart N. Bodden | 54 | President, Chief Executive Officer and Class II Director | | Melissa Cougle | 47 | Chief Financial Officer | | J. Matthew Hooker | 60 | Sr. Vice President of Well Services | | Brett T. Agee (2)(3) | 50 | Class III Director | | Charles S. Leykum | 46 | Class I Director | | Krishna Shivram (1)(2) | 61 | Class I Director | | Michael C. Kearney (3) | 75 | Chairman of the Board and Class I Director | | Carla Mashinski (1)(3) | 61 | Class III Director | | Sean Woolverton (1)(2) | 54 | Class II Director |

  3. DIRECTORS AND EXECUTIVE OFFICERS

    ___________________________________________ (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating and Governance Committee. The Company’s Board of Directors currently consists of seven 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 seven 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. Presented below is biographical information about each of the Company’s executive officers, directors and nominees for director. Stuart N. Bodden—President, Chief Executive Officer and Director. 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, leading projects in the oilfield services and upstream oil and gas sectors during his 10+ year tenure. He currently serves on the board of BioSqueeze Inc. and Bridger Photonics. Mr. Bodden received his Bachelor of Science degree from Brown University and his Master of Business Administration from The University of Texas, Austin. Melissa Cougle—Chief Financial Officer. Melissa Cougle has served as our Chief Financial Officer (“CFO”) since June 2022. Ms. Cougle has over 20 years of finance leadership experience in the energy and oilfield services industry, including CFO roles at Frank’s International N.V. (now Expro Group Holdings N.V.) from May 2019 to November 2021 and National Energy Services Reunited Corp. (NESR) from May 2018 to May 2019. Prior to her CFO roles, Ms. Cougle served in a variety of leadership roles at Ensco plc, and its predecessor organization, Pride International, for 13 years from 2005 to 2018 some of which included Vice President-Treasurer, Vice President-Integration, Director of Internal Audit, and Director of Finance and Administration. She currently serves on the board of Tidewater Incorporated (TDW) and the advisory board of the Energy Workforce & Technology Council. She brings a deep public company finance background including strategic planning, accounting, financial analysis, public company reporting and internal financial controls. Ms. Cougle received her Bachelor of Science degree from Louisiana State University and is a Certified Public Accountant. Ms. Cougle also holds an accreditation in Cybersecurity Oversight issued by the National Association of Corporate Directors. J. Matthew Hooker—Sr. Vice President of Well Services. J. Matthew Hooker has served as our Sr. Vice President of Well Services since November 2018. He also served as our Chief Operating Officer from April 2017 to November 2018. Mr. Hooker served as the Senior Vice President of Business Development at Express Energy Services from July 2015 until January 2017, and Senior Vice President of Drilling Services from January 2012 to July 2015. Previously, Mr. Hooker worked at Latshaw Drilling as Vice President of Operations. Prior to that, he served as the North American Regional/Country Manager for Saxon Drilling LP. Mr. Hooker began his career at Nabors Well Services LTD, where he held various positions culminating as Vice President of US Operations. Brett T. Agee—Director and Nominee. Brett T. Agee has served as a member of our Board of Directors since 2017. Mr. Agee served as the Chief Executive Officer of Ranger Energy Services, LLC (“Ranger Services”) from 2016 to 2017. Prior to joining us, Mr. Agee served as the Chief Executive Officer of Bayou Well Services, LLC (“Bayou Services”) from its founding in 2009 until our acquisition thereof in 2016. Mr. Agee holds a Bachelor of Science in Geography from Texas A&M University’s College of Geosciences. We believe that Mr. Agee’s extensive experience in the energy industry and with Bayou Holdings and Bayou Services, as well as his substantial business, leadership and management experience, brings important and valuable skills to our Board of Directors. Charles S. Leykum—Director. Charles S. Leykum has served as a member of our Board of Directors since 2017 and as a member of Ranger Services’ board of directors from its founding in 2014 until 2017. Mr. Leykum founded CSL, an energy services-focused private equity firm in 2008. Prior to founding CSL, Mr. Leykum was a Portfolio Manager at Soros Fund Management LLC. Before his time at Soros, he worked in the Principal Investment Area and the Investment Banking Division of Goldman, Sachs & Co. Mr. Leykum served as a member of the board of directors of Sentinel Energy Services Inc. from 2017 to 2023. We believe that Mr. Leykum’s extensive investment experience in the energy industry and service as a director for several energy companies brings important and valuable skills to our Board of Directors. Pursuant to the Stockholders’ Agreement (as defined below), Mr. Leykum has certain rights, subject to certain exceptions, to remain a member of our Board of Directors for so long as CSL beneficially owns at least 10% of our Class A Common Stock. Mr. Leykum graduated with a Bachelor of Arts in Economics from Columbia University and a Master of Business Administration from Harvard Business School in 2004. Krishna Shivram—Director. Mr. Shivram has served as a member of our Board of Directors since 2017. Mr. Shivram currently serves as Managing Partner of Veritec Ventures LLC, a venture capital firm focused on making investments in decarbonization and energy transition targets. 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. 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.

  4. DIRECTORS AND EXECUTIVE OFFICERS

    Michael C. Kearney—Chairman of the Board. 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 currently serves as Expro Group Holdings N.V.’s (XPRO) Chairman of the Board, a position he has held since November 2021. Mr. Kearney served as President and Chief Executive Officer of Frank's International N.V., a predecessor company to Expro Group Holdings, N.V. from September 2017 until October 2021. Mr. Kearney served on Frank’s International’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 was Frank's International’s Lead Supervisory Director from May 2014 until December 2015, when he was named Chairman. In addition, Mr. Kearney served on the Frank’s International Audit Committee from 2013 until 2017 and the Frank’s International’s Compensation Committee from 2014 until 2016. Mr. Kearney previously served as President and Chief Executive Officer of DeepFlex Inc., a privately held oilfield services company which 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 and Audit Committee of Fairmount Santrol from 2015 until its merger with Unimin Corporation in 2018. 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. 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. Carla Mashinski —Director and Nominee. 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 and Sasol Limited. She currently serves as a director and Audit Committee chairman of Primoris Services Corporation (PRIM) and BKV Corporation. Ms. Mashinski is a Certified Public Accountant and holds 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. Ms. Mashinski is NACD Directorship Certified by the National Association of Corporate Directors. She also authored the book Five Attributes to a Successful Career. We believe Ms. Mashinski’s oil and gas experience, financial background, and board member service will bring diversity, expertise, and knowledge to our Board of Directors. Sean Woolverton —Director. Sean Woolverton joined our Board of Directors on January 1, 2024. Mr. Woolverton has served as the Chief Executive Officer and member of the Board of Directors of SilverBow Resources, Inc. (SBOW) since March 2017. 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. Mr. Woolverton received his Bachelor of Science degree in Petroleum Engineering from Montana Tech. We believe Ms. Woolverton’s CEO experience, his board service, and his petroleum engineering background will be a valuable addition to our Board of Directors.

  5. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We provided certain of our independent directors, who served during 2023, with an annual retainer of $100,000 per year, which was paid in cash, and annual equity-based compensation in the form of a Restricted Stock award which has a grant date fair value of $75,000. All members of our Board of Directors are reimbursed for certain reasonable expenses in connection with their services to us.

  6. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash (1) ($) | Stock Awards (3) ($) | Total ($) | | William M. Austin | 100,000 | 75,000 | 175,000 | | Krishna Shivram | 100,000 | 75,000 | 175,000 | | Michael C. Kearney | 100,000 | 75,000 | 175,000 | | Brett T. Agee | 100,000 | 75,000 | 175,000 | | Byron A. Dunn | 50,000 | — | 50,000 | | Richard E. Agee | 100,000 | 75,000 | 175,000 | | Charles S. Leykum(2) | 100,000 | 75,000 | 175,000 | | Gerald C. Cimador(2) | 50,000 | — | 50,000 |

  7. DIRECTOR COMPENSATION

    _______________________________________________ (1) Represents the director cash retainer payments made during 2023. (2) Prior to 2023, pursuant to the policies of CSL Capital Management, equity awards granted to Charles S. Leykum and Gerald C. Cimador, each of whom are affiliated with CSL Capital Management, for services provided for acting as a Director were for the benefit of CSL Capital Management, where Charles S. Leykum is an indirect beneficial owner of such shares. During 2023, the policy changed and the shares are now issued directly to Mr. Leykum. Mr. Cimador retired from the board on May 12, 2023 and did not receive a grant for 2023. (3) Represents the aggregate grant-date fair value under accounting standards for recognition of share-based compensation expense for Restricted Stock granted to our independent directors in 2023, computed in accordance with FASB ASC Topic 718. Each of Messrs. Austin, Shivram, Kearney, B. Agee, R. Agee, and Leykum were granted 7,484 shares of restricted stock on August 1, 2023, with a fair value of $10.02 per share, which amount is based on the closing price of one share of our Class A Common Stock on the date of grant. For further discussion of the respective awards, please see “Note 8—Equity-Equity Based Compensation,” of the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2023. The following table shows the aggregate number of stock awards and option awards outstanding for each director as of December 31, 2023.

  8. DIRECTOR COMPENSATION

    | Name | Aggregate Stock Awards Outstanding as of December 31, 2023 | Aggregate Option Awards Outstanding as of December 31, 2023 | | William M. Austin | — | — | | Krishna Shivram | 7,484 | — | | Michael C. Kearney | 7,484 | — | | Brett T. Agee | 7,484 | — | | Byron A. Dunn | — | — | | Richard E. Agee | — | — | | Charles S. Leykum(a) | 7,484 | — | | Gerald C. Cimador (a) | — | — |

  9. DIRECTOR COMPENSATION

    (a) Prior to 2023, pursuant to the policies of CSL Capital Management, equity awards granted to Charles S. Leykum and Gerald C. Cimador, each of whom are affiliated with CSL Capital Management, for services provided for acting as a Director were for the benefit of CSL Capital Management, where Charles S. Leykum is an indirect beneficial owner of such shares. During 2023, the policy changed and the shares are now issued directly to Mr. Leykum. Mr. Cimador retired from the board on May 12, 2023 and did not receive a grant for 2023. Effective January 1, 2024, we changed our director compensation structure as described in the below table.

  10. DIRECTOR COMPENSATION

    | Description of Fees | Annualized Cash Compensation ($) | Annualized Equity Compensation ($) | | Base Retainer | $75,000 | — | | Chairman of the Board | $30,000 | — | | Audit Committee Chair | $15,000 | — | | Other Committee Chairs | $10,000 | — | | Committee Member | $5,000 | — | | Restricted Stock Grant | — | $100,000 |

  11. DIRECTOR COMPENSATION

    All members of our Board of Directors will continue to be reimbursed for certain reasonable expenses in connection with their services to us.

  12. PROPOSAL ONE—ELECTION OF DIRECTORS

    PROPOSAL ONE—ELECTION OF DIRECTORS The Board of Directors currently consists of seven 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 III (if reelected, term will expire in 2027): Brett T. Agee and Carla Mashinski •Class I (term expires 2025): Charles S. Leykum, Michael C. Kearney and Krishna Shivram •Class II (term expires in 2026): Stuart N. Bodden and Sean Woolverton The Board of Directors has nominated the following individuals for election as Class III directors of the Company, to serve until the 2027 Annual Meeting, and until their successor is elected and qualified or until the earlier of death, resignation or removal: Brett T. Agee Carla Mashinski Each of the above individuals are currently serving as a director of the Company. Biographical information for each individual is contained in the “Directors and Executive Officers” section above. The Board of Directors has no reason to believe that any of its nominees will be unable or unwilling to serve if elected. If a nominee becomes unable or unwilling to accept nomination or election, either the number of the Company’s directors will be reduced or the persons acting under the proxy will vote for the election of a substitute nominee that the Board of Directors recommends.

  13. 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, 2023, 2022, and 2021.

  14. Summary Compensation Table

    | Name and Principal Position | Year | Salary (1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | All other Compensation(4) ($) | Total ($) | | Stuart N. Bodden | 2023 | 538,462 | 335,674 | 2,016,322 | 15,077 | 2,905,535 | | President, Chief Executive Officer and Director | 2022 | 500,000 | 480,000 | 771,986 | 1,280 | 1,753,266 | | | 2021 | 150,000 | 150,000 | 1,458,783 | 2,724 | 1,761,507 | | Melissa Cougle | 2023 | 400,000 | 240,927 | 720,127 | 13,290 | 1,374,344 | | Chief Financial Officer | 2022 | 204,615 | 216,892 | 457,934 | 35 | 879,476 | | J. Matthew Hooker | 2023 | 310,000 | 127,255 | 464,007 | 9,210 | 910,472 | | Senior Vice President of Well Services | 2022 | 310,000 | 148,800 | 383,442 | 700 | 842,942 | | | 2021 | 303,462 | 33,750 | 301,444 | 2,765 | 641,421 |

  15. 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. (3) Represents the aggregate grant-date fair value under accounting standards for recognition of share-based compensation expense for the respective year. The Company issued performance-based restricted stock units (referred to as “Performance Stock Units” or “PSUs”) and restricted stock awards (“Restricted Stock” or “RSAs”) during the respective fiscal year. The amounts reflected in this column represent the grant date fair value of the PSUs and RSAs granted to the NEOs pursuant to the Company’s 2017 Long-Term Incentive Plan (“LTIP”), computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 718. The value of the 2023 PSU awards on the grant date, assuming achievement of the maximum performance level of 200% would be: Mr. Bodden — $2,932,638; Ms. Cougle — $1,040,245; and Mr. Hooker — $649,017. For further discussion of the respective awards, please see Note 8—Equity-Equity Based Compensation of the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2023 and “—Outstanding Equity Awards at 2023 Fiscal Year-End” below. (4) The below table presents details regarding all other compensation that was provided to our NEOs during 2023.

  16. Summary Compensation Table

    | | Life Insurance Premiums | Company Contributions to 401(k) Plan | Company Contributions to HSA | Dividend Equivalents | Totals | | Bodden | $138 | $13,104 | $713 | $1,122 | $15,077 | | Cougle | $90 | $13,200 | — | — | $13,290 | | Hooker | $396 | $8,814 | — | — | $9,210 |

  17. 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, 2023, 2022 and 2021.

  18. Pay versus Performance Table

    | Year(1)(2) | Summary Compen-sation Table Total for PEO ($) (Stuart N. Bodden) | Compen-sation actually paid to PEO ($) (Stuart N. Bodden) | Summary Compen-sation Table Total for PEO ($) (Darron M. Anderson) | Compen-sation actually paid to PEO ($) (Darron M. Anderson) | Summary Compen-sation Table Total for PEO ($) (William Austin) | Compen-sation actually paid to PEO ($) (William Austin) | Average Summary Compen-sation Table for Non-PEO NEOs ($) | Average Compen-sation Actually Paid to Non-PEOs ($) | Value of Initial Fixed $100 Investment Based on Total Stockholder Return ($)(3) | Net Income ($) (in Millions) | | 2023 | 2,905,535 | 2,408,677 | — | — | — | — | 1,142,408 | 886,456 | 283.79 | 23.8 | | 2022 | 1,753,266 | 2,256,881 | — | — | — | — | 867,939 | 319,532 | 302.47 | 15.1 | | 2021 | 1,761,507 | 3,054,070 | 382,407 | 382,407 | 306,362 | 496,545 | 611,048 | 1,351,489 | 282.14 | 8.6 |

  19. Pay versus Performance Table

    (1) The PEO(s) for each year are as follows: 2023: Stuart N. Bodden 2022: Stuart N. Bodden 2021: Stuart N. Bodden, Darron M. Anderson and William Austin (2) The Non-PEO(s) for each year are as follows: 2023: Melissa K. Cougle, J. Matthew Hooker 2022: Melissa K. Cougle, J. MatthewHooker and J. Brandon Blossman 2021: J. Matthew Hooker and J. Brandon Blossman (3) 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 is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each 2023, 2022 and 2021, respectively. (4) Deductions from, and additions to, the total compensation of the PEOs and non-PEO NEOs as reflected in the 2023, 2022, and 2021 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.

  20. Pay versus Performance Table

    | | 2023 | | 2022 | | 2021 | | | | | | Stuart N. Bodden | Average Non-PEO NEOs | Stuart N. Bodden | Average Non-PEO NEOs | Stuart N. Bodden | Darron M. Anderson | William M. Austin | Average Non-PEO NEOs | | Total Compensation from Summary Compensation Table | $2,905,535 | $1,142,408 | $1,753,266 | $867,939 | $1,761,507 | $382,407 | $306,362 | $611,048 | | Adjustments for Equity Awards | | | | | | | | | | Deduction of Amount reported in the “Stock Awards” columns in the Summary Compensation Table | (2,016,322) | (592,067) | (771,986) | (444,699) | (1,458,783) | — | (76,459) | (265,981) | | Add Year-end fair value of outstanding and unvested awards granted in the covered year | 2,049,126 | 586,633 | 1,102,766 | 332,209 | 2,751,346 | — | 100,030 | 567,672 | | Add Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | (519,448) | (247,530) | 5,384 | (339) | — | — | 166,612 | 33,982 | | Add Year-over-year difference of year-end fair values for unvested awards granted in prior years | (10,214) | (2,988) | 167,451 | 15,641 | — | — | — | 404,768 | | Add Fair values at vest date for awards granted and vested in current year | — | — | — | 92,344 | — | — | — | — | | Add Forfeitures during current year equal to prior year-end fair value | — | — | — | (543,563) | — | — | — | — | | Total Adjustments for Equity Awards | (496,858) | (255,952) | 503,615 | (548,407) | 1,292,563 | — | 190,183 | 740,441 | | Compensation Actually Paid (as calculated) | $2,408,677 | $886,456 | $2,256,881 | $319,532 | $3,054,070 | $382,407 | $496,545 | $1,351,489 |

  21. 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, 2023, 2022, and 2021. 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, 2020.

  22. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table presents information regarding outstanding equity awards held by our NEOs as of December 31, 2023.

  23. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Stock Awards(1) | | | | | Name | Number of Shares or Units of Stock that have not Vested (#) (2) | Market Value of Shares or Units of Stock that have not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(4) | | Stuart N. Bodden | | | | | | Performance Stock Units | — | — | 243,502 | 2,491,025 | | Restricted Stock | 89,931 | 919,994 | — | — | | Melissa Cougle | | | | | | Performance Stock Units | — | — | 57,145 | 584,593 | | Restricted Stock | 31,182 | 318,992 | — | — | | J. Matthew Hooker | | | | | | Performance Stock Units | — | — | 53,796 | 550,333 | | Restricted Stock | 30,837 | 315,463 | — | — |

  24. Outstanding Equity Awards at 2023 Fiscal Year-End

    _______________________________________________ (1) The amounts in this table reflect all outstanding PSUs and RSAs held by our NEOs as of December 31, 2023 as described further under “—Additional Narrative Disclosures—Performance Stock Units” and “—Additional Narrative Disclosures—Restricted Stock.” (2) Represents time-vested Restricted Stock that generally vests in one-third increments beginning on the initial vesting date shown below:

  25. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Unvested Shares | Initial Vesting Date | | Bodden | 22,431 | 9/1/2022 | | | 17,041 | 3/13/2023 | | | 50,459 | 3/15/2024 | | Cougle | 12,833 | 3/13/2023 | | | 18,349 | 3/15/2024 | | Hooker | 5,346 | 3/14/2022 | | | 12,693 | 3/13/2023 | | | 12,798 | 3/15/2024 |

  26. Outstanding Equity Awards at 2023 Fiscal Year-End

    (3) Represents Performance Stock Units granted in calendar year 2021, 2022 and 2023, which are subject to a three-year performance period ending on March 15 2024, December 31, 2024, and December 31, 2025 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.” (4) The amounts reflected in these columns represent the market value of the PSUs and Restricted Stock, as applicable, held by the NEOs as of December 31, 2023, which was computed based on the closing price of our Class A Common Stock on December 31, 2023 (the last trading day of 2023), which was $10.23 per share.