DEF 14A of Ranger Energy Services, Inc.
Filed Mar 28, 2025 · FY20240001699039-25-000031
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| Name | Age | Title | Audit | Compensation | Nominating and Governance | | Michael C. Kearney | 76 | Chairman of the Board Class I Director | | | Chair | | Krishna Shivram | 62 | Class I Director | Member | Chair | |
PROPOSAL ONE—ELECTION OF DIRECTORS
PROPOSAL ONE—ELECTION OF DIRECTORS The Board of Directors currently consists of six 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 I (if reelected, term expires 2028): Michael C. Kearney and Krishna Shivram •Class II (term expires in 2026): Stuart N. Bodden and Sean Woolverton •Class III (term will expire in 2027): Brett T. Agee and Carla Mashinski The Board of Directors has nominated the following individuals for election as Class I directors of the Company, to serve until the 2028 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 six 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 six 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 2028 Annual Meeting of Stockholders
Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders
Nominees for Election to a Three-Year Term Expiring at 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 currently serves as a non-executive director of Expro Group Holdings N.V.’s (XPRO) a position he has held with Expro and predecessor company Frank’s International N.V. since 2013. 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 76 | | | Committees: Nominating and Governance (Chair) | | | Director Since 2018 | | | Other Public Company Boards: Expro Group Holdings, N.V. | | | | 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. |
Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders
| Krishna Shivram | Krishna 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., a leader in automatic transmission systems for large commercial vehicles and for military uses. 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 62 | | | 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. |
Directors Continuing in Office until the 2026 Annual Meeting of Stockholders
Directors Continuing in Office until the 2026 Annual Meeting of Stockholders
Directors Continuing in Office until the 2026 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 BioSqueeze Inc. and Bridger Photonics. | | President, CEO and Director | | | Age 55 | | | 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. |
Directors Continuing in Office until the 2026 Annual Meeting of Stockholders
| Sean Woolverton | Sean 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 55 | | | Committees: Audit Compensation | | | Director Since 2024 | Education: Mr. Woolverton received his Bachelor of Science degree in Petroleum Engineering from Montana Tech. | | Other Public Company Boards: None | 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
| Brett T. Agee | Brett T. Agee served as the Chief Executive Officer of Ranger Energy Services, LLC (“Ranger Services”) from 2016 to 2017 and has, since 2011, served as President and Chief Executive Officer of Bayou Wells Holdings Company, LLC. 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. | | Independent Director | | | Age 51 | | | Committees: | | | Compensation Nominating and Governance | Education: Mr. Agee holds a Bachelor of Science in Geography from Texas A&M University’s College of Geosciences. | | Director Since 2017 | Skills/Qualifications: 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. | | Other Public Company Boards: None | |
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
| Carla Mashinski | Carla Mashinski served as Chief Financial Officer of Cameron LNG, a natural gas liquefaction terminal near the Gulf of Mexico since July 2015; effective February 2017, her title was expanded to Chief Financial and Administrative Officer until her retirement in May 2022. From 2014 to July 2015, she served as Chief Financial Officer and Vice President of Finance and Information Management for the North America Operation of SASOL, an international integrated energy company. 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). She previously served on the boards of Unit Corporation (UNT) and CARBO Ceramics. 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 62 | | | 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 and Certified Project Management Professional 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. | | | 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. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
2024 Director Pay Components
2024 Director Pay Components Our current director compensation structure is described in the table below. All members of our Board of Directors are also reimbursed for certain reasonable expenses in connection with their services to us.
2024 Director Pay Components
| 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 Unit(1) | — | $100,000 |
2024 Director Pay Components
(1) The directors may elect within 30 days of the grant date to have their vested Restricted Stock Units (“RSUs”) settled in (1) 100% stock or (2) 70% stock and 30% cash (in which case the cash portion of the award is referred to as a “Restricted Cash Unit” or “RCU”).
2024 Director Compensation
2024 Director Compensation
2024 Director Compensation
| Name | Fees Earned or Paid in Cash (1) ($) | Chairman of the Board | Committee Chair | Committee Member | Stock Awards (2) ($) | Total ($) | | Krishna Shivram | 75,000 | | 10,000 | 5,000 | 100,000 | 190,000 | | Michael C. Kearney | 75,000 | 30,000 | 10,000 | | 100,000 | 215,000 | | Brett T. Agee | 75,000 | | | 10,000 | 100,000 | 185,000 | | Charles S. Leykum(3) | 62,772 | | | | 100,000 | 162,772 | | Carla Mashinski(4) | 75,000 | | 15,000 | 5,000 | 156,200 | 251,200 | | Sean Woolverton(4) | 75,000 | | | 10,000 | 156,200 | 241,200 |
2024 Director Compensation
(1) Represents the director cash retainer payments made during 2024. (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 2024, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 718. OIn July 25, 2024, each of Messrs. Shivram, Kearney, Agee, and Leykum were granted 8,945 RSUs, and Ms. Mashinski and Mr. Woolverton were granted 13,971 RSUs; these RSUs had a fair value of $11.18 per share, which amount is based on the closing price of one share of our Class A Common Stock on the date prior to the Compensation Committee’s approval of the grant. For further discussion of the respective awards, please see “Note 10—Equity-Equity Based Compensation,” of the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2024. The following table shows the aggregate number of stock awards outstanding for each director as of December 31, 2024.
2024 Director Compensation
| Name | Restricted Stock Units Outstanding as of December 31, 2024 | Restricted Cash Units Outstanding as of December 31, 2024 | Total Awards Outstanding as of December 31, 2024 | | Krishna Shivram | 8,945 | — | 8,945 | | Michael C. Kearney | 6,262 | 2,683 | 8,945 | | Brett T. Agee | 6,262 | 2,683 | 8,945 | | Charles S. Leykum(a) | — | — | — | | Carla Mashinski | 9,780 | 4,191 | 13,971 | | Sean Woolverton | 9,780 | 4,191 | 13,971 |
2024 Director Compensation
(a) See footnote (3), Mr. Leykum’s RSUs vested on an accelerated basis upon retirement from the Board of Directors. (3) Mr. Leykum retired from the Board of Directors effective November 1, 2024. (4) Ms. Mashinski and Mr. Woolverton joined the Board of Directors on January 1, 2024 and therefore received additional prorated awards of RSUs, as described in footnote (2) above, to cover the period from January to June.
Summary Compensation Table
Summary Compensation Table The following table summarizes, with respect to our NEOs, information relating to compensation earned for services rendered in all capacities during the fiscal years ended December 31, 2024, 2023, and 2022.
Summary Compensation Table
| Name and Principal Position | Year | Salary (1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | All other Compensation(4) ($) | Total ($) | | Stuart N. Bodden | 2024 | 564,808 | 354,962 | 2,006,053 | 23,678 | 2,949,501 | | President, Chief Executive Officer and Director | 2023 | 538,462 | 335,674 | 2,016,322 | 15,077 | 2,905,535 | | | 2022 | 500,000 | 480,000 | 771,986 | 1,280 | 1,753,266 | | Melissa Cougle | 2024 | 412,000 | 281,634 | 706,899 | 12,320 | 1,412,853 | | Executive Vice President and Chief Financial Officer | 2023 | 400,000 | 240,927 | 720,127 | 13,290 | 1,374,344 | | | 2022 | 204,615 | 216,892 | 457,934 | 35 | 879,476 | | J. Matthew Hooker | 2024 | 318,885 | 145,721 | 458,412 | 16,590 | 939,608 | | Executive Vice President, Well Services | 2023 | 310,000 | 127,255 | 464,007 | 9,210 | 910,472 | | | 2022 | 310,000 | 148,800 | 383,442 | 700 | 842,942 |
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”) during the respective fiscal year. The amounts reflected in this column represent the grant date fair value of the PSUs and Restricted Stock granted to the NEOs pursuant to the LTIP, computed in accordance with FASB ASC Topic 718. The value of the 2024 PSU awards on the grant date, assuming achievement of the maximum performance level of 200% would be: Mr. Bodden — $2,812,115; Ms. Cougle — $973,802; and Mr. Hooker — $610,831. For further discussion of the respective awards, please see Note 10—Equity-Equity Based Compensation of the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2024 and “—Outstanding Equity Awards at 2024 Fiscal Year-End” below. (4) The below table presents details regarding all other compensation that was provided to our NEOs during 2024.
Summary Compensation Table
| | Life Insurance Premiums | Company Contributions to 401(k) Plan | Company Contributions to HSA | Dividend Equivalents | Totals | | Bodden | $258 | $14,025 | $1,108 | $8,287 | $23,678 | | Cougle | $90 | $10,350 | — | $1,880 | $12,320 | | Hooker | $396 | $13,800 | — | $2,394 | $16,590 |
Pay versus Performance Table
Pay versus Performance Table The following table summarizes, with respect to our NEOs, information relating to compensation paid to our NEOs in comparison to certain Company performance metrics during the fiscal years ended December 31, 2024, 2023 and 2022.
Pay versus Performance Table
| Year(1)(2) | Summary Compensation Table Total for PEO ($) (Stuart N. Bodden) | Compensation actually paid to PEO ($) (Stuart N. Bodden) | Average Summary Compensation Table for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEOs ($) | Value of Initial Fixed $100 Investment Based on Total Stockholder Return ($)(3) | Net Income ($) (in Millions) | | 2024 | 2,949,501 | 5,869,951 | 1,176,231 | 2,030,052 | 153.65 | 18.4 | | 2023 | 2,905,535 | 2,408,677 | 1,142,408 | 886,456 | 100.58 | 23.8 | | 2022 | 1,753,266 | 2,256,881 | 867,939 | 319,532 | 107.21 | 15.1 |
Pay versus Performance Table
(1) The PEO(s) for each year are as follows: 2024: Stuart N. Bodden 2023: Stuart N. Bodden 2022: Stuart N. Bodden (2) The Non-PEO(s) for each year are as follows: 2024: Melissa K. Cougle, J. Matthew Hooker 2023: Melissa K. Cougle, J. Matthew Hooker 2022: Melissa K. Cougle, J. Matthew Hooker and J. Brandon Blossman (3) The Company calculates Total Shareholder Return (“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, 2021 and ending on December 31 of each 2024, 2023 and 2022, respectively. (4) Deductions from, and additions to, the total compensation of the PEOs and non-PEO NEOs as reflected in the 2024, 2023, and 2022 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.
Pay versus Performance Table
| | 2024 | | 2023 | | 2022 | | | | 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 | $2,949,501 | $1,176,231 | $2,905,535 | $1,142,408 | $1,753,266 | $867,939 | | Adjustments for Equity Awards | | | | | | | | Deduction of Amount reported in the “Stock Awards” columns in the Summary Compensation Table | (2,006,053) | (582,656) | (2,016,322) | (592,067) | (771,986) | (444,699) | | Add Year-end fair value of outstanding and unvested awards granted in the covered year | 3,469,635 | 1,014,032 | 2,049,126 | 586,633 | 1,102,766 | 332,209 | | Add Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | 358,713 | 41,050 | (519,448) | (247,530) | 5,384 | (339) | | Add Year-over-year difference of year-end fair values for unvested awards granted in prior years | 1,098,155 | 381,395 | (10,214) | (2,988) | 167,451 | 15,641 | | 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 | 2,920,450 | 853,821 | (496,858) | (255,952) | 503,615 | (548,407) | | Compensation Actually Paid (as calculated) | $5,869,951 | $2,030,052 | $2,408,677 | $886,456 | $2,256,881 | $319,532 |
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, 2024, 2023, and 2022. TSR amounts reported in the graph below assume an initial fixed investment of $100, including reinvestment of dividends, if such amount were invested on December 31, 2021.
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table presents information regarding outstanding equity awards held by our NEOs as of December 31, 2024.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Stock Awards(1) | | | | | Name | Number of Shares or Units of Stock that have not Vested (#) (2) | Market Value of Shares or Units of Stock that have not Vested ($)(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 | — | — | 220,720 | 3,416,746 | | Restricted Stock | 100,411 | 1,554,362 | — | — | | Melissa Cougle | | | | | | Performance Stock Units | — | — | 80,616 | 1,247,936 | | Restricted Stock | 40,009 | 619,339 | — | — | | J. Matthew Hooker | | | | | | Performance Stock Units | — | — | 49,904 | 772,514 | | Restricted Stock | 29,732 | 460,251 | — | — |
Outstanding Equity Awards at 2024 Fiscal Year-End
_______________________________________________ (1) The amounts in this table reflect all outstanding PSUs and Restricted Stock held by our NEOs as of December 31, 2024 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 annually in one-third increments beginning on the initial vesting date shown below:
Outstanding Equity Awards at 2024 Fiscal Year-End
| Name | Unvested Shares | Initial Vesting Date | | Bodden | 8,520 | 3/13/2023 | | | 33,639 | 3/15/2024 | | | 58,252 | 3/14/2025 | | Cougle | 6,417 | 3/13/2023 | | | 12,233 | 3/15/2024 | | | 21,359 | 3/14/2025 | | Hooker | 6,346 | 3/13/2023 | | | 8,532 | 3/15/2024 | | | 14,854 | 3/14/2025 |
Outstanding Equity Awards at 2024 Fiscal Year-End
(3) Represents Performance Stock Units granted in calendar year 2022, 2023 and 2024, which are subject to a three-year performance period ending on December 31, 2024, December 31, 2025, and December 31, 2026 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, 2024, which was computed based on the closing price of our Class A Common Stock on December 31, 2024 (the last trading day of 2024), which was $15.48 per share.
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, loss on debt retirement, gain or loss on disposal of property and equipment, acquisition related costs, severance and reorganization costs, significant and unusual legal fees and settlements, impairment of fixed assets, 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.
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 | 2.9 | 26.4 | (25.6) | 72.7 | | Equity based compensation | — | — | — | 5.8 | 5.8 | | Gain on disposal of property and equipment | — | — | — | (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 |
Adjusted EBITDA
| | High Specification Rigs | Wireline Services | Processing Solutions and Ancillary Services | Other | Total | | | Year Ended December 31, 2023 | | | | | | Net income (loss) | $44.8 | $7.1 | $15.5 | $(42.8) | $23.8 | | Interest expense, net | — | — | — | 3.5 | 3.5 | | Tax expense | — | — | — | 7.2 | 7.2 | | Depreciation and amortization | 20.1 | 11.3 | 6.9 | 1.6 | 39.9 | | EBITDA | 64.1 | 18.4 | 22.4 | (30.5) | 74.4 | | Equity based compensation | — | — | — | 4.8 | 4.8 | | Loss on retirement of debt | — | — | — | 2.4 | 2.4 | | Gain on disposal of property and equipment | — | — | — | (1.8) | (1.8) | | Severance and reorganization costs | — | 1.7 | — | 0.4 | 2.1 | | Acquisition related costs | — | — | — | 2.1 | 2.1 | | Impairment of fixed assets | — | — | — | 0.4 | 0.4 | | Adjusted EBITDA | $64.1 | $20.1 | $22.4 | $(22.2) | $84.4 |