Chad Lenamon
About Chad Lenamon
Chad Lenamon, 49, is Executive Vice President and Chief Operations Officer at Kodiak Gas Services (KGS). He has served as COO since October 2022 and EVP & COO since January 2023, with 25+ years in operations, engineering, fleet management, and supply chain in natural gas and oil compression, including President/COO roles at Pegasus Optimization Managers and CDM Resource Management . His incentive design ties a significant portion of pay to multi-year performance stock units (PSUs) measured on discretionary cash flow, consolidated net leverage, absolute total shareholder return (TSR), and an ESG scorecard (2023–2025 and 2024–2026 cycles), aligning compensation with cash generation, balance sheet strength, and shareholder outcomes . In 2024, his STIP target was 100% of salary, with actual cash incentive of $498,827 (comprised of $438,827 under STIP and $60,000 under the Cash LTIP), and his base salary increased to $470,000 effective February 4, 2024 (salary earned: $463,497) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kodiak Gas Services | EVP & Chief Operations Officer | Jan 2023 – Present | Senior operations leadership across the enterprise |
| Kodiak Gas Services | Chief Operating Officer | Oct 2022 – Jan 2023 | Oversight of operations prior to EVP title |
| Kodiak Gas LLC (Kodiak Services) | EVP, Special Projects & Supply Chain | Oct 2019 – Oct 2022 | Led supply chain and special projects functions |
| Pegasus Optimization Managers, LLC | President & Chief Operating Officer | Jul 2017 – Oct 2019 | Led operations; company acquired by Kodiak in Oct 2019 |
| CDM Resource Management, LLC | President & Chief Operating Officer | 2010 – 2015 | Ran operations at major compression services provider |
External Roles
- No public company directorships or external board roles disclosed for Lenamon in the latest proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 341,662 | 396,862 | 463,497 |
| Target STIP (% of salary) | — | 100% | 100% |
| Non-Equity Incentive ($) | 271,143 | 660,000 | 498,827 (includes $438,827 STIP; $60,000 Cash LTIP) |
| One-time Bonus ($) | 150,000 | — | — |
| All Other Compensation ($) | 39,900 | 48,973 | 94,513 |
| Annualized Base Salary (policy) | — | $400,000 for 2023 (later increase in 2023) | Increased to $470,000 effective Feb 4, 2024 |
- Perquisites include a $17,400 truck allowance (for each NEO), dividend equivalents, disability and life insurance, and 401(k) match .
Performance Compensation
Short-Term Incentive (STIP) – Structure and 2024 Outcome
| Metric category | Target | Weighting | 2024 Actual Payout | Vesting |
|---|---|---|---|---|
| Personal, Financial, Safety metrics (annual) | 100% of salary | Not disclosed | $438,827 cash | Cash, paid after FY |
- STIP formula based on individual earnings × target × payout factor; targets are set across personal, financial, and safety metrics for NEOs, including Lenamon .
Long-Term Cash Incentive (Cash LTIP)
| Feature | Details |
|---|---|
| Design | 4-year ratable cash payouts based on individual performance metrics; discontinued post-IPO (no new awards after 2023) . |
| 2024 Payment | $60,000 (legacy award payout) . |
| 2023 Conversion | Lenamon elected to convert his 2023 Cash LTIP into RSUs vesting January 5 of 2024/2025/2026 . |
Equity Incentives – RSUs and PSUs (Grant Values and Schedules)
| Year | Stock Awards Grant-Date Fair Value ($) | Notes |
|---|---|---|
| 2023 | 829,700 | PSUs at target; PSUs at max would be $960,000 . |
| 2024 | 1,089,541 | PSUs at max would be $1,140,000 . |
| Award Type | Grant Date | Unvested Units (12/31/24) | Market Value at $40.83 | Vesting Schedule |
|---|---|---|---|---|
| RSU (Omnibus Plan) | 07/03/2023 | 13,333 | $544,386 | 50% vests on 07/03/2025; 50% on 07/03/2026 |
| RSU (Cash LTIP conversion) | 12/08/2023 | 4,360 | $178,019 | 1/3 on 01/05/2024; 1/3 on 01/05/2025; 1/3 on 01/05/2026 |
| RSU (Annual) | 03/08/2024 | 15,918 | $649,932 | 1/3 on each of 03/08/2025, 03/08/2026, 03/08/2027 |
| PSU (2023 cycle) | 07/03/2023 (target) | 30,000 | $1,224,900 (target) | Based on DCF, net leverage, absolute TSR, ESG for 6/28/2023–12/31/2025; unvested as of 12/31/24 |
| PSU (2024 cycle) | 03/08/2024 (target) | 23,876 | $974,900 (target) | Based on DCF, net leverage, absolute TSR, ESG for 1/1/2024–12/31/2026; unvested as of 12/31/24 |
Legacy “Option-like” Class B Units (Profits Interests)
| Grant | Time-Vesting Portion | Performance Portion | Vesting Notes |
|---|---|---|---|
| 02/15/2021 | 152.7 units (time-vest tranche) | 458.2 units (perf-vest tranche) | 30.5 vested at grant; 30.5 vested on 10/24 of 2021–2024; performance units remain eligible to vest |
| 08/15/2022 | 62.5 units (time-vest tranche) | 187.5 units (perf-vest tranche) | 25.0 vested at grant; 12.5 vested on 10/24 of 2022–2024; performance units remain eligible to vest |
Despite no exercise price, these Class B Units are economically similar to options and are treated as “options” under Item 402 of Reg S‑K .
Equity Ownership & Alignment
| Holder | Direct | Right to Acquire (≤60 days) | Indirect | Total | % of Class |
|---|---|---|---|---|---|
| Chad Lenamon (as of 03/17/2025) | 14,322 | — | 1,100 | 15,422 | <1% |
- Anti-hedging: officers are prohibited from hedging or entering derivatives that offset decreases in KGS equity value, per the Insider Trading Policy (exceptions require CLO pre-approval) .
- Pledging: No executive pledging disclosed; note that the controlling shareholder (Kodiak Holdings) pledged its KGS shares under its term loan (distinct from officer holdings) .
- Ownership guidelines: No officer stock ownership guideline multiples are disclosed in the proxy .
Employment Terms
| Provision | Outside CIC Protection Period | During CIC Protection Period |
|---|---|---|
| Eligibility Tier | Tier 2 Executive (Lenamon) | Tier 2 Executive (Lenamon) |
| Cash Severance | Base Salary × 2 (Applicable Multiple) | (Base Salary + Target Annual Bonus) × 2 |
| Pro‑Rata Bonus | Pro‑rated Target Annual Bonus for year of termination | Pro‑rated Target Annual Bonus |
| Health Continuation Payment | Annual cost of health benefits × 2 | Annual cost of health benefits × 2 |
| Conditions | General release; compliance with restrictive covenants | Same |
- Clawback: Adopted June 2023, compliant with SEC Rule 10D‑1/NYSE; requires recovery of erroneously awarded compensation after restatements .
Investment Implications
- High at-risk mix and multi-year vesting: Significant unvested RSUs and PSUs with performance periods through year-end 2026–2027 provide retention hooks and align payouts to cash generation, leverage improvement, TSR, and ESG outcomes .
- Cash severance leverage: As a Tier 2 executive, Lenamon is entitled to 2× base (or 2× base+target bonus during a CIC protection period) plus benefits and pro‑rata bonus upon a qualifying termination, creating moderate retention value and predictable change‑in‑control economics .
- Alignment vs. current ownership: Beneficial ownership is <1% by count, but alignment is reinforced via sizable, unvested equity and performance-conditioned awards; anti-hedging policy reduces misalignment risk .
- Near-term vesting calendar: RSU vests on 03/08/2025, 07/03/2025, 01/05/2026, and 03/08/2026–2027 may create event-driven equity flows and retention milestones; PSU outcomes will depend on DCF, leverage, absolute TSR, and ESG scorecard certification in 2025–2026 .
Citations: **[1767042_0001767042-25-000016_a2025proxy.htm:18]** Executive bios/ages/tenure; **[1767042_0001767042-25-000016_a2025proxy.htm:21]** 2024 Summary Comp Table; **[1767042_0001767042-25-000016_a2025proxy.htm:22]** 2024 incentive breakdown/perquisites; **[1767042_0001767042-25-000016_a2025proxy.htm:23]** STIP target and 2024 salary policy; **[1767042_0001767042-25-000016_a2025proxy.htm:27]** Outstanding Equity Awards (counts/values at $40.83); **[1767042_0001767042-25-000016_a2025proxy.htm:28]** Equity vesting footnotes and PSU metrics/periods; **[1767042_0001767042-25-000016_a2025proxy.htm:16]** Anti-hedging & clawback policy; **[1767042_0001767042-25-000016_a2025proxy.htm:26]** Executive Severance Plan (Tier, multiples, conditions); **[1767042_0001767042-25-000016_a2025proxy.htm:32]** Pledging by Kodiak Holdings; **[1767042_0001767042-24-000020_a2023proxy.htm:19]**/**[1767042_0001767042-24-000020_a2023proxy.htm:21]** 2023/2022 compensation details and STIP target.