Cory Roclawski
About Cory Roclawski
Executive Vice President and Chief Human Resources Officer at Kodiak Gas Services (KGS). Age 45 as of March 17, 2025; tenure as EVP CHRO since January 2023 and CHRO of Kodiak since February 2020. Over 20 years of HR leadership experience across midstream, upstream, and oilfield services; prior roles include VP of HR at Rubicon Oilfield International and Senior HR Manager at Exterran. Education: MBA from Baldwin Wallace University; BS in Business Administration from Miami University (Labor Relations & HRM) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Rubicon Oilfield International, LLC | Vice President of Human Resources | May 2016–Feb 2020 | HR leadership in oilfield products; supported growth and organizational scaling |
| Exterran Corporation | Senior Human Resource Manager | Oct 2012–May 2016 | HR leadership in production/processing/treatment solutions; midstream exposure |
External Roles
No public company board positions or external directorships disclosed for Roclawski in KGS proxy filings .
Fixed Compensation
Base salary, target bonus, and actual bonus for Roclawski are not disclosed; KGS’ executive compensation tables cover only the CEO, CFO, and COO as Named Executive Officers for 2023–2024 .
Performance Compensation
KGS uses RSUs and PSUs for executives under its Omnibus Equity Plan. PSU metrics and performance periods (as disclosed for executive awards):
| Metric | Performance period | Weighting | Target | Actual | Payout | Vesting conditions |
|---|---|---|---|---|---|---|
| Discretionary Cash Flow | Jun 28, 2023–Dec 31, 2025 | Not disclosed | Target-level assumption used for disclosure | Unvested as of 12/31/2024 | Not disclosed | PSUs vest based on metric achievement and employment through certification |
| Consolidated Net Leverage Ratio | Jun 28, 2023–Dec 31, 2025 | Not disclosed | Target-level assumption used for disclosure | Unvested as of 12/31/2024 | Not disclosed | As above |
| Absolute Total Shareholder Return | Jun 28, 2023–Dec 31, 2025 | Not disclosed | Target-level assumption used for disclosure | Unvested as of 12/31/2024 | Not disclosed | As above |
| ESG Scorecard | Jun 28, 2023–Dec 31, 2025 | Not disclosed | Target-level assumption used for disclosure | Unvested as of 12/31/2024 | Not disclosed | As above |
| Discretionary Cash Flow | Jan 1, 2024–Dec 31, 2026 | Not disclosed | Target-level assumption used for disclosure | Unvested as of 12/31/2024 | Not disclosed | As above |
| Consolidated Net Leverage Ratio | Jan 1, 2024–Dec 31, 2026 | Not disclosed | Target-level assumption used for disclosure | Unvested as of 12/31/2024 | Not disclosed | As above |
| Absolute Total Shareholder Return | Jan 1, 2024–Dec 31, 2026 | Not disclosed | Target-level assumption used for disclosure | Unvested as of 12/31/2024 | Not disclosed | As above |
| ESG Scorecard | Jan 1, 2024–Dec 31, 2026 | Not disclosed | Target-level assumption used for disclosure | Unvested as of 12/31/2024 | Not disclosed | As above |
Representative RSU schedules applicable to executives (from company disclosures):
| Award type | Grant date | Vesting schedule |
|---|---|---|
| RSU | Jul 3, 2023 | One-half vests on Jul 3, 2025; remaining half on Jul 3, 2026 (continued employment required) |
| RSU (in lieu of Cash LTIP) | Dec 8, 2023 | One-half vested Jan 5, 2025; remaining half vesting Jan 5, 2026 (continued employment required) |
| RSU | Mar 8, 2024 | One-third vests on Mar 8, 2025; Mar 8, 2026; Mar 8, 2027 (continued employment required) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial beneficial ownership | Form 3 filed June 28, 2023 reported “No securities are beneficially owned” . |
| 10b5-1 plan adoption | Adopted Sept 16, 2025; expiration Aug 20, 2027; aggregate up to 59,621 shares to be sold subject to future vesting outcomes and tax withholding. Plan covers settlement of RSUs/PSUs and withholdings; exact sold amount not determinable at adoption . |
| Hedging policy | Company prohibits hedging transactions (pre-paid forwards, swaps, collars, options, etc.) without approval; applies to officers and employees . |
| Pledging | No pledging by Roclawski disclosed. Note: controlling shareholder (Kodiak Holdings) pledged its shares under its term loan, which is a separate governance consideration and not an executive-level pledging practice . |
| Ownership guidelines | No executive stock ownership guidelines disclosed in proxy sections reviewed . |
Employment Terms
| Provision | Detail |
|---|---|
| Executive Severance Plan | Lump-sum severance outside Change-in-Control Protection Period: Base Salary × Applicable Multiple (3x Tier 1; 2x Tier 2; 1x Tier 3), pro-rated Target Annual Bonus, and health continuation payment × Applicable Multiple. During Change-in-Control Protection Period: (Base Salary + Target Annual Bonus) × Applicable Multiple, plus pro-rated bonus and health continuation payment. Tier designations disclosed for CEO (Tier 1) and CFO/COO (Tier 2); Roclawski’s tier not disclosed . |
| Restrictive covenants | Participation agreement binds executives to confidentiality, non-compete, non-solicit, IP ownership, non-disparagement, and post-termination cooperation (Sections 7 and 8 of plan); supersedes prior severance arrangements . |
| Clawback | Company clawback policy adopted June 2023 consistent with SEC Rule 10D-1/NYSE standards; recovers erroneously awarded compensation post-restatement . |
| RSU acceleration | RSUs immediately vest upon death/disability or Qualifying Termination (under Severance Plan); upon Change in Control, unvested RSUs vest if not assumed by the acquirer. Dividend equivalents paid on un-settled RSUs when regular cash dividends are declared . |
Investment Implications
- Alignment: Executive equity is heavily in RSUs/PSUs with three-year performance periods tied to DCF, leverage, absolute TSR, and ESG, providing linkage to shareholder outcomes and balance sheet discipline .
- Selling pressure: A 10b5-1 plan allows sales through Aug 2027 up to an aggregate 59,621 shares contingent on future vesting and tax withholdings; expect periodic net share dispositions around vesting dates, but magnitude is programmatic and not necessarily indicative of discretionary selling .
- Retention: Severance protections and RSU acceleration on qualifying events reduce involuntary departure risk; restrictive covenants (non-compete/non-solicit) enhance retention and protect human capital investments .
- Data gaps: Pay-for-performance analysis on Roclawski is constrained by non-disclosure of her salary/bonus/award values and ownership levels (she is not a Named Executive Officer in disclosed periods) .