Kelly Battle
About Kelly Battle
Kelly M. Battle serves as Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary at Kodiak Gas Services, Inc. (KGS), a role she has held since December 2022. She is 54 years old (as of March 17, 2025) and previously spent over 18 years at Exterran Corporation as Vice President, General Counsel and Corporate Secretary; earlier, she practiced at Vinson & Elkins (2000–2004) and at Clements, O’Neill, Pierce, Nickens, Wilson & Fulkerson (1996–2000). She holds both a Juris Doctor and a Bachelor of Arts (Plan II) from the University of Texas at Austin . KGS ties long-term equity to operating and risk metrics (discretionary cash flow, consolidated net leverage, absolute TSR, and an ESG scorecard), underscoring pay-for-performance alignment across senior leadership .
Past Roles
| Organization | Role | Years | Strategic impact / Notes |
|---|---|---|---|
| Kodiak Gas Services, Inc. | EVP, Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary | Since Dec 2022 | Executive leadership over legal, compliance, and corporate secretary functions |
| Exterran Corporation | Vice President, General Counsel & Corporate Secretary | Over 18 years | Senior legal leadership at an oil and natural gas production/processing solutions provider |
| Vinson & Elkins | Attorney | 2000–2004 | Private practice (energy and corporate matters implied by firm/industry context) |
| Clements, O’Neill, Pierce, Nickens, Wilson & Fulkerson | Attorney | 1996–2000 | Litigation/transactional practice (as disclosed) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed in KGS filings for Ms. Battle . |
Fixed Compensation
| Element | Kelly Battle | Company/Program reference |
|---|---|---|
| Base salary | Not individually disclosed (KGS is an Emerging Growth Company and only discloses NEOs) . | — |
| Target annual bonus % | Not individually disclosed . | — |
| Perquisites | Not individually disclosed for Ms. Battle. NEOs receive a truck allowance program ($17,400 annually in 2024) . | Truck allowance program updated as of Apr 1, 2024 . |
| Retirement benefits | Not individually disclosed for Ms. Battle. Company 401(k) match: 100% of elective deferrals up to 6%, immediately vested . | 401(k) and insurance programs described at company level . |
Because KGS is an Emerging Growth Company, detailed compensation disclosure is provided only for the CEO and two other Named Executive Officers (NEOs), not for Ms. Battle .
Performance Compensation
| Plan element | Metric(s) and weighting | Performance period | Payout range | Vesting mechanics |
|---|---|---|---|---|
| PSUs (long‑term) | 30% Discretionary Cash Flow; 30% Consolidated Net Leverage Ratio; 30% Absolute TSR; 10% ESG scorecard . | 3‑year performance period (e.g., 2024 awards: Jan 1, 2024–Dec 31, 2026) . | 0%–190% of target shares earned based on outcomes . | Cliff vest at end of performance period; subject to continued service and certification of results . |
| RSUs (long‑term) | Time‑based (no metrics) | 3‑year service period | N/A | Vest ratably over 3 years; typical annual grants in Q1 following 10‑K . |
| Options | Company has not awarded stock options (or similar awards) . | — | — | — |
Acceleration on termination/CIC (equity):
- RSUs: If not assumed in a Change in Control (CIC), unvested RSUs accelerate; also accelerate upon death, Disability, or a Qualifying Termination under the Executive Severance Plan .
- PSUs: Outside CIC Protection Period and upon death/Disability/Qualifying Termination, a pro‑rated portion vests at target; during a CIC Protection Period or if not assumed in a CIC, PSUs vest at the greater of target or actual performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Individual beneficial ownership | Not individually disclosed for Ms. Battle (ownership table lists directors and NEOs; other executive officers are not individually enumerated) . |
| Directors and executive officers as a group | 239,479 shares beneficially owned as of March 17, 2025 (includes 13 persons; less than 1% of outstanding) . |
| Pledging/hedging | No pledging by individual officers disclosed; Kodiak Holdings (sponsor) pledged its KGS shares as collateral under its term loan (distinct from management ownership) . |
| Ownership guidelines | No executive stock ownership guidelines disclosed in the proxy . |
Employment Terms
| Topic | Key terms |
|---|---|
| Executive Severance Plan (general) | Applies to “Eligible Executives”; supersedes prior severance arrangements . |
| Qualifying Termination (outside CIC Protection Period) | Lump sum: Base Salary × Applicable Multiple; plus pro‑rated Target Annual Bonus; plus Health Continuation Payment (annual cost of coverage × Applicable Multiple) . |
| Qualifying Termination (during CIC Protection Period) | Lump sum: (Base Salary + Target Annual Bonus) × Applicable Multiple; plus pro‑rated Target Annual Bonus; plus Health Continuation Payment . |
| Applicable Multiples (plan-defined tiers) | Tier 1 = 3×; Tier 2 = 2×; Tier 3 = 1×. CEO is Tier 1; CFO and COO are Tier 2; Ms. Battle’s tier is not disclosed . |
| Equity (RSUs) on termination/CIC | RSUs accelerate if not assumed in a CIC; also upon death, Disability, or Qualifying Termination . |
| Equity (PSUs) on termination/CIC | Pro‑rated at target upon death/Disability/Qualifying Termination outside CIC Protection Period; during CIC Protection Period or if not assumed, vest at greater of target or actual . |
| Legacy Class B Units (pre‑IPO) | Time‑vesting Class B Units accelerate on certain sale/CIC events; continued vesting or tail provisions upon certain terminations; performance‑vesting units remain eligible for up to nine months post‑termination . |
Ms. Battle’s specific severance tier, individual employment agreement terms (non‑compete/non‑solicit), and cash compensation components are not disclosed; KGS’s EGC status limits named executive reporting to CEO/CFO/COO .
Investment Implications
- Pay-for-performance alignment is credible: equity is delivered through PSUs (60% of 2024 NEO equity grants) keyed to cash generation, leverage, absolute TSR, and ESG, complemented by time‑based RSUs; the company does not use stock options, reducing repricing risk .
- Retention versus CIC risk: generous equity acceleration (RSUs accelerate; PSUs vest at target or better in CIC context) and severance multiples under the plan could increase turnover incentives around corporate events; Ms. Battle’s specific tier is not disclosed, but plan structures are clear .
- Ownership alignment: Ms. Battle’s individual share ownership and any share pledging are not disclosed; overall officer/director ownership is small in aggregate, while the sponsor’s pledged stake (separate from management) introduces governance dynamics but not personal hedging by executives .
- Governance execution: As CLO, CCO, and Corporate Secretary, Battle is central to disclosure controls, capital markets documentation (numerous 8‑Ks signed), and transaction execution—areas that can materially affect risk management and deal timing .
Overall, the compensation architecture supports long‑term value creation levers (cash generation, balance sheet strength, TSR) while CIC protections create potential overhang in event‑driven scenarios. The absence of individual ownership disclosure for Ms. Battle limits precision on alignment and selling pressure, but the company’s equity design and lack of options are shareholder‑friendly signals .