Mickey McKee

About Mickey McKee

Robert (“Mickey”) McKee is President and Chief Executive Officer of Kodiak Gas Services (KGS), age 47, with a B.S. in Mechanical Engineering from Tulane University. He founded Kodiak in 2010, has served as President since formation, became CEO in 2019, and joined the Board in June 2023 in conjunction with the IPO . Compensation design ties a majority of equity to performance via PSUs with metrics spanning discretionary cash flow, consolidated net leverage, absolute TSR, and an ESG scorecard, indicating pay-for-performance alignment even as specific TSR/revenue/EBITDA growth results are not disclosed in the proxy; strategic execution under McKee includes closing the CSI Compressco LP acquisition in 2024 [55].

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Short-Term Incentive Plan (STIP)

Equity Awards (Grant-Date Fair Value)

PSU Performance Design

Detailed Vesting Schedules

Equity Ownership & Alignment

• Unvested equity outstanding at 12/31/2024: RSUs 50,000 (2023) + 63,669 (2024); PSUs 112,500 (2023) + 95,504 (2024); computed market/payout values shown above .
• Hedging is prohibited by Insider Trading Policy; any derivative or hedge transactions require Chief Legal Officer approval; no pledging by McKee is disclosed in the proxy .
• Note: Kodiak Holdings (EQT affiliate) has pledged its KGS shares as collateral under a term loan, which is a governance consideration but not an executive pledging issue; lenders have consent rights per Stockholders Agreement references .

Employment Terms

• Executive Severance Plan: McKee is Tier 1. Outside a Change-in-Control Protection Period, cash severance equals 3× base salary, plus pro-rated target bonus, plus health continuation payment equal to 3× annual cost; paid within 60 days post-termination, subject to release and restrictive covenants .
• During a Change-in-Control Protection Period (double-trigger), cash severance equals 3× (base salary + target bonus), plus pro-rated target bonus and health continuation payment (3×), subject to release and covenants .
• Equity treatment:
  • Class B Units: time-vesting becomes 100% vested upon a Change of Control of Frontier Holdings; certain tail and acceleration provisions apply upon termination without cause/good reason/death/disability, including nine-month performance-vesting eligibility .
  • RSUs: accelerate if not assumed in a Change in Control; also vest upon death, Disability, or a Qualifying Termination .
  • PSUs: pro-rated vesting at target upon death/Disability/Qualifying Termination outside CoC period; full vesting at greater of target or actual if Qualifying Termination during CoC Protection Period or if not assumed in CoC .
• Clawback: Board-adopted policy consistent with Exchange Act Rule 10D-1; recovers erroneously awarded incentive-based compensation for the prior three completed fiscal years after a restatement; no indemnification; includes stock-price/TSR awards via reasonable estimates .

Board Governance

• Roles and independence: McKee serves as a management director; he is not independent. The Board has an independent Chair (Randall J. Hogan III). Standing committees (Audit & Risk; Personnel & Compensation; Nominating, Governance & Sustainability) are fully independent; McKee is not a member of these committees .
• Attendance: In 2024 each director attended at least 75% of meetings; in 2023 at least 89%. Independent directors met in executive session at least four times in 2024 and nine times in 2023; the Chair presided over these sessions .
• Director compensation policy (non-employee directors): $80,000 annual retainer; $50,000 for non-executive chair; committee chair fees ($20,000 Audit, $15,000 Compensation, $15,000 Nominating); annual RSU grants ≈$150,000 vesting in ~1 year or prior to next annual meeting; employee directors (e.g., McKee) do not receive these director fees .
• Stockholders Agreement: While EQT affiliate Kodiak Holdings owns ≥35%, it designates two directors and has consent rights over major corporate actions (e.g., board size changes; charter/bylaw changes; change-of-control transactions; debt/equity issuance thresholds; dividend policy modifications; large asset sales). EQT designees currently are Alex N. Darden and Nirav Shah .

Investment Implications

• Pay-for-performance alignment: 60% of 2024 executive equity awards are PSUs tied to DCF, leverage, TSR, and ESG with multi-year performance periods; this aligns incentives with deleveraging, cash generation, and shareholder returns .
• Vesting-related supply: Significant RSU tranches vest on fixed dates (25,000 shares each on Jul 3, 2025 and Jul 3, 2026 from 2023 grant; 21,223 shares annually on Mar 8, 2025–2027 from 2024 grant), creating potential Form 4 activity and short-term selling pressure around vest dates if shares are sold to cover taxes .
• Retention risk contained: Tier 1 severance with 3× multiples and double-trigger protection in CoC periods, plus continued vesting provisions on change-in-control for certain awards, reduce near-term departure risk for McKee .
• Governance considerations: McKee’s dual role as CEO/director is mitigated by an independent Chair and independent committees; however, EQT-related consent rights and pledged shares at the controlling holder introduce additional governance constraints that investors should monitor for capital allocation flexibility and potential overhangs .
• Risk controls: A robust clawback policy (10D-1 compliant) and prohibition on hedging are shareholder-friendly; no executive pledging by McKee is disclosed, lowering misalignment risk from hedging/pledging practices .