Christopher J. Baker
KLX Energy Services HoldingsAbout Christopher J. Baker
Christopher J. Baker (age 52) is President, CEO, and a Class I director of KLX Energy Services, serving as CEO since the QES merger in July 2020 and as a KLXE director since November 2022; he holds a B.S. in Mechanical Engineering from LSU and an MBA from Rice University . 2024 performance under his tenure: revenue $709.3 million, adjusted EBITDA $89.6 million, and net loss of $53.0 million; cash from operations was $54.2 million . Company TSR deteriorated over 2022–2024, with an initial $100 investment ending at $458.39 (2022), $263.23 (2023), and $60.65 (2024), reflecting a sharp share price decline during 2024 despite 2024 cash generation and positive adjusted EBITDA .
Performance Snapshot
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial $100 investment (TSR) | $458.39 | $263.23 | $60.65 |
| Net income (loss) ($mm) | $(3.1) | $19.2 | $(53.0) |
| Revenue ($mm) | — | — | $709.3 |
| Adjusted EBITDA ($mm) | — | $137.6 | $89.6 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KLX Energy Services | President & CEO | 2020–present | Led integration post-QES merger; drove cash generation in 2024 . |
| KLX Energy Services (subsidiaries) | President/Treasurer/Director roles (various entities) | 2020–present | Oversight across operating entities, directional drilling, trucking . |
| NorAm Drilling AS | Director | 2022–present | External board perspective in oilfield services drilling . |
| Quintana Energy Services (QES) | CEO; earlier EVP & COO | 2019–2020; 2017–2019 | Led QES through merger into KLXE; prior operational leadership . |
| Quintana private equity funds | Managing Director – Oilfield Services | 2008– | Sourced/executed OFS investments; portfolio oversight . |
| Citigroup Global Markets | Associate, Corporate & Investment Bank | Prior | Structured non-investment grade energy financings . |
| Theta II Enterprises | VP of Operations | Prior | Managed subsea and inland marine pipeline projects . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NorAm Drilling AS | Director | 2022–present | Current public-company directorship . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | All Other Compensation ($) | Notes |
|---|---|---|---|---|
| 2024 | 638,820 | 100% of base salary | 39,743 | Perquisites include 401(k) $10,350, auto-related $5,342, health reimbursements $24,051 . |
| 2023 | 635,310 | 100% of base salary | 32,562 | Perquisites include 401(k) $9,900, auto-related $7,051, health reimbursements $15,611 . |
Performance Compensation
| Component | Metric(s) | Weighting | Target | Actual | Payout/Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (Incentive Compensation Program) – 2024 | Financial, safety, discretionary | Not disclosed | Target = 100% of base | Not disclosed | $744,864 paid in 1Q25 |
| Annual Cash Bonus – 2023 | Financial, safety, discretionary | Not disclosed | Target = 100% of base | Not disclosed | $629,131 |
| Equity – Restricted Stock (time-based) 2/1/2024 | Time-based; retention | — | — | 144,033 shares granted | Vests in three equal installments: 2/1/2025, 2/1/2026, 2/1/2027; grant date FV $1,405,762 . |
| Equity – Legacy Restricted Stock (pre-2024) | Time-based | — | — | 61,643 shares at 12/31/24 | Vested in full on 2/1/2025 . |
| Equity – RSUs (time-based) 2/9/2023 | Time-based; retention | — | — | 84,574 RSUs granted in 2023 | Vests in three equal installments: 2/9/2024, 2/9/2025, 2/9/2026 . |
Company states it does not currently grant stock options; no option grants or repricings in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 350,348 shares (2.01% of 17,400,155 shares outstanding as of 3/19/2025) . |
| Components of ownership | Includes 288,057 shares issued pursuant to restricted stock awards; no dispositive power until settled . |
| Unvested awards (12/31/2024) | 56,382 RSUs; 205,676 restricted shares; valued at $4.98 per share for FY-end reporting . |
| Options | None disclosed; company not granting options currently . |
| Hedging/pledging | Directors and NEOs prohibited from hedging and generally from pledging or margining KLXE shares; pre-clearance required for any exception . |
| Insider trading policy | Policy in place and filed as Exhibit 19.1 to latest 10-K; preclearance and blackout compliance . |
Employment Terms
| Provision | Terms |
|---|---|
| Agreement date/term | Employment agreement dated May 3, 2020 (effective at QES Merger), initial 3-year term with automatic one-year renewals . |
| Target bonus | 100% of base salary . |
| Severance (without cause/for good reason/disability) | Pro-rata target bonus for YTD; 2x base salary; 2x target bonus; 18 months COBRA reimbursement . |
| Change in control (within 12 months; double-trigger) | Pro-rata target bonus; 2.5x base salary; 2.5x target bonus; 18 months COBRA reimbursement . |
| Restrictive covenants | Non-compete and non-solicit during employment and 1 year post-termination . |
| Tax gross-up | None; 280G cutback to optimize net after-tax if excise tax applies . |
| Clawback | 2023 Incentive-Based Compensation Recoupment Policy compliant with SEC/Nasdaq; 3-year lookback on restatement . |
Board Governance
- Role and independence: Baker is a non-independent Class I director (since 2022); board leadership is separated, with an independent non-executive Chair (Corbin J. Robertson, Jr.) since November 2024 .
- Committees: Audit (Whates chair), Compensation (Hunter chair), and Nominating (Eliassen chair) are composed solely of independent directors; Baker is not on any board committee .
- Board activity: 14 board meetings in 2024; all directors attended at least 75% of board and committee meetings .
- Anti-pledging/hedging and insider trading policies apply to directors .
- Director compensation: CEO does not receive director fees; director comp table excludes Baker .
Say‑on‑Pay and Shareholder Votes (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| Declassify Board | 6,669,963 | 1,184,671 | 25,830 | 5,388,574 | Failed (66 2/3% of outstanding required) . |
| Elect Class I Directors – C.J. Baker | 6,474,786 | 1,405,674 | — | 5,388,574 | Elected. |
| Say‑on‑Pay (NEO comp) | 3,334,428 | 4,090,189 | 455,847 | 5,388,574 | Failed. |
| Eliminate supermajority (Bylaws) | 6,481,468 | 1,373,891 | 25,105 | 5,388,574 | Failed (66 2/3% required). |
| Eliminate supermajority (Charter) | 6,483,137 | 1,372,236 | 25,091 | 5,388,574 | Failed (66 2/3% required). |
| Ratify Auditor | 12,922,657 | 315,198 | 31,183 | 0 | Passed. |
Track Record, Value Creation, and Execution Risk
- 2024 operating results: Revenue $709.3 million; adjusted EBITDA $89.6 million; CFOA $54.2 million; but GAAP net loss of $53.0 million, indicating margin/earnings pressure despite cash generation .
- Pay vs performance: Compensation “actually paid” to CEO has moved with TSR over 2022–2024, given equity-heavy mix; TSR declined significantly in 2024 .
- Capital actions: Company closed a new $232 million credit facility in March 2025, improving liquidity and refinancing profile (press release title and date) .
- Governance response: Board sought to declassify and remove supermajority thresholds; stockholders did not approve, and Say-on-Pay failed, elevating compensation/governance scrutiny .
Compensation Structure Analysis
- Mix shift and design: CEO pay is equity‑heavy with time-based restricted stock and RSUs; no stock options currently granted (lower risk/leverage than options) .
- Metrics and rigor: Annual bonus based on financial, safety and discretionary metrics; specific weightings/targets not disclosed, limiting external assessment of rigor .
- Alignment and safeguards: Clawback adopted in 2023; anti-hedging/pledging in place; no excise tax gross‑ups; double‑trigger CIC severance .
- Shareholder signal: 2025 Say‑on‑Pay failed, indicating investor concern around pay-for-performance and/or disclosure sufficiency .
Vesting Schedules and Potential Selling Pressure
| Grant | Shares | Vesting Dates | Implication |
|---|---|---|---|
| RSUs (2/9/2023) | 84,574 | 2/9/2024, 2/9/2025, 2/9/2026 | Seasonal vesting around February 9 may create windowed liquidity events. |
| Restricted Stock (2/1/2024) | 144,033 | 2/1/2025, 2/1/2026, 2/1/2027 | February 1 vesting cadence for three years. |
| Legacy Restricted Stock | 61,643 | 2/1/2025 (full) | One‑time 2025 vest completion. |
Insider sale pressure is partially mitigated by anti‑hedging/pledging and blackout policies; pledging generally prohibited for NEOs .
Board Service History and Dual-Role Implications
- Board service: Class I director since 2022; up for election in 2025 and elected; not on Audit, Compensation, or Nominating committees (all‑independent) .
- Leadership structure: Independent non‑executive Chair; six of seven directors are independent, providing oversight balance over CEO dual role .
- Attendance: Board met 14 times in 2024; all directors met at least 75% attendance, supporting active oversight .
Employment & Contracts
| Item | Details |
|---|---|
| Start in current role | CEO since July 2020 QES merger; KLXE director since November 2022 . |
| Auto‑renewal | Agreement auto‑renews annually after initial 3-year term . |
| Non‑compete/solicit | During employment and 1 year post‑termination . |
| Post‑termination benefits | As detailed above; no tax gross‑up; COBRA reimbursements for 18 months . |
Say‑on‑Pay & Shareholder Feedback
- 2025 Say‑on‑Pay failed (For 3.33mm / Against 4.09mm), indicating investor dissatisfaction and raising urgency to better align metrics, disclosure, and outcomes with TSR and profitability trends .
- Governance amendments (declassification, supermajority removal) received majority of votes cast but failed due to high outstanding‑share thresholds and broker non‑votes, signaling mixed stockholder engagement and potential activism sensitivity .
Investment Implications
- Alignment: High equity mix, clawback, and anti‑hedging/pledging align CEO with shareholders; absence of options limits upside leverage but reduces risk‑taking incentives .
- Retention risk: Meaningful scheduled vesting across Feb 2025–2027 supports retention; severance and CIC protections (2x–2.5x base and target bonus) further reduce near‑term attrition risk .
- Trading signals: Recurrent early‑February vestings (Feb 1 and Feb 9) are watchpoints for incremental insider liquidity; policies reduce but don’t eliminate event‑driven selling risk .
- Governance overhang: Failed Say‑on‑Pay and inability to pass declassification/supermajority changes point to scrutiny on compensation rigor and governance; expect potential program/design adjustments in response .
- Execution: 2024 cash generation and positive adjusted EBITDA amid a net loss reflect operational progress but margin/cycle risk; TSR compression through 2024 underscores urgency to deliver earnings recovery and capital discipline .
Sources: KLXE 2025 DEF 14A (filed Mar 28, 2025) ; 8‑K Item 5.07 voting results (May 9, 2025) ; 2024 and 2023 DEF 14A excerpts for historical comp detail .