Max L. Bouthillette
Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary at 
KLX Energy Services Holdings
KLX Energy Services HoldingsExecutive
About Max L. Bouthillette
Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of KLX Energy Services since the QES Merger in July 2020; age 56. He holds a B.B.A. in Accounting from Texas A&M University and a J.D. from the University of Houston Law Center; prior roles span Archer Limited (EVP/GC; President Americas), BJ Services (Chief Compliance Officer/Deputy GC), Baker Hostetler (Partner), and Schlumberger (regional legal leadership). Company performance context: 2024 revenue $709.3 million with Adjusted EBITDA $89.6 million and net loss $(53.0) million; KLXE’s three-year TSR path fell sharply in 2024 after strong 2022–2023 gains, shaping incentive outcomes and pay-versus-performance optics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KLX Energy Services (post-QES Merger) | EVP, General Counsel, Chief Compliance Officer & Corporate Secretary | 2020–present | Led legal/compliance through post-merger integration and strategic transactions . |
| Quintana Energy Services (QES) | EVP, General Counsel, Chief Compliance Officer & Corporate Secretary | 2017–2020 | Built governance and compliance infrastructure; supported IPO and merger processes . |
| QES LP Board | Director | 2016–2017 | Board oversight prior to corporate formation; governance of LP structure . |
| Archer Limited | EVP & General Counsel; President, Americas | 2010–2017 (President since 2016) | Led legal globally and ran Americas operations; directed affiliate governance . |
| BJ Services | Chief Compliance Officer & Deputy General Counsel | 2006–2010 | Established compliance systems for OFS operations . |
| Baker Hostetler LLP | Partner | 2004–2006 | Corporate/litigation counsel, energy sector . |
| Schlumberger | Litigation Counsel (NA), OFS Counsel (Asia), GC Products (Europe) | 1998–2003 | Multi-region legal leadership across product lines and geographies . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Archer affiliates | Director of several affiliates | 2010–2017 | Governance oversight across portfolio entities . |
| QES LP | Director | 2016–2017 | Pre-formation board responsibilities for LP governance . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $380,100 | $382,200 |
| Target Bonus % of Salary | 75% | 75% |
| Actual Annual Bonus ($) | $301,122 | $356,516 |
| All Other Compensation ($) | $50,374 | $30,487 |
| Perquisite Detail (2024) | — | 401(k) match $10,350; Auto allowance/vehicle $2,656; Health reimbursements $17,481 |
Notes:
- Incentive bonus amounts reflect payouts under KLXE’s Incentive Compensation Program (financial, safety, discretionary metrics) .
- Auto allowance per employment agreement: $1,200 per month; eligibility for executive benefits .
Performance Compensation
Annual Cash Incentive (2024)
| Metric Category | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Financial, Safety, Discretionary (Incentive Compensation Program) | Not disclosed | Not disclosed | Not disclosed | $356,516 | Cash; paid Q1 2025 |
Equity Awards and Vesting
| Award Type | Grant Date | Shares/Units | Vesting Schedule | Unvested at 12/31/2024 | Market Value at 12/31/2024 |
|---|---|---|---|---|---|
| RSUs | Feb 9, 2023 | Not disclosed (individual grant size not specified) | Equal installments on Feb 9, 2024; Feb 9, 2025; Feb 9, 2026 | 20,297 units | $101,079 (at $4.98/share) |
| Restricted Stock | Feb 1, 2024 | 56,584 shares | Equal installments on Feb 1, 2025; Feb 1, 2026; Feb 1, 2027 | 56,584 shares | $280,782 (portion of total restricted unvested) |
| Restricted Stock (prior awards) | Various | 19,882 shares | Vested in full on Feb 1, 2025 | 19,882 shares (as of YE 2024) | $98,932 (at $4.98/share) |
Policies:
- No stock options granted; no option repricing; equity awards are time-based RS/RSUs; the company does not time MNPI around grants .
- Clawback policy adopted in 2023 per SEC/Nasdaq rules; covers incentive-based comp for 3 preceding fiscal years upon a restatement .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 126,365 shares (includes 113,167 restricted shares that remain unsettled; no dispositive power until settlement) |
| Ownership as % of Shares Outstanding | ≈0.73% (126,365 / 17,400,155) |
| Unvested RSUs | 20,297 units (vesting Feb 9, 2025 and Feb 9, 2026) |
| Unvested Restricted Stock | 56,584 shares (Feb 1, 2025/2026/2027 tranches) plus 19,882 shares that vested 2/1/2025 |
| Options | None disclosed; equity program focused on RS/RSUs |
| Pledging/Hedging | Prohibited for directors/NEOs; margin/pledge generally prohibited unless pre-cleared with demonstrated liquidity |
| Ownership Guidelines | Share ownership policy referenced; specific multiple/threshold not disclosed |
| Section 16 Compliance | One late Form 4 filed March 15, 2024 regarding Feb 9, 2024 RSU vesting (with other NEOs) |
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Executed May 3, 2020, effective at QES Merger; 3-year term with automatic 1-year renewals thereafter |
| Compensation Framework | Base salary; target bonus 75% of salary; eligibility for STL/LTI; $1,200/month auto allowance; executive benefits |
| Severance (no CIC) | If terminated without cause/for good reason/disability: pro-rata target bonus; 1.5x base salary; 1.5x target bonus; 18 months COBRA premium reimbursement |
| Change-in-Control (double trigger) | If terminated within 12 months of a CIC: pro-rata target bonus; 2.0x base salary; 2.0x target bonus; 18 months COBRA premium reimbursement |
| Tax Gross-ups | None; 280G cutback vs full-pay best-net test |
| Restrictive Covenants | Non-compete and non-solicit during employment and 1 year post-termination |
| Clawback | Incentive-Based Compensation Recoupment Policy (SEC 10D/Nasdaq Rule 5608) adopted in 2023 |
| Insider Trading | Insider Trading Policy filed as Exhibit 19.1 to 10-K; compliance with Nasdaq/SEC; anti-hedging/pledging |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Compensation Actually Paid to PEO ($) | $7,258,468 | $1,224,469 | $1,244,460 |
| Avg Compensation Actually Paid to Non-PEO NEOs ($) | $3,154,975 | $739,298 | $799,419 |
| TSR: Value of $100 Initial Investment | $458.39 | $263.23 | $60.65 |
| Net Income (Loss) ($mm) | $(3.1) | $19.2 | $(53.0) |
Additional operating context:
- 2024 revenue $709.3 million; cash from operations $54.2 million; Adjusted EBITDA $89.6 million (vs $137.6 million in 2023) .
Compensation Structure Analysis
- Pay mix emphasizes time-based RS/RSUs (lower risk vs options); no options or repricing; clawback in place .
- Annual incentive uses financial, safety, and discretionary metrics; specific weights/targets not disclosed, constraining external pay-for-performance calibration .
- No excise tax gross-ups; severance and CIC terms use salary+bonus multiples (1.5x/2.0x), typical for small-cap OFS peers .
- Anti-hedging/pledging and insider trading controls support alignment; ownership guidelines referenced but not quantified .
Risk Indicators & Red Flags
- 2024 net loss $(53.0) million and TSR deterioration may pressure compensation outcomes and retention incentives in 2025 .
- Late Section 16 filings in March 2024 related to RSU vesting (administrative lapse) .
- No disclosed related-party transactions tied to Mr. Bouthillette; formal related-party and audit review policies in place .
Investment Implications
- Alignment: Significant unvested RS/RSU exposure (Feb 2025/2026/2027 schedules) fosters retention and medium-term alignment; anti-hedging/pledging reduces misalignment risk; total ownership ≈0.73% but majority is unsettled restricted stock, limiting immediate voting/dispositive flexibility .
- Incentive quality: Annual bonus tied to operational and safety metrics with discretion; lack of disclosed weights/targets caps visibility into pay-for-performance rigor and can introduce subjectivity .
- Change-in-control economics: Double-trigger protection at 2.0x salary+bonus is standard; no gross-up lowers shareholder risk; non-compete/non-solicit for 1 year mitigates transition risk .
- Trading signals: February vesting cycles (RSUs: Feb 9; RS: Feb 1) create predictable windows for vest-related withholding; monitor Form 4s around those dates for potential flow indicators; 2024 vesting and late filing highlight operational cadence .
- Execution risk: 2024 operating losses and EBITDA compression vs 2023 may increase emphasis on tightening bonus metrics and elevating performance-based equity; watch 2025 proxy for any shift from time-based to performance-based awards .