Ann G. Fox
About Ann G. Fox
Ann G. Fox is President, Chief Executive Officer, and Class III Director of Nine Energy Service (NINE). She has served as CEO and director since July 2015, previously serving as CFO and VP, Strategic Development (2013–2015), and as interim CFO at various periods between 2015–2017. She holds a B.S. in Diplomacy and Security in World Affairs from Georgetown University and an MBA from Harvard Business School, and served in the U.S. Marine Corps prior to her energy finance career . Age 48 as of March 6, 2025 . The Board currently separates the roles of Chairman and CEO; Ms. Fox is not independent due to her employment . Pay-versus-performance disclosures indicate “compensation actually paid” moved broadly in line with NINE’s TSR and net income trajectory, with a sharp increase in 2023 followed by a significant decline in 2024 amid stock volatility .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nine Energy Service | CFO and VP, Strategic Development | 2013–2015 | Pre-IPO finance and strategy leadership prior to CEO appointment |
| Nine Energy Service | Interim CFO | 2015–2017 (multiple periods) | Continuity of financial leadership during transition periods |
| SCF Partners | Various roles; Managing Director (from Dec 2012) | 2008–2013 | Private equity investing in energy services; portfolio and M&A exposure |
| Prudential Securities; Warburg Dillon Read | Investment Banking Analyst | Not disclosed | Capital markets foundation relevant to NINE’s financing strategy |
| United States Marine Corps | Officer | Not disclosed | Operational leadership in conflict zones; team leadership and execution |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Devon Energy Corporation | Director | 2019 | Public E&P board experience (joined June 2019) |
| American Petroleum Institute | Director | Not disclosed | Industry policy and advocacy |
| National Petroleum Council | Member | Not disclosed | Advisory role on energy policy |
| Rice University’s Baker Institute for Public Policy | Member | Not disclosed | Energy policy thought leadership network |
| Groton School | Board of Trustees | Not disclosed | Non-profit governance |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (paid) | $700,000 | $726,923 |
| Annualized Base at start of 2024 | — | $700,000 |
| Annualized Base after 5% increase (effective Mar 10, 2024) | — | $735,000 |
| Discretionary Bonus (holiday) | — | $91,875 |
| All Other Compensation (incl. 401(k) match) | $13,200 | $13,800 |
| Total Fixed + Discretionary Cash (Salary + Bonus + Other) | $713,200 | $832,598 |
Notes:
- Ms. Fox, as an employee director, receives no additional compensation for Board service .
Performance Compensation
Annual/Quarterly Cash Incentives
- Program design: Quarterly cash incentive program with targets based on Adjusted EBITDA by service line and safety metrics; targets were set for each quarter of 2024, with payouts approved for three quarters .
- 2024 aggregate quarterly bonuses paid to Ms. Fox: $116,021 .
| Component | Metric/Design | Target Setting | 2024 Payout |
|---|---|---|---|
| Quarterly Cash Incentives | Adjusted EBITDA by service line; safety metrics | Set on 1/12/24, 4/25/24, 8/1/24, 10/30/24 | $116,021 |
| Non-Equity Incentive Plan Compensation (as reported in SCT) | Includes quarterly cash incentives; committee-determined amounts | Committee-approved based on performance | $577,160 |
Long-Term Incentives (Equity and Cash)
-
Restricted Stock Awards (time-based):
- 5/7/2024 grant; vests in 3 equal installments on 5/7/2025, 5/7/2026, 5/7/2027 .
- 5/9/2023 grant; one-third vested 5/9/2024; remaining vests 5/9/2025 and 5/9/2026 .
- 5/3/2022 grant; two-thirds vested 5/3/2023 and 5/3/2024; final third vests 5/3/2025 .
-
Performance Cash Awards (relative TSR; 0–200% payout; 3 tranches over three years):
- 2022 grant: no payout for Tranche II (performance period 5/1/2023–4/30/2024); CEO grant-date target value $1,110,000 .
- 2023 grant: no payout for Tranche I (performance period 5/1/2023–4/30/2024); CEO grant-date target value $1,100,000 .
- 2024 time-based cash awards grant on 5/7/2024; vest 50% at 6 months and 50% at 12 months, subject to continued service .
| Award Type | Grant Date | Metric | Weighting | Targets | Result | Payout |
|---|---|---|---|---|---|---|
| Performance Cash (2022 grant) | 5/3/2022 | Relative TSR | Not disclosed | Not disclosed | Tranche II not earned (0%) | $0 |
| Performance Cash (2023 grant) | 5/9/2023 | Relative TSR | Not disclosed | Not disclosed | Tranche I not earned (0%) | $0 |
| Time-based Cash (2024) | 5/7/2024 | Service-based | n/a | 6- and 12-month vest | In vesting | Not disclosed |
| Time-based RS (2022/2023/2024) | 5/3/2022; 5/9/2023; 5/7/2024 | Service-based | n/a | 3-year ratable | In vesting | n/a |
Equity Grant Values (as reported)
| Year | Stock Awards (Grant-Date Fair Value) |
|---|---|
| 2023 | $446,121 |
| 2024 | $612,860 |
Pay-versus-Performance calibration: The company reports that “compensation actually paid” to the PEO moved broadly with TSR and net income; both declined significantly in 2024 after a sharp 2023 increase tied to stock price moves .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 3/3/2025) | 759,815 shares (1.8% of 42,348,643 outstanding) |
| Unvested Time-Based RS (12/31/2024) | 294,644 (2024 grant); 84,733 (2023 grant); 43,000 (2022 grant) |
| Stock Options Outstanding | 31,235 options @ $31.18 expiring 3/20/2027; 167,574 options @ $41.39 expiring 7/15/2025; all fully vested |
| In-the-money Status (12/31/2024) | NINE closing price $1.12; options struck at $31.18/$41.39 appear out-of-the-money at that date |
| Ownership Guidelines (CEO) | Lesser of 5x base salary or 140,050 shares; 5-year compliance window for appointments after 1/12/2024; unvested time-based RS/RSUs count; restrictions on sales before meeting guideline |
| Clawback Policy | Adopted Nov 3, 2023; restatement-triggered 3-year lookback; applies to incentive-based pay for current/former executive officers |
| Hedging/Pledging | Insider trading policy referenced; specific hedging/pledging prohibitions not disclosed in retrieved sections |
Vesting calendar and potential selling pressure:
- 2022 RS final tranche vests 5/3/2025 (43,000 shares at grant) .
- 2023 RS tranches vest on 5/9/2025 and 5/9/2026 (84,733 shares at 12/31/24) .
- 2024 RS tranches vest on 5/7/2025, 5/7/2026, 5/7/2027 (294,644 shares at 12/31/24) .
- 7/15/2025 stock options (167,574 @ $41.39) expire; given $1.12 stock price on 12/31/2024, options were far OTM at that date, reducing exercise-driven supply risk absent a major price move .
Employment Terms
| Term | Key Economics / Protections |
|---|---|
| Employment Agreement | Amended & restated 8/28/2018; 3-year initial term with automatic 1-year renewals unless 60-day non-renewal notice |
| Base/Bonus Eligibility | Base salary and annual bonus opportunity set by Board/NGC; eligible for annual equity awards under Stock Plan |
| Non-Compete/Non-Solicit | Restrictions during employment and for one year post-termination |
| Severance (Qualifying Termination: no cause/non-renewal or good reason) | 2x (CEO) times sum of base salary + target bonus, paid over 12 months; prorated annual bonus (performance-based); up to 18 months COBRA reimbursement; accelerated vesting of time-based equity (not performance awards); vested options exercisable up to 1 year or original expiry |
| Change in Control (within 24 months and Qualifying Termination or death/disability) | Multiple increases to 3x (CEO); all outstanding equity fully vests at target for performance awards; options exercisable up to 1 year or original expiry |
| Good Reason (summary) | Material pay cut beyond broad reductions, relocation >75 miles, material diminution in authority/duties; for CEO, failure to nominate/support re-election also qualifies; notice/cure apply |
| Cause (summary) | Gross negligence/willful misconduct; material breach; injurious conduct; certain criminal actions; notice/cure required |
Board Governance (Service, Independence, Committees)
- Board leadership: Chairman is a non-employee director (Scott E. Schwinger); roles of Chair and CEO are separated .
- Classification: Ms. Fox is a Class III director; independence status “No” given her CEO role .
- Committee structure and independence: Only independent directors serve on the Audit Committee and Nominating, Governance and Compensation Committee; current members listed do not include Ms. Fox .
- Director compensation: Ms. Fox receives no director fees due to her employee status .
Director Compensation (Context for dual role)
| Item | Policy |
|---|---|
| Non-employee director cash retainers | $18,750 quarterly; additional $7,500 quarterly for Chair; $5,000 for Audit Chair; $3,750 for NGC Chair; $1,875 per committee for members |
| Non-employee director equity | Annual time-based RS under Stock Plan; one-year vest standard |
| CEO as director | No additional compensation for Board service |
Compensation Structure Analysis
- Mix shift and risk: NINE no longer regularly grants new options; 2024 LTI is predominantly time-based RS, lowering performance leverage and increasing retention emphasis; option repricing prohibited; no tax gross-ups under the Stock Plan .
- Performance orientation: Quarterly incentives tied to Adjusted EBITDA by service line plus safety; relative TSR governs 2022/2023 performance cash awards (no payouts to date for 2023 Tranche I and 2022 Tranche II), indicating rigor or underperformance on the metric .
- Ownership alignment: Enhanced stock ownership guidelines include fixed-share alternative for CEO (140,050 shares cap) and selling restrictions until in compliance; unvested time-based equity counts, improving alignment optics during volatile share prices .
- Clawback: NYSE-compliant clawback adopted; 3-year clawback for restatements aligns with investor expectations .
Say-on-Pay & Shareholder Feedback
- 2025 proxy seeks advisory approval of NEO pay; Board recommends “FOR” and indicates results will be considered in future design decisions; prior approval percentages not disclosed in retrieved sections .
Risk Indicators & Red Flags
- Option overhang and exercise risk: CEO options are deeply OTM relative to 12/31/24 price ($1.12 vs. $31.18/$41.39 strikes), lowering near-term exercise/sale pressure and potential dilution at current levels .
- CIC economics: 3x cash multiple and full accelerated vesting on double-trigger could be material in a sale scenario; however, awards do not auto-vest solely upon a corporate change if assumed/substituted, consistent with market norms .
- Related-party transactions, hedging/pledging prohibitions, and legal proceedings: Not disclosed in retrieved sections; insider trading policy and governance documents are referenced on IR site .
Multi‑Year Compensation Summary (CEO)
| Year | Salary | Bonus | Stock Awards (Grant-Date) | Non-Equity Incentive | All Other | Total |
|---|---|---|---|---|---|---|
| 2023 | $700,000 | — | $446,121 | $2,202,739 | $13,200 | $3,362,060 |
| 2024 | $726,923 | $91,875 | $612,860 | $577,160 | $13,800 | $2,022,618 |
Outstanding/Unvested Awards (as of 12/31/2024)
| Award Type | Grant Date | Quantity/Strike | Vesting/Expiry |
|---|---|---|---|
| Restricted Stock | 5/7/2024 | 294,644 shares | 1/3 on 5/7/2025, 5/7/2026, 5/7/2027 |
| Restricted Stock | 5/9/2023 | 84,733 shares | 1/3 vested 5/9/2024; 1/3 on 5/9/2025; 1/3 on 5/9/2026 |
| Restricted Stock | 5/3/2022 | 43,000 shares | 1/3 vested 5/3/2023; 1/3 5/3/2024; 1/3 5/3/2025 |
| Stock Options | 7/15/2015 | 167,574 @ $41.39 | Exp. 7/15/2025; fully vested |
| Stock Options | 3/20/2017 | 31,235 @ $31.18 | Exp. 3/20/2027; fully vested |
Market value reference used by company for RS as of year-end: $1.12 closing price on 12/31/2024 .
Performance & Track Record (selected disclosures)
- Pay-versus-performance: Company-reported “compensation actually paid” tracked TSR and net income; both increased in 2023 and declined materially in 2024 following stock price volatility .
- Equity plan capacity: 28,464 shares remained available under the Stock Plan as of 12/31/2024; 483,934 options outstanding at a weighted average exercise price of $33.21 .
- Governance enhancements: Third amendment to Stock Plan extends plan to 10 years from approval; aggregate share limit updated; approved amendment form signed by Ms. Fox .
Investment Implications
- Alignment and incentives: CEO pay includes significant at-risk components (quarterly EBITDA/safety cash incentives, time-based RS, and relative TSR-linked performance cash). Non-payouts on recent TSR tranches suggest rigor or relative underperformance; time-based equity and time-based cash awards tilt toward retention in a volatile cycle .
- Near-term supply/demand on shares: The 2022–2024 RS schedules create predictable vesting dates in May 2025–2027; however, legacy options appear deeply OTM at 12/31/24 ($1.12 vs. $31.18/$41.39 strikes), reducing exercise-related selling pressure barring a sharp rally .
- Change-of-control economics: Double-trigger 3x multiple for the CEO plus full vesting at target could be meaningful in a sale; nonetheless, the plan avoids single-trigger vesting if awards are assumed/substituted, aligning with investor-friendly practices .
- Ownership discipline: CEO beneficial ownership of ~1.8% and robust ownership guidelines (with sale restrictions until in-compliance) indicate skin-in-the-game, reinforcing alignment in a turnaround or consolidation scenario .
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