David Crombie
About David Crombie
David Crombie (age 51) is Executive Vice President and Chief Operating Officer at Nine Energy Service, Inc. (NINE), serving in this role since January 2019 after joining Nine in 2013 and holding multiple divisional presidencies; earlier roles include founding Crest Pumping Technologies and leadership at Pumpco Energy Services and Halliburton (1994–2000) . Company performance context: FY 2024 revenue was $554.1M*, EBITDA $46.1M*, and GAAP net income was a loss of $41.1M; pay-versus-performance disclosure notes that compensation actually paid and TSR declined significantly in 2024 following a steep 2023 stock increase and steep 2024 decrease . Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nine Energy Service | EVP & COO | Jan 2019–present | Leads operations across service lines; oversees execution and performance |
| Nine Energy Service | President, Completion Solutions; EVP | Feb 2017–Jan 2019 | Drove completion tools/services portfolio and growth |
| Nine Energy Service | President, US Wireline & Cementing; EVP | Dec 2013–Feb 2017 | Managed stimulation and cementing; operational expansion |
| Crest Pumping Technologies | Founder & President | Pre-2013 (dates not disclosed) | Built and guided specialty pumping business to success |
| Pumpco Energy Services (Complete Production Services/Superior Energy) | VP Operations & Sales | 2000–2012 | Managed stimulation/cementing across U.S. unconventional plays |
| Halliburton Energy Services | Various operational roles | 1994–2000 | Cementing/stimulation in U.S. and Saudi Arabia |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No external public board or committee roles disclosed for Crombie in the proxy |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $510,000 | $529,616 (reflects 5% increase to $535,000 effective Mar 10, 2024) |
| Discretionary Bonus ($) | — | $56,897 (holiday bonus) |
| Stock Awards – Grant-date Fair Value ($) | $299,403 | $316,878 |
| Non-Equity Incentive Plan Compensation ($) | $1,239,188 | $310,274 |
| All Other Compensation ($) | $35,259 (includes vehicle lease) | $23,636 (includes vehicle lease) |
| Total ($) | $2,083,850 | $1,237,301 |
- Base salary moved from $510,000 to $535,000 effective March 10, 2024; annualized salary disclosed as $535,000 thereafter .
Performance Compensation
Quarterly Cash Incentive Program (2024)
| Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA by service line; Safety metrics | Not disclosed | Q1 set Jan 12, 2024; Q2 set Apr 25, 2024; Q3 set Aug 1, 2024; Q4 set Oct 30, 2024 | Achieved at varying levels by service line (Q1: Apr 25; Q2: Aug 1; Q3: Oct 22; Q4: Feb 4, 2025) | $310,274 total Non-Equity Incentive Plan Compensation; Committee also approved aggregate quarterly bonus payments totaling $71,850 | Paid following Committee certification per quarter |
Note: The Summary Compensation Table reports $310,274 for Non-Equity Incentive Plan Compensation in 2024, and the program disclosure lists aggregate quarterly bonus payments of $71,850; the program includes performance-based quarterly bonuses and potential cash bonuses determined by the Committee .
Performance Cash Awards (TSR-Based)
| Grant | Metric | Tranches | Target Value ($) | Payout Range | 2024 Tranche Status | Vesting |
|---|---|---|---|---|---|---|
| May 3, 2022 | Relative TSR | 3 tranches (1 year each) | $500,000 | 0%–200% | Tranche II (May 1, 2023–Apr 30, 2024): $0 paid | Vests upon Committee certification, subject to service |
| May 9, 2023 | Relative TSR | 3 tranches (1 year each) | $500,000 | 0%–200% | Tranche I (May 1, 2023–Apr 30, 2024): $0 paid | Vests upon Committee certification, subject to service |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 247,699 shares; <1% of outstanding (42,348,643 shares) |
| Restricted Stock – Unvested (as of 12/31/2024) | 152,345 ($170,626), 56,866 ($63,690), 28,866 ($32,330); values at $1.12 closing price on 12/31/2024 |
| Options – Exercisable | 9,622 options @ $31.18 strike, expiring 3/20/2027 (fully vested) |
| Current Stock Price (context) | $1.09 closing price on 2/28/2025; option strike is far above current price |
| Ownership Guidelines (Exec VP) | Lesser of 3x salary and 61,225 shares; five years to meet for appointments after Jan 12, 2024; selling restricted until compliant; qualifying shares include directly owned, vested options/performance awards, vested/unvested RS/RSUs |
| Pledging/Hedging | Not disclosed; Insider Trading Policy adopted and posted; Clawback policy effective Nov 3, 2023 per NYSE Section 10D |
Employment Terms
| Term | Key Economics/Terms |
|---|---|
| Agreement Date/Term | Amended & restated employment agreement dated Nov 20, 2018; initial 3-year term with automatic 1-year renewals unless 60-day non-renewal notice |
| Severance (Qualifying Termination: good reason or without cause) | 1.5x (salary + target bonus) paid over 12 installments; prorated annual bonus (subject to performance); up to 18 months COBRA reimbursement; accelerated vesting of all time-based equity; performance awards remain outstanding per terms; vested options exercisable for up to 1 year post-termination (or original expiry) |
| Change-of-Control (within 24 months, with Qualifying Termination or death/disability) | 2.5x (salary + target bonus) for Crombie; immediate vesting of all outstanding equity (performance awards at target); vested options exercisable for up to 1 year post-termination (or original expiry) |
| Restrictive Covenants | Non-compete, non-solicit of customers/employees generally during employment and for 1 year post-termination |
| Clawback | Dodd-Frank/NYSE-compliant clawback for 3 prior fiscal years upon restatement; applies to incentive-based compensation (cash/equity) |
Compensation Peer Group (2024 Benchmarking)
| Peers used by Committee for salary, bonus, LTI benchmarking |
|---|
| Cactus; Forum Energy Technologies; Helix Energy Solutions; Independence Contract Drilling; Liberty Energy; NCS Multistage; Newpark Resources; Oil States International; ProPetro; RPC; Select Water Solutions; Solaris Oilfield Infrastructure; TETRA Technologies |
Related Party Transactions (Governance Risk)
- The Company leases office/yard facilities and equipment and purchases maintenance/repair services from entities owned by Mr. Crombie: $1.0M expense in 2024 ($1.3M in 2023); outstanding payables $0.3M at 12/31/2024 ($0.2M in 2023) .
- The Company purchased $3.0M of products/services in 2024 ($2.9M in 2023) from an entity in which Mr. Crombie is a limited partner .
Additional Context: Equity Plan and Dilution
- As of Feb 28, 2025, 28,464 shares remained available under the Stock Plan; the Third Amendment seeks +3,900,000 shares and extends plan term; potential fully diluted overhang estimated ~13.3% if approved (shares outstanding were 42,348,643; close price $1.09) .
Performance Context (Company-level)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $593.4M* | $609.5M* | $554.1M* |
| EBITDA ($USD) | $84.6M* | $59.0M* | $46.1M* |
Values retrieved from S&P Global.*
- Net Income (GAAP): $14.393M (2022), $(32.213)M (2023), $(41.082)M (2024) .
- Management’s pay-versus-performance discussion indicates compensation actually paid moved directionally with TSR; both declined in 2024 after a sharp 2023 stock increase and sharp 2024 decrease .
Investment Implications
- Pay-for-performance alignment: Crombie’s TSR-based performance cash awards paid $0 for 2024 Tranche II (2022 grant) and 2024 Tranche I (2023 grant), signaling sensitivity of incentive pay to shareholder returns . Quarterly incentive pay uses Adjusted EBITDA and safety metrics, reinforcing operational discipline .
- Insider selling pressure: Unvested restricted stock vests on 5/7/2025/2026/2027 (2024 grant) and 5/9/2025/2026 (2023 grant); 2022 grants complete vesting 5/3/2025. Stock ownership guidelines restrict selling until guideline compliance, dampening near-term selling pressure; no pledging disclosures provided .
- Retention and change-of-control economics: Robust severance (1.5x) and enhanced CoC (2.5x) with double-trigger full vesting reduce voluntary departure risk, but can increase CoC costs and accelerate vesting upon transaction .
- Governance red flags: Ongoing related-party transactions tied to Crombie-owned entities/lP interests ($1.0M leases/maintenance; $3.0M purchases in 2024) present potential conflicts; monitoring Audit Committee oversight and terms is prudent .
- Equity overhang/dilution: Proposed +3.9M share increase and ~13.3% potential dilution if approved expands LTI capacity; expect continued use of time-based RS versus options (legacy options are significantly out-of-the-money vs $1.09 price), shifting risk profile to lower-volatility equity vehicles .
- Operating backdrop: Negative GAAP net income in 2023–2024 and declining revenues in 2024 frame near-term performance headwinds; incentive structures tied to Adjusted EBITDA may still deliver payouts when operational targets are met despite GAAP losses .