Guy Sirkes
About Guy Sirkes
Guy Sirkes (age 39) is Executive Vice President and Chief Financial Officer of Nine Energy Service. He became SVP & CFO in April 2020 and was promoted to EVP & CFO in October 2024; he previously served as Nine’s VP of Strategic Development and, before joining Nine, was an Executive Director in J.P. Morgan’s Oil & Gas Investment Banking group (2007–2019). He holds a B.A. in Mathematical Economic Analysis from Rice University . Company performance during his tenure shows revenue declining in FY 2024 versus FY 2023 and EBITDA trending down since FY 2022, while net income was negative in 2023–2024 per Pay‑vs‑Performance disclosure; see tables below (revenues/EBITDA from S&P Global, net income from proxy) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nine Energy Service, Inc. | Executive Vice President & Chief Financial Officer | Oct 2024–present | Leads finance, liquidity and capital structure; executed White Oak ABL/Loan & Security Agreement signatures across entities |
| Nine Energy Service, Inc. | Senior Vice President & Chief Financial Officer | Apr 2020–Oct 2024 | Oversaw Nine’s financing and strategic initiatives |
| Nine Energy Service, Inc. | Vice President, Strategic Development | Prior to Apr 2020 | Led M&A, strategy, and FP&A; instrumental in Nine’s IPO, Magnum acquisition, senior notes offerings |
| J.P. Morgan (Oil & Gas Investment Banking) | Executive Director | Jul 2007–Mar 2019 | Executed equity, debt, and M&A transactions; multi‑geography experience (Houston & Sydney) |
Fixed Compensation
| Year | Base Salary ($) | Discretionary Bonus ($) | Non‑Equity Incentive ($) | Stock Awards – Grant‑Date Fair Value ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 428,462 | — | 957,991 | 168,831 | 13,200 | 1,568,484 |
| 2024 | 456,923 | 46,200 | 228,357 | 225,923 | 13,800 | 971,203 |
Notes:
- 2024 “Bonus” reflects a discretionary holiday bonus .
- Non‑equity incentive is Nine’s quarterly cash incentive program .
Performance Compensation
| Program | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Quarterly Cash Incentive (2024) | Adjusted EBITDA by service line; safety metrics | Not disclosed | Not disclosed | Achieved at varying levels by service line per each quarter (Q1, Q2, Q3, Q4) | $58,343 (aggregate 2024) | Cash, quarterly payouts |
| Performance Cash Award (granted 2022) | Relative TSR | Not disclosed | 0–200% payout schedule | Tranche II (May 1, 2023–Apr 30, 2024) earned 0% | $0; target grant $400,000 | 3 tranches over three one‑year periods; vest upon Committee certification & continued service |
| Performance Cash Award (granted 2023) | Relative TSR | Not disclosed | 0–200% payout schedule | Tranche I (May 1, 2023–Apr 30, 2024) earned 0% | $0; target grant $400,000 | 3 tranches over three one‑year periods; vest upon Committee certification & continued service |
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Beneficial Ownership (as of Mar 3, 2025) | 156,966 shares; <1% of class |
| Unvested RS/RSUs (12/31/2024) | 108,617 (5/7/2024 grant); 32,066 (5/9/2023 grant); 16,283 (5/3/2022 grant) |
| Options (Exercisable/Unexercisable) | None reported for Sirkes |
| Stock Ownership Guidelines (EVP) | Lesser of 3× salary and 61,225 shares; five‑year compliance period for appointments after Jan 12, 2024 |
| Compliance Status | Beneficially owned 156,966 shares (>61,225 fixed‑share threshold) → Meets guideline; time to compliance runs to Oct 2029 based on Oct 2024 appointment |
| Shares Pledged/Hedged | No pledging/hedging disclosure for Sirkes in proxy; company insider trading policy governs directors/officers |
Vesting Schedules:
- 2024 grant: vests in three equal installments on May 7, 2025/2026/2027 (continued service) .
- 2023 grant: vested 1/3 on May 9, 2024; remaining 1/3 on May 9, 2025 and 2026 .
- 2022 grant: vested 2/3 in 2023–2024; final 1/3 on May 3, 2025 .
Insider Transactions (selling pressure and mechanics):
- 08/08/2025: Open‑market sale of 49,897 shares at $0.65; post‑transaction direct ownership 139,444 shares .
- 05/07/2025 and 05/09/2025: Form 4 filings citing “non‑discretionary sale” language (commonly associated with tax withholding/same‑day sale mechanics) .
Employment Terms
- Agreement term: Three‑year initial term; auto‑renews for one‑year periods unless notice given ≥60 days before expiry .
- Severance (non‑CoC Qualifying Termination: good reason or without cause): 1× (salary + target bonus) severance paid over 12 months; prorated annual bonus (performance‑based); up to 18 months COBRA reimbursement; full acceleration of time‑based equity awards; performance‑based equity remains outstanding to vest per award terms; vested options exercisable up to 1 year post‑termination .
- Change‑of‑Control (within 24 months and Qualifying Termination or death/disability): 2× (salary + target bonus) for Sirkes; immediate vesting of all equity awards at target for performance‑based awards; vested options exercisable up to 1 year; structure is double‑trigger (CoC plus termination) .
- Restrictive covenants: Non‑compete, non‑solicit of customers/employees during employment and for one year after termination; non‑solicit/hire provisions apply as described .
- Clawback policy: Complies with NYSE Section 10D; three‑year lookback for incentive compensation based on restated financials; applies to current/former executive officers .
- Stock Plan terms: No option repricing without shareholder approval; no tax gross‑ups under the plan; awards subject to clawback; dividend equivalents only after vesting .
Compensation Peer Group (Benchmarking)
| Peer Companies (13) |
|---|
| Cactus, Inc.; Forum Energy Technologies, Inc.; Helix Energy Solutions Group, Inc.; Independence Contract Drilling, Inc.; Liberty Energy, Inc.; NCS Multistage Holdings, Inc.; Newpark Resources, Inc.; Oil States International; ProPetro Holding Corp.; RPC, Inc.; Select Water Solutions, Inc.; Solaris Oilfield Infrastructure; TETRA Technologies, Inc. |
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 593,382,000* | 609,526,000* | 554,104,000* |
| EBITDA ($) | 84,636,000* | 58,959,000* | 46,077,000* |
Values retrieved from S&P Global.*
Pay‑vs‑Performance (Proxy):
- Net Income: $14,393,000 (2022); $(32,213,000) (2023); $(41,082,000) (2024) .
- TSR and “compensation actually paid” trends showed sharp positive in 2023 followed by steep decline in 2024, aligning with stock price movements and negative net income .
Performance & Track Record
- Financing and liquidity: Signed across Nine entities in the May 2025 White Oak ABL Loan & Security Agreement; covenant testing when Excess Availability < $10M; Fixed Charge Coverage Ratio ≥1.10x during covenant testing periods .
- Strategy & capital markets: Prior career included leading IPO, acquisitions (Magnum), and notes offerings relevant to Nine’s capital structure .
Investment Implications
- Alignment: Sirkes holds 156,966 shares and exceeds EVP ownership guideline of 61,225 shares, signaling alignment with shareholders; unvested RSUs add further exposure .
- Selling pressure: RSU vest dates in May each year (2025–2027) combined with observed non‑discretionary Form 4 sales around May 2025 suggest routine tax‑withholding‑related sales may occur near vesting dates, which can create short‑term supply without signaling fundamental change .
- Pay‑for‑performance: 2024 quarterly bonuses paid ($58k) on Adjusted EBITDA/safety outcomes; TSR‑linked performance cash awards for 2022 and 2023 tranches paid $0, indicating discipline when relative TSR underperforms .
- Retention/CoC economics: Double‑trigger CoC severance at 2× salary+bonus and full equity acceleration supports retention but raises potential exit costs if strategic alternatives are pursued .
- Dilution risk: Proposal to add 3.9M shares to the Stock Plan (approx. 13.3% potential dilution) and extend plan term; three‑year average burn rate 2.84% .
- Liquidity/Covenants: ABL covenants (FCCR, Excess Availability threshold) indicate discipline but add sensitivity to cycles; CFO oversight critical to headroom management .