Theodore R. Moore
About Theodore R. Moore
Theodore R. Moore is Executive Vice President, General Counsel and Secretary of Nine Energy Service. He joined Nine in March 2017 as Senior Vice President and General Counsel, became Secretary in April 2019, and was promoted to EVP in October 2024. He is 47 years old. Moore holds a B.A. in Political Economy (magna cum laude) and a J.D. from Tulane University. Company pay-versus-performance disclosures show compensation actually paid tracked total shareholder return (TSR) and declined alongside TSR in 2023, indicating sensitivity to equity value. Recent company performance: revenue of $609.5M in FY2023 and $554.1M in FY2024, while EBITDA declined from FY2022 to FY2024, reflecting a softer operating backdrop.* *
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nine Energy Service | EVP, General Counsel & Secretary | Oct 2024–present | Senior legal and corporate governance leadership, signatory on SEC filings (Item 5.02). |
| Nine Energy Service | SVP & General Counsel; Secretary | Mar 2017–Oct 2024; Secretary since Apr 2019 | Built legal infrastructure and governance; continuity through cycles. |
| C&J Energy Services, Inc. | EVP, General Counsel & Chief Risk Officer | Mar 2015–Jun 2016 | Oversaw legal/risk during industry downturns; operational risk management. |
| C&J Energy Services, Inc. | Executive Vice President | Oct 2012–Mar 2015 | Senior management role during growth and transactions. |
| C&J Energy Services, Inc. | VP, General Counsel & Corporate Secretary | Feb 2011–Oct 2012 | Established public company governance and transactional execution. |
| Vinson & Elkins L.L.P. | Corporate Lawyer | 2002–Jan 2011 | Led capital markets, M&A, and governance for energy sector clients. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in proxy biography | — | — | No public external directorships or roles disclosed. |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 410,000 | 425,770; annualized base increased 5% to $430,500 effective Mar 10, 2024 |
| Discretionary Bonus ($) | — | 43,050 (holiday bonus) |
| Stock Awards ($) | 165,672 (RS restricted stock grant-date fair value) | 221,959 (RS grant-date fair value) |
| Non-Equity Incentive ($) | 952,065 (quarterly cash incentive + transaction/TSR components) | 221,397 (quarterly cash incentive) |
| All Other Compensation ($) | 13,200 (401k match) | 13,800 (401k match) |
| Total ($) | 1,540,937 | 925,976 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Quarterly Cash Incentive (2023) | Adjusted EBITDA by service line + safety metrics | Not disclosed | Not disclosed | Total paid $136,850; Q1–Q3 achieved, Q4 not achieved | Quarterly determinations; paid post quarter |
| Quarterly Cash Incentive (2024) | Adjusted EBITDA by service line + safety metrics | Not disclosed | Not disclosed | Total paid $54,365; three quarterly bonuses approved | Quarterly determinations; paid post quarter |
| 2022 Performance Cash Awards (Tranche I, paid in 2023) | Relative TSR | Not disclosed | Not disclosed | 200% of target; Moore $266,668, vested May 3, 2023 | Three annual tranches over 3 years |
| 2022 Performance Cash Awards (Tranche II, 2024 period) | Relative TSR | Not disclosed | Not disclosed | $0 payout for period May 1, 2023–Apr 30, 2024 | Three annual tranches over 3 years |
| 2023 Performance Cash Awards (Tranche I, 2024 determination) | Relative TSR | Not disclosed | Not disclosed | $0 payout for period May 1, 2023–Apr 30, 2024 | Three annual tranches over 3 years |
- Equity grant practices: Company currently does not grant new options/option-like instruments; awards subject to clawback policy adopted Nov 3, 2023 per NYSE Section 10D rules.
- Clawback scope: Applies to incentive-based compensation received on/after Oct 2, 2023; recovery of excess over restated results.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 162,177 shares; less than 1% of class (42,348,643 shares outstanding as of Mar 3, 2025) |
| Unvested Restricted Stock (12/31/2024) | 106,711 (grant 5/7/2024); 31,466 (grant 5/9/2023); 15,983 (grant 5/3/2022) |
| Stock Options (status/terms) | 8,017 exercisable; $31.18 strike; expires 3/20/2027; all option awards fully vested per plan notes |
| RS Vesting Schedules | 2024 grant vests in 3 equal installments on May 7, 2025/2026/2027; 2023 grant vests one-third on May 9, 2024/2025/2026; 2022 grant final one-third vests May 3, 2025 |
| Stock Ownership Guidelines | EVP requirement: lesser of 3x base salary or 61,225 shares; 5-year window for new appointments (after Jan 12, 2024); transfer restrictions prior to meeting requirements |
| Guideline Compliance Indicator | Moore’s beneficial 162,177 shares exceed the fixed-share alternative of 61,225 shares |
| Hedging/Pledging | Insider trading policy referenced (filed as exhibit to 10-K); pledging/hedging restrictions not specified in proxy text |
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Amended and restated Nov 20, 2018; three-year initial term; auto-renews annually unless 60-day non-renewal notice |
| Base Salary & Bonus Opportunity | Initial annualized base salary set by Board/Committee; eligible for annual equity grants under Stock Plan |
| Severance (Qualifying Termination) | If terminated without cause or resigns for good reason: severance equal to 1x (Severance Multiple) times (base salary + target annual bonus), paid over 12 months; prorated annual bonus; up to 18 months COBRA reimbursement; accelerated vesting of time-based equity; performance awards continue per terms |
| Change-in-Control Economics | If Qualifying Termination or death/disability within 24 months of corporate change: Severance Multiple increases to 2x for Moore; all outstanding equity fully vests (performance awards at target); options remain exercisable up to 1 year |
| Restrictive Covenants | Non-compete, non-solicit of customers/employees during employment and for one year post-termination |
| Definitions | “Cause” and “Good Reason” definitions with notice/cure; “Corporate change” includes >50% voting stock acquisition, asset sale, dissolution, non-surviving merger, contested board turnover |
Company Performance (context for pay-for-performance)
| 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 with an asterisk were retrieved from S&P Global.
Compensation Structure Analysis
- Quarterly cash incentive is directly tied to Adjusted EBITDA by service line and safety metrics, with payouts varying each quarter and reflecting operational execution; Moore’s cash incentive fell from $136.9k in 2023 to $54.4k in 2024, consistent with lower performance attainment.
- TSR-linked multi-year performance cash awards show high cyclicality: 2022 Tranche I paid 200%, but 2022 Tranche II and 2023 Tranche I paid $0 for the May 2023–Apr 2024 performance period, indicating alignment to shareholder returns.
- Company engages Compensation Advisory Partners (CAP); 2024 peer group includes 13 oilfield service peers (e.g., Liberty Energy, ProPetro, TETRA, Newpark), used to benchmark base, bonus targets/metrics, and LTI awards—curbing pay inflation risk via market calibration.
- Clawback policy aligned to NYSE Section 10D; equity grants subject to clawback and non-transferability provisions, supporting governance and downside accountability.
Investment Implications
- Alignment: Moore exceeds EVP stock ownership guideline fixed-share threshold and holds material unvested RS tranches vesting through 2027, suggesting ongoing retention incentives and alignment to equity value; no pledging disclosed in proxy.
- Pay-for-performance: Quarterly incentive and TSR-based awards show sensitivity to operational and market outcomes (payouts fell in 2024), reducing risk of pay unrelated to performance.
- Severance/CIC: One-times cash severance for a standard Qualifying Termination and two-times upon double-trigger CIC within 24 months, plus accelerated equity vesting at target for performance awards—material but measured change-in-control economics that could influence executive retention/negotiation dynamics in strategic scenarios.
- Execution risk: Company revenues declined in FY2024 vs. FY2023 and EBITDA trended down from FY2022 to FY2024*, consistent with lower incentive payouts; monitoring upcoming RS vesting dates (May 2025/2026/2027) is prudent for insider selling pressure windows. *
- Governance: Presence of CAP, clear clawback coverage, and disciplined grant practices (limited options) reduce red-flag risk; insider trading policy noted.