J. Matthew Hooker
About J. Matthew Hooker
Executive Vice President, Well Services at Ranger Energy Services (RNGR). Age 61; senior leadership roles at RNGR since 2017 (COO Apr 2017–Nov 2018; SVP Well Services Nov 2018–Feb 2025; EVP Well Services since Feb 2025) . Company performance in 2024: Revenue $571.1 million, Adjusted EBITDA $78.9 million, and Free Cash Flow $50.4 million; TSR value of initial fixed $100 investment reached $153.65 by YE2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ranger Energy Services | Chief Operating Officer | Apr 2017–Nov 2018 | Led operations across service lines; transition to SVP Well Services |
| Ranger Energy Services | SVP, Well Services | Nov 2018–Feb 2025 | Oversaw High Specification Rigs and broader Well Services execution |
| Ranger Energy Services | EVP, Well Services | Feb 2025–present | Executive oversight of Well Services segment |
| Express Energy Services | SVP, Drilling Services | Jan 2012–Jul 2015 | Managed drilling service operations |
| Express Energy Services | SVP, Business Development | Jul 2015–Jan 2017 | Led growth initiatives and BD |
| Latshaw Drilling | VP, Operations | Not disclosed | Operations leadership |
| Saxon Drilling LP | North America Regional/Country Manager | Not disclosed | Regional leadership |
| Nabors Well Services LTD | Various roles culminating as VP US Operations | Not disclosed | Large-scale operations management |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | None disclosed for Hooker |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2022 | 310,000 | Earned base salary |
| 2023 | 310,000 | Annualized base salary |
| 2024 | 318,885 | Earned (annualized base salary was $340,000; voluntary reduction for six months, reinstated Oct 2024) |
| Year | All Other Compensation ($) | Breakdown |
|---|---|---|
| 2022 | 700 | Not detailed |
| 2023 | 9,210 | Life insurance $396; 401(k) contributions $8,814 |
| 2024 | 16,590 | Life insurance $396; 401(k) $13,800; Dividend equivalents $2,394 |
Performance Compensation
| Year | Bonus ($) | Stock Awards ($) | Total Compensation ($) |
|---|---|---|---|
| 2022 | 148,800 | 383,442 | 842,942 |
| 2023 | 127,255 | 464,007 | 910,472 |
| 2024 | 145,721 | 458,412 | 939,608 |
| Incentive Type | Metric | Weighting | Targets | Payout Curve | Performance Period / Vesting |
|---|---|---|---|---|---|
| Management Incentive Program (MIP) | Company/Individual metrics (board set annually) | Not disclosed | Annual targets and weightings set Q4 | Bonus based on year-end assessment | Annual; paid post-year-end |
| PSUs (2022 grant) | Absolute TSR (ATSR) | 50% | Threshold 10% growth (25% payout); Target 50% (100%); Max 75% (200%) | Linear to max; 2024 “floor” applies to 2024 grants only | 3-year ending 12/31/2024; payout determined by Board |
| PSUs (2022 grant) | Relative TSR (RTSR) vs Peer Group | 50% | Threshold 30th percentile (50% payout); Target 50th (100%); Max 100th (200%); cap to 100% if price declines ≥15% (2023/2024 awards) | Percentile-based, subject to floors | 3-year ending 12/31/2024; payout determined by Board |
| PSUs (2023 grant) | ATSR/RTSR | 50%/50% | Base VWAP $10.56; same curves as above | As above | 3-year ending 12/31/2025 |
| PSUs (2024 grant) | ATSR/RTSR | 50%/50% | Base VWAP $10.20; “floor” requires last 30-day VWAP ≥$14.50; otherwise no vesting | As above | 3-year ending 12/31/2026 |
| Restricted Stock | Time-based vesting | — | Target values: ~45% of base salary (Hooker) | Annual 1/3 tranches over 3 years | Initial vest dates: 3/13/2023; 3/15/2024; 3/14/2025 |
Additional PSU design details: Target value of Hooker’s PSUs scaled with role seniority—~50% of base salary (2022), ~80% (2023), and ~100% (2024) . In 2024, Committee amended PSU agreements to include dividends in ATSR calculation; incremental benefit < $30,000 per NEO for 2022 PSUs; immaterial accounting impact .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 102,019 RNGR shares as of Mar 12, 2025 record date |
| Shares outstanding (for % calc) | 22,975,474 shares |
| Ownership as % of outstanding | ~0.44% (computed from 102,019 / 22,975,474) |
| Unvested Restricted Stock | 29,732 shares; market value $460,251 at $15.48 YE2024 |
| Unearned PSUs (unvested) | 49,904 units; payout value depends on TSR outcomes; YE2024 indicative value $772,514 at $15.48 |
| Options | Company has never awarded stock options to executives |
| Hedging/Pledging | Hedging prohibited by Insider Trading Policy; pledging not disclosed |
| Ownership guidelines | NEOs: 3x base salary; compliance within 5 years of adoption/appointment (adopted Oct 2024) |
Employment Terms
| Provision | Terms (pre–Jul 2025 agreements) |
|---|---|
| Contract term | Initial 3-year term; auto-renewal for successive 1-year periods unless non-renewed |
| Base & bonus | Base salary (annualized $340k in 2024); eligible for annual bonus under MIP |
| Severance (without cause) | Accrued benefits; extended health benefits at executive’s expense; severance equal to 18 months of base salary or salary through term end, whichever greater |
| “Good Reason” | Material reduction in title/duties/salary or company breach (example definition in CFO/CEO agreements; Hooker’s agreement includes additional grounds for “Cause”) |
| Restrictive covenants | Non-compete and non-solicit during employment and for 18–24 months post-termination (Hooker includes additional “Cause” grounds) |
| Equity acceleration | RS: if terminated without cause or resign for good reason, tranches that would have vested on/before first anniversary accelerate; death/disability full vest |
| PSU change-in-control | If CIC occurs and termination without cause within 2 years during performance period, PSUs vest at target; death/disability full target vest |
| Clawback | Awards subject to forfeiture/clawback under Company policies |
| Provision | Executive Severance Plan (effective Jul 24, 2025) |
|---|---|
| Coverage | All executive officers, including J. Matthew Hooker |
| General termination | EVP multiplier: 1x base salary; plus pro-rated target bonus; 12 months medical premium coverage; outplacement up to $25,000 |
| Change-in-control period | EVP multiplier: 2x base salary + target bonus; pro-rated target bonus; 24 months medical premium coverage |
| Hooker multipliers | General termination: 1.5x; change-in-control: 2x |
| Conditions | Must sign release; includes one-year non-compete and non-solicit; plan replaces existing employment agreements |
Compensation Committee & Peer Benchmarking
- Compensation consultants: NFP Compensation Consulting engaged for most of 2024; Meridian Compensation Consultants engaged Nov 2024; both assessed as independent under NYSE standards .
- PSU peer groups:
- 2022 PSUs: Dril-Quip, Exterran, KLX, Mammoth, NCS Multistage, Newpark (now NPK International), RPC, Select Energy Services (now Select Water Solutions), Solaris, U.S. Well Services .
- 2023 PSUs: Dril-Quip, ProPetro, KLX, Mammoth, Nine Energy Services, Newpark, RPC, Select Energy Services, Solaris, Oil States .
- 2024 PSUs: Dril-Quip (merged with Innovex in 2024), ProPetro, KLX, Mammoth, Nine Energy Services, Newpark, RPC, Select Water Solutions, Solaris Energy Infrastructure, Oil States .
Performance & Track Record
- 2024 company outcomes: Revenue $571.1m; Adjusted EBITDA $78.9m; Free Cash Flow $50.4m; best TRIR safety rating in company history; returned over 40% of 2024 FCF via dividends and repurchases .
- Pay-versus-performance indicators: Company TSR value of initial $100 investment rose to $153.65 by YE2024; Net Income $18.4m in 2024 .
Equity Awards Outstanding (as of 12/31/2024)
| Award Type | Shares/Units Unvested (#) | Market/Payout Value ($) | Dates |
|---|---|---|---|
| Restricted Stock | 29,732 | 460,251 (at $15.48) | Initial vest dates: 3/13/2023; 3/15/2024; 3/14/2025 |
| PSUs (2022/2023/2024 cycles) | 49,904 unearned | 772,514 (at $15.48; subject to TSR outcomes) | Performance periods end 12/31/2024, 12/31/2025, 12/31/2026 |
Director Governance (not applicable)
- Hooker is an executive officer, not a director; no board committee memberships or director compensation applicable .
Risk Indicators & Red Flags
- Hedging prohibited; pledging not addressed—no pledging disclosure for Hooker .
- Options repricing: LTIP prohibits option/SAR repricing without shareholder approval; no options outstanding .
- Clawbacks present under LTIP .
- Section 16 reporting: 2023 proxy notes Hooker was delinquent on one Form 4 filing during 2023 .
Investment Implications
- Pay-for-performance alignment: Hooker’s equity mix has shifted higher risk/at-risk over time (PSU target ~50% of salary in 2022 to ~100% in 2024), with performance metrics anchored to ATSR/RTSR and peer-relative outcomes—supporting alignment with shareholder value creation .
- Retention and change-in-control economics: Post–Jul 2025 Executive Severance Plan standardizes severance; Hooker’s 1.5x general termination and 2x CIC multipliers plus medical coverage lower uncertainty and could modestly reduce departure risk, while PSU and RS award accelerations under certain termination scenarios maintain retention hooks .
- Ownership and guidelines: Beneficial holding of ~0.44% and significant unvested equity suggest meaningful skin-in-the-game; new 3x salary ownership guideline reinforces alignment, though compliance status not disclosed .
- Governance quality: Use of independent consultants (NFP, Meridian), no options or repricing features, and clawback policies are positive; hedging prohibition strengthens alignment, but lack of explicit pledging policy disclosure is a monitoring point .