Melissa Cougle
About Melissa Cougle
Executive Vice President and Chief Financial Officer of Ranger Energy Services since February 2025; previously CFO from June 2022 to February 2025. Age 48. She is a CPA with a B.S. from Louisiana State University, NACD Directorship Certified, and holds a cybersecurity oversight accreditation; she serves on Tidewater Incorporated’s board (Audit Chair) and on the Energy Workforce & Technology Council advisory board . Company performance during her tenure includes 2024 revenue of $571.1M, Adjusted EBITDA of $78.9M, and Free Cash Flow of $50.4M; cumulative TSR (base $100 from 12/31/2021) was $153.65 for 2024, reflecting strong stock gains and capital returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Expro Group Holdings N.V. (Frank’s International N.V.) | Chief Financial Officer | May 2019 – Nov 2021 | Led public-company finance functions during industry volatility; board-level governance carried over to RNGR pay-for-performance design |
| National Energy Services Reunited Corp. (NESR) | Chief Financial Officer | May 2018 – May 2019 | Built public reporting, controls and capital markets readiness in OFS context |
| Ensco plc / Pride International | Various finance leadership roles (VP–Treasurer; VP–Integration; Director of Internal Audit; Director of Finance & Administration) | 2005 – 2018 | Deepened treasury, integration, audit and financial controls; experience relevant to RNGR capital discipline |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Tidewater Incorporated (TDW) | Director; Audit Committee Chair; Safety & Sustainability Committee member | Current | External governance and audit expertise |
| Energy Workforce & Technology Council | Advisory Board | Current | Sector network and policy insight |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $204,615 | $400,000 | $412,000 |
| Cash Bonus (actual) | $216,892 | $240,927 | $281,634 |
| All Other Compensation | $35 | $13,290 | $12,320 |
| Total Compensation | $879,476 | $1,374,344 | $1,412,853 |
All other compensation detail:
- 2024: Life insurance $90; 401(k) company contributions $10,350; dividend equivalents $1,880
- 2023: Life insurance $90; 401(k) company contributions $13,200
Base salary policy and 2024 adjustments:
- Annualized base salaries in 2024: Cougle $440,000; executive voluntary reduction to prior-year levels for six months; reinstated October 2024 .
Performance Compensation
Long-Term Incentives Structure and Weighting
| Component | Target sizing | Metric | Weight | Threshold | Target | Maximum | Performance Period | Payout mechanics |
|---|---|---|---|---|---|---|---|---|
| PSUs (2022 grants) | ~50% of base salary (Cougle) | Absolute TSR (ATSR); Relative TSR (RTSR) | 50% ATSR / 50% RTSR | ATSR: ≥10% → 25% of component; RTSR: ≥30th percentile → 50% | ATSR: +50% → 100%; RTSR: ≥50th percentile → 100% | ATSR: +75% → 200%; RTSR: 100th percentile → 200% (caped to 100% if certain price declines/floors triggered) | 1/1/2022–12/31/2024 | Board determines actual payout post period; not yet disclosed |
| PSUs (2023 grants) | ~100% of base salary (Cougle) | ATSR; RTSR (with floor constraints) | 50% / 50% | ATSR threshold 10%; RTSR ≥30th percentile; RTSR max capped to 100% if ≥15% price decline vs grant | As above | As above; plus RTSR floor $12.33 on 2023 floor awards | 1/1/2023–12/31/2025 | Not yet disclosed |
| PSUs (2024 grants) | ~100% of base salary (Cougle) | ATSR; RTSR (with VWAP floor) | 50% / 50% | ATSR floor VWAP ≥$14.50 for any vesting; RTSR threshold ≥30th percentile | As above | As above; RTSR max subject to price decline constraint | 1/1/2024–12/31/2026 | Not yet disclosed |
| Restricted Stock | ~50% of base salary (Cougle, annual) | Time-based | — | — | — | — | 3-year ratable vest (annually) | Accelerated vesting on certain terminations (see Employment Terms) |
Additional features:
- PSU amendment (2024): Added dividend treatment to ATSR to mirror RTSR; incremental benefit < $30,000 per NEO for 2022 PSUs; future impact depends on performance; annual accounting impact immaterial .
- Company has never awarded stock options; grants are Restricted Stock, RSUs (directors), and PSUs .
Outstanding equity at 12/31/2024:
| Type | Units | Market value basis |
|---|---|---|
| Unvested Restricted Stock | 40,009 | $619,339 at $15.48/share |
| Unearned PSUs (2022–2024 grants, at target) | 80,616 | $1,247,936 at $15.48/share |
Restricted Stock scheduled vesting (initial vest dates; 3-year ratable):
| Grant tranche | Unvested shares | Initial vest date |
|---|---|---|
| 2023 grant | 6,417 | 3/13/2023 |
| 2024 grant | 12,233 | 3/15/2024 |
| 2025 grant | 21,359 | 3/14/2025 |
Compensation consultants and governance:
- Compensation Committee engaged Meridian (Nov 2024; independent) and NFP (earlier) for market benchmarking, LTIP/MIP design; CEO/VP HR provide input, Committee retains authority .
Equity Ownership & Alignment
| Ownership metric | Value |
|---|---|
| Beneficial ownership (as of 3/12/2025 record date) | 84,740 shares; less than 1% of voting power |
| Unvested time-based Restricted Stock | 40,009 shares ($619,339 at $15.48) |
| Unearned PSUs outstanding | 80,616 units ($1,247,936 at $15.48) |
| Stock ownership guidelines (adopted Oct 2024) | NEOs: 3x base salary; compliance within five years of adoption or appointment |
| Hedging/Pledging | Hedging prohibited under Insider Trading Policy; pledging not disclosed |
Interpretation:
- The presence of meaningful unvested Restricted Stock and multi-year PSUs creates retention and alignment with absolute/relative TSR and price floors .
- New ownership guidelines formalize “skin-in-the-game” expectations (3x salary) with a 5-year ramp .
Employment Terms
| Topic | Key terms |
|---|---|
| Roles & tenure | Executive Vice President & CFO since Feb 2025; CFO title June 2022–Feb 2025 |
| Employment agreement (pre-Severance Plan) | Initial one-year term with auto-renewals; bonuses under MIP; severance on termination without Cause or resignation for Good Reason includes 1x base salary, pro-rated bonus, 12 months health reimbursement, accelerated vesting of inducement equity and CIC-related equity acceleration (if termination occurs within 12 months of CIC) |
| Restrictive covenants (pre-Severance Plan) | Non-compete/non-solicit generally during employment and for 18–24 months post-termination |
| Executive Severance Plan (Effective 7/24/2025) | Covers all executive officers including Cougle; replaces employment agreements. General termination: 1x base salary; pro-rated target bonus; 12 months medical premiums; outplacement up to $25,000. Change-in-control termination (90 days pre to 2 years post CIC): 2x (EVP) multiple on base salary + target bonus; pro-rated target bonus; 24 months medical premiums . |
| Severance multipliers (plan table) | Cougle: 1x general termination; 2x CIC period |
| Release & covenants (Severance Plan) | Severance subject to release; includes one-year non-compete and non-solicit of certain customers |
Compensation Structure Analysis
| Component (USD) | 2022 | 2023 | 2024 | Commentary |
|---|---|---|---|---|
| Salary | $204,615 | $400,000 | $412,000 | Increased 2023–2024; 2024 annualized at $440k with voluntary mid-year reduction reinstated Oct |
| Bonus (actual) | $216,892 | $240,927 | $281,634 | Bonuses under MIP tied to annual metrics; specific payout formula not disclosed |
| Stock awards (grant-date FV) | $457,934 | $720,127 | $706,899 | Tilt to equity sustained; PSUs increased to ~100% of base salary by 2024; RS ~50% |
| All other comp | $35 | $13,290 | $12,320 | Standard benefits; no tax gross-ups disclosed |
Observations:
- Greater share of performance-based PSUs over time (50%→80%→100% of base salary) increases at-risk pay tied to TSR outcomes and price floors .
- No stock options or repricing; LTIP includes clawback and no single-trigger vesting .
Performance & Track Record
| Company metric | 2023 | 2024 |
|---|---|---|
| Revenue (USD) | — | $571.1M |
| Adjusted EBITDA (USD) | $84.4M | $78.9M |
| Free Cash Flow (USD) | $54.3M | $50.4M |
| TSR (cumulative base $100) | 100.58 (2023) | 153.65 (2024) |
Highlights:
- “Record” revenue and EBITDA in certain service lines; >40% of 2024 FCF returned via dividends and repurchases .
Compensation Peer Group (RTSR benchmarking)
| PSU grant year | Peer group constituents |
|---|---|
| 2022 | Dril-Quip, Exterran, KLX Energy Services, Mammoth Energy, NCS Multistage, Newpark, RPC, Select Energy Services, Solaris Oilfield Infrastructure, U.S. Well Services |
| 2023 | Dril-Quip, ProPetro, KLX Energy Services, Mammoth Energy, Nine Energy Services, Newpark, RPC, Select Energy Services, Solaris Oilfield Infrastructure, Oil States International |
| 2024 | Dril-Quip, ProPetro, KLX Energy Services, Mammoth Energy, Nine Energy Services, Newpark, RPC, Select Water Solutions, Solaris Energy Infrastructure, Oil States International |
Equity Ownership & Vesting Pressure (Dates/Amounts)
- Upcoming vest events: 2025 restricted stock tranche initial vest date 3/14/2025 with 21,359 shares; subsequent annual installments implied by 3-year schedule .
- PSU cycles conclude Dec 31, 2024 (2022 grant), Dec 31, 2025 (2023 grant), Dec 31, 2026 (2024 grant); payout determination pending after each cycle .
Employment Terms (Non-Compete/Non-Solicit)
- Pre-2025 agreements: 18–24 months post-termination restrictions .
- 2025 Severance Plan: one-year non-compete and customer non-solicit tied to severance receipt .
Investment Implications
- Alignment: Strong tilt to at-risk equity via PSUs with absolute/relative TSR, price floors, and dividend inclusion in ATSR enhances pay-for-performance. Ownership guidelines (3x salary) and prohibition on hedging support skin-in-the-game; no options or repricing risk .
- Retention: Significant unvested restricted stock and multi-year PSU cycles create retention hooks; new Executive Severance Plan standardizes severance and adds CIC protection (2x salary+bonus for EVP), with one-year non-compete—moderate retention support without excessive golden parachutes; no tax gross-ups disclosed .
- Trading signals: Upcoming March 2025 restricted stock vest (21,359 shares) could add marginal selling pressure; PSU payouts for 2022 grant to be determined post-2024 performance—monitor disclosures for vest outcomes and any Form 4 activity . Strong 2024 TSR and capital returns suggest incentive payouts will be supported by performance .
- Governance risk: PSU amendment to include dividends is modest and consistent with market practice; LTIP has clawback, no single-trigger, and no repricing; hedging prohibited. Pledging not disclosed—watch future proxies for any pledging statements .