Michael Kearney
About Michael C. Kearney
Michael C. Kearney, age 76, is Chairman of the Board and an independent Class I director of Ranger Energy Services, Inc., serving since 2018. He brings 25+ years of upstream oilfield services executive and board experience, including prior CEO and CFO roles, and holds a BBA from Texas A&M University and an MS in Accountancy from the University of Houston .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frank’s International N.V. (now Expro) | President & CEO | Sep 2017–Oct 2021 | Led post-IPO transformation; prior Chairman 2015–2021; Lead Supervisory Director 2014–2015; Audit member 2013–2017; Compensation member 2014–2016 |
| DeepFlex Inc. | CEO | Sep 2009–Jun 2013 | Strategy and operations for flexible composite pipe manufacturing |
| DeepFlex Inc. | CFO | Jan 2008–Sep 2009 | Finance leadership |
| Tesco Corporation | EVP & CFO | Oct 2004–Jan 2007 | Corporate finance and reporting |
| Hydril Company | CFO & VP-Administration | 1998–2004 | Finance, administration |
| Core Laboratories Inc. | Director (Lead Director most recently) | 2004–2017 | Board leadership and governance |
| Fairmount Santrol | Director; Audit Committee member | 2015–2018 (to merger) | Financial oversight pre-merger with Unimin |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Expro Group Holdings N.V. (XPRO) | Non-executive Director | 2013–present | Long-standing oilfield services governance experience |
Board Governance
- Current roles: Chairman of the Board; Chair of Nominating & Governance Committee; independent director under NYSE standards .
- Committee assignments: Nominating & Governance (Chair); not listed on Audit or Compensation in 2025 director slate .
- Independence: Affirmatively determined independent; independent for Nominating & Governance membership standards .
- Attendance and engagement: Board held 7 meetings and independent directors met in executive session 3 times in 2024; directors attended 98% of Board and committee meetings on which they served; as Chair, Kearney presides over independent executive sessions and sets agendas .
- Stock ownership guidelines: Adopted Oct 2024—Directors required to hold 5× the annual cash retainer within 5 years; hedging/monetization prohibited by insider trading policy .
- Committee activity levels: Audit met 4 times; Compensation met 3 times; Nominating & Governance met 4 times in 2024 .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Base Director Retainer (cash) | 75,000 | Standard annual retainer |
| Chairman of the Board fee (cash) | 30,000 | Board leadership fee |
| Committee Chair fee (cash) | 10,000 | Nominating & Governance chair |
| Committee Member fee (cash) | — | Not applicable in table for Kearney |
| Total Cash | 115,000 | Sum of cash components |
| Equity (RSUs grant-date fair value) | 100,000 | Annual RSU grant |
| Total | 215,000 | Total director compensation for 2024 |
- Mix signal: Approx. 54% cash / 46% equity based on above amounts, reinforcing alignment via equity while maintaining leadership cash compensation .
Performance Compensation
| Equity Award | Grant Date | Shares Granted | Grant-date Fair Value/Share | Vesting/Settlement |
|---|---|---|---|---|
| RSUs (Annual Director Grant) | Jul 25, 2024 | 8,945 | $11.18 | Directors may elect settlement in 100% stock or 70% stock/30% cash at vest; specific vesting cadence not disclosed for directors . |
No director performance metrics (TSR/EBITDA/etc.) are disclosed for director awards; the annual director equity is time-based RSUs with settlement election .
Other Directorships & Interlocks
| Company | Sector | Role | Overlap/Interlock Considerations |
|---|---|---|---|
| Expro Group Holdings N.V. (XPRO) | Oilfield services | Non-executive Director | Oilfield services adjacency to RNGR; no RNGR-related party transactions disclosed involving Kearney . |
| Core Laboratories Inc. (prior) | Oilfield services | Director (Lead Director most recently) | Historical role; ended 2017 |
| Fairmount Santrol (prior) | Oilfield services/minerals | Director; Audit Committee member | Ended at 2018 merger |
Expertise & Qualifications
- Oilfield services executive experience (CEO, CFO); public company board leadership; financial oversight through audit committee roles and lead directorships .
- Education: BBA (Texas A&M), MS Accountancy (University of Houston) .
- Selected for deep industry and multi-company board experience, relevant to RNGR’s service lines .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | RSUs Outstanding (12/31/2024) | RCUs Outstanding (12/31/2024) |
|---|---|---|---|---|
| Michael C. Kearney | 54,394 | 0.24% (54,394 / 22,975,474) | 6,262 | 2,683 |
| Reference outstanding shares | 22,975,474 | — | — | — |
| Notes | “*” in proxy denotes <1% | Computed from disclosed shares/outstanding | As reported by company | As reported by company |
| Citations: (shares; outstanding), (RSUs/RCUs table). |
- Ownership alignment: Director Stock Ownership Guidelines require 5× cash retainer within 5 years of Oct 2024 adoption; compliance status not disclosed for individual directors .
- Hedging/pledging: Hedging/monetization prohibited under the insider trading policy; no pledging disclosures for Kearney .
Governance Assessment
- Board effectiveness: As Chairman and Nominating & Governance Chair, Kearney drives board composition, succession, and governance practices; independent structure with regular executive sessions and strong meeting attendance supports oversight quality .
- Independence and conflicts: Kearney is affirmatively independent; related-party transactions disclosed involve other directors/officers (BioSqueeze, Aloha, Stallion), with none attributed to Kearney—reducing conflict risk for him personally .
- Pay-for-performance and alignment: Director pay combines cash leadership fees with annual RSUs and newly adopted ownership guidelines (5× retainer), plus clawback applicability under LTIP—supporting alignment and accountability .
- Risk indicators: No director-specific legal proceedings, loans, or tax gross-ups disclosed; hedging prohibited; compensation committee interlocks absent in 2024; committee expertise supported by financial experts on Audit (not Kearney), and robust committee cadence .
RED FLAGS: None disclosed specific to Kearney; potential interlock sensitivity exists given his Expro directorship in the same industry, but the proxy reports no related-party transactions involving him .