Stuart Bodden

About Stuart Bodden

Stuart N. Bodden (age 55) is President, CEO, and a Class II director of Ranger Energy Services, Inc. (RNGR) since September 2021; he holds a B.S. from Brown University and an MBA from the University of Texas at Austin . Under his tenure, 2024 revenue was $571.1 million and net income $18.4 million, with cumulative TSR improving materially as the “value of initial $100 investment” rose to 153.65 by year-end 2024 from 100.58 in 2023; management highlighted record performance in core segments and capital returns (dividends/buybacks) in 2024 .

Past Roles

External Roles

Fixed Compensation

Multi-year cash compensation detail (actual paid/earned):

Notes:

• 2024 annualized base salary was $600,000; NEOs voluntarily reduced salaries for six months, reinstated October 2024 .
• Other comp includes 401(k) contributions, HSA, life insurance, and dividend equivalents .

Performance Compensation

• Equity mix and grants:

  • Stock awards (grant-date fair value): $2,006,053 (2024), $2,016,322 (2023), $771,986 (2022) .
  • The company uses Restricted Stock (time-based, 3-year ratable vesting) and Performance Stock Units (PSUs, 3-year performance cycles) .

• Incentive plan metrics and structure (PSUs): | Award Year | Metric | Weight | Threshold | Target | Max | Special conditions | |---|---|---|---|---|---|---| | 2022–2024 PSUs | Absolute TSR (ATSR) | 50% | 10% growth → 25% payout | 50% growth → 100% payout | 75% growth → 200% payout | For 2024 “floor” awards, no vest if VWAP last 30 trading days < $14.50 | | 2022–2024 PSUs | Relative TSR (RTSR vs peer group) | 50% | Below 30th percentile → 0% | 50th percentile → 100% payout | 100th percentile → 200% payout | Cap at 100% if company price down ≥15% vs start (2023/2024 awards) or falls below $12.33 (2023 “floor”); 2024 “floor” also requires VWAP ≥ $14.50 |

• PSU Amendment (dividend treatment): In 2024 the Compensation Committee amended PSU agreements so ATSR includes dividends (consistent with RTSR), with an incremental 2022 award benefit < $30,000 per NEO; annual accounting impact immaterial .

• Outstanding equity as of 12/31/2024 (Bodden): | Type | Unvested/Unearned Units (#) | Market/Payout Value ($) | Key vesting terms | |---|---:|---:|---| | Restricted Stock | 100,411 | 1,554,362 (at $15.48) | Vests 1/3 annually from initial dates: 8,520 (3/13/23); 33,639 (3/15/24); 58,252 (3/14/25) | | PSUs | 220,720 (unearned) | 3,416,746 (at $15.48) | 3-year performance cycles ending 12/31/2024, 12/31/2025, 12/31/2026 |

• Options: Company has never awarded stock options; 2024 grants were RS/PSU only .

Equity Ownership & Alignment

Employment Terms

• Term and renewal: One-year term with automatic one-year renewals (unless non-renewed) .
• Severance (termination without Cause or resignation for Good Reason): 1x current base salary, pro-rated bonus, 12 months health reimbursement; accelerated vesting of inducement equity; if termination within 12 months of a change in control, all unvested equity-based awards vest .
• Change-in-control treatment (PSUs): If change in control during performance cycle followed by termination without cause within two years, unvested PSUs vest at target; death/disability also vest PSUs at target .
• RS acceleration on separation: If terminated without cause or resigns for good reason, unvested RS that would have vested by first anniversary of termination vest; death/disability → all RS vest .
• Restrictive covenants: Non-compete and non-solicit generally apply during employment and 18–24 months post-termination .
• Clawback: Awards subject to forfeiture/clawback under company policy .

Board Governance

• Role and tenure: Class II Director since 2021; term expires 2026 .
• Board structure: Chair (Michael Kearney) separate from CEO; 5 of 6 directors independent (Bodden not independent as employee director) .
• Committees: Bodden serves on no board committees .
• Board/committee activity: Board met 7 times in 2024; directors’ attendance was 98%; independent directors held 3 executive sessions .

Director Service and Compensation Context (for dual-role considerations)

• Separation of Chair and CEO provides independent oversight; committee memberships (Audit, Compensation, Nominating) consist entirely of independent directors .
• Independent director pay structure (for governance benchmarking): $75k base cash retainer; Chair +$30k; Committee chairs +$10–15k; members +$5k; annual RSU ~$100k; mix includes option to take 70% stock/30% cash for vested units .

Company Performance Under Bodden (context for pay-for-performance)

Management highlighted record performance in High Spec Rigs and strong capital returns (repurchased 1.52M shares in 2024; >40% of 2024 FCF returned; quarterly dividend raised 20% to $0.06) .

Compensation Structure Analysis

• Cash vs equity mix: Equity represents the majority of reported compensation value (2024 stock awards ~$2.0M vs salary ~$565k and cash bonus ~$355k), reinforcing at-risk alignment .
• Shift in incentives: PSU target values increased materially for CEO (approx. 200% of base salary in 2023–2024 vs ~75% in 2022), raising performance-linked exposure .
• Metric rigor: PSUs use both absolute and relative TSR with explicit floors/caps and VWAP “floor” conditions for 2024 awards; 2024 amendment to include dividends aligns ATSR with TSR conventions; incremental benefit to 2022 awards < $30k per NEO .
• Governance safeguards: No single-trigger vesting on change in control; clawback in place; no option repricing without stockholder approval .
• Dilution outlook: Board seeks to add 1,000,000 shares to LTIP to maintain competitive equity programs through ~2028 (total available post-approval would be ~1.69M) .

Related Party Transactions (oversight and red flags)

Compensation Peer Group (for PSUs; relative TSR)

• 2022 PSUs peer set included: Dril-Quip, Exterran, KLX Energy Services, Mammoth, NCS Multistage, Newpark (now NPK International), RPC, Select Energy Services (now Select Water Solutions), Solaris Oilfield Infrastructure (now Solaris Energy Infrastructure), U.S. Well Services .
• 2023/2024 PSUs peer set updated: Adds ProPetro and Oil States; reflects industry changes and rebrandings .

Say-on-Pay & Committee Process

• Annual say-on-pay advisory vote recommended “FOR” by the Board .
• Independent compensation consultant transitioned from NFP to Meridian in November 2024; Meridian advises on peers, total comp, AIP/LTIP design, and director pay .

Risk Indicators & Controls

• Hedging/pledging prohibited; margin purchases prohibited (reduces misalignment/forced selling risks) .
• No automatic single-trigger vesting on change-in-control; double-trigger vesting for PSUs/awards per plan and agreements .
• Clawback policy applies to awards .

Investment Implications

• Alignment: High equity mix (PSUs + RS) with explicit TSR hurdles and VWAP floors ties realized pay to shareholder outcomes; no hedging/pledging and new ownership guidelines (3x salary) further strengthen alignment .
• Retention risk: Contract economics are modest (1x salary severance plus pro-rated bonus and health), suggesting limited “golden parachute” risk; performance equity and substantial personal share ownership (~341k shares) support retention but also imply potential selling around vest dates; hedging/pledging bans mitigate pressure .
• Governance: Chair/CEO separation and independent committees reduce dual-role concerns; Bodden holds no committee seats, addressing independence issues that arise when executives chair committees .
• Dilution vs talent: Proposed LTIP share increase extends runway for equity grants through ~2028, balancing competitive pay needs with shareholder dilution; continued buybacks/dividends can offset dilution and signal confidence .
• Performance setup: TSR improved sharply in 2024; however, revenue and EBITDA declined year-over-year, and wireline headwinds persisted; PSU design will translate these fundamentals into realized pay, offering trading cues as vesting determinations approach .

Appendix: Summary Compensation Table (Bodden)