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SEC Filings

10-K
KEY ENERGY SERVICES INC filed this Form 10-K on 02/28/2018
Entire Document
 

(1) Amounts reflect Mr. Miller’s target bonus opportunity equal to 80% of base salary, actual performance as described above and the compensation committee’s exercise of negative discretion to cap Adjusted EBITDA earnings 100% and reduce Mr. Miller’s actual bonus paid by 3%.

Katherine I. Hargis
Performance Metric
Base Salary
 
Performance Metric Weighting
 
Original Target Bonus Opportunity
 
Revised Target Bonus Opportunity
 
Maximum Bonus Opportunity
 
Actual Bonus Paid(1)
 
 
 
 
 
First Performance Period (weighted 12.5%)
Adjusted EBITDA
$
300,000

 
80
%
 
$
48,000

 
$
24,000

 
$
30,240

 
$
23,280

Safety
$
300,000

 
10
%
 
$
6,000

 
$
3,000

 
$
3,000

 
$
1,455

Free Cash Flow
$
300,000

 
10
%
 
$
6,000

 
$
3,000

 
$
3,000

 
$

Total Bonus - First Performance Period
 
 
 
$
60,000

 
$
30,000

 
$
36,240

 
$
24,735

Second Performance Period (weighted 12.5%)
Adjusted EBITDA
$
300,000

 
80
%
 
$
48,000

 
$
24,000

 
$
30,240

 
$
14,355

Safety
$
300,000

 
10
%
 
$
6,000

 
$
3,000

 
$
3,000

 
$

Free Cash Flow
$
300,000

 
10
%
 
$
6,000

 
$
3,000

 
$
3,000

 
$

Total Bonus - Second Performance Period
 
 
 
$
60,000

 
$
30,000

 
$
36,240

 
$
14,355

Third Performance Period (weighted 25%)
Adjusted EBITDA
$
300,000

 
80
%
 
$
48,000

 
$
48,000

 
$
60,480

 
$
46,560

Safety
$
300,000

 
10
%
 
$
6,000

 
$
6,000

 
$
6,000

 
$

Free Cash Flow
$
300,000

 
10
%
 
$
6,000

 
$
6,000

 
$
6,000

 
$

Total Bonus - Third Performance Period
 
 
 
$
60,000

 
$
60,000

 
$
72,480

 
$
46,560

Fourth Performance Period (weighted 25%)
Adjusted EBITDA
$
300,000

 
80
%
 
$
48,000

 
$
48,000

 
$
60,480

 
$
46,560

Safety
$
300,000

 
10
%
 
$
6,000

 
$
6,000

 
$
6,000

 
$

Free Cash Flow
$
300,000

 
10
%
 
$
6,000

 
$
6,000

 
$
6,000

 
$

Total Bonus - Fourth Performance Period
 
 
 
$
60,000

 
$
60,000

 
$
72,480

 
$
46,560

Total Bonus
 
 
 
 
 
$
240,000

 
$
180,000

 
$
217,440

 
$
132,210

(1) Amounts reflect Ms. Hargis’ target bonus opportunity equal to 80% of base salary, actual performance as described above and the compensation committee’s exercise of negative discretion to cap Adjusted EBITDA earnings 100% and reduce Ms. Hargis’ actual bonus paid by 3%.

2017 Equity Award Grants

Overview:

As previously noted, the compensation committee made grants to certain employees, including each of the NEOs, of option awards upon our emergence from bankruptcy and of time-based and performance-based restricted stock units and options on December 20, 2016, each as described below. As a result, the Company did not make any annual grants of equity awards to the NEOs in 2017 for 2017 performance. However, the Company made additional grants of equity awards to Ms. Hargis in September 2017 in connection with her promotion to Senior Vice President, General Counsel and Secretary and made the Replacement Awards as described above and below on December 31, 2017.

On November 29, 2017, the compensation committee confirmed that the first tranche of the 2016 Awards would vest as scheduled in December 2017, subject to the satisfaction of the original vesting terms. Accordingly, the first tranche of all outstanding 2016 Awards (including the awards granted to Ms. Hargis in September 2017 in connection with her promotion) vested in December 2017.

The compensation committee also determined to permit the holders of 2016 Awards to elect to forfeit the remainder of the 2016 Awards that did not vest in December 2017 in exchange for Replacement Awards consisting 50% of Time RSU Awards and 50% of Performance RSU Awards. Each of the NEOs elected to forfeit the remainder of the 2016 Awards in exchange for Replacement Awards, and Replacement Awards were granted on December 31, 2017.
Hargis Awards
On September 12, 2017, in connection with her promotion to Senior Vice President, General Counsel and Secretary, Ms. Hargis received an additional grant of 11,848 shares of time-based restricted stock units, 11,848 shares of performance-based restricted stock units with a fair market value of $302,361 based on the closing stock price of $12.76 per share on September 12,

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