Print Page  Close Window

SEC Filings

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

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Name
 
Non-Renewal(1)
 
For Cause or Voluntary Resignation(2)
 
Death(3)
 
Disability(4)
 
Without Cause or For Good Reason(5)
 
Change of Control (No Termination)(6)
 
Change of Control and Termination(7)
Katherine I. Hargis
 
 
 
 
 
 
 
 
 
 
 
 
 
     Cash Severance
$
300,000

 
$

 
$
300,000

 
$
300,000

 
$
300,000

 
$

 
$
300,000

     RSU(8)
$
766,350

 
$

 
$
766,350

 
$
766,350

 
$
766,350

 
$

 
$
766,350

     Health & Welfare(9)
$
23,225

 
$

 
$
23,225

 
$
23,225

 
$
23,225

 
$

 
$
23,225

Total Benefit
$
1,089,575

 
$

 
$
1,089,575

 
$
1,089,575

 
$
1,089,575

 
$

 
$
1,089,575

_________________________
(1)
Represents compensation payable if Key does not renew the NEO’s employment agreement after the initial term or any extension of the agreement.

(2)
Represents compensation payable if Key terminates the NEO’s employment for “Cause” or the NEO otherwise resigns without “Good Reason” as defined in the respective employment agreements.

(3)
Represents compensation due to the NEO’s estate upon his or her death.

(4)
Represents compensation payable to the NEO upon termination following determination of NEO’s permanent disability.

(5)
Represents compensation due to the NEO if terminated by Key without “Cause” or for Messrs. Drummond and Dodson, if the NEO resigns for “Good Reason,” as each such term is defined in the respective employment and equity agreements.

(6)
Represents payments due to the NEO in connection with a “Change of Control” (as defined in the respective employment and equity agreements) in which the NEO is not terminated.

(7)
Represents payments due to the NEO if the NEO is terminated without “Cause” or for “Good Reason” in connection with a “Change of Control” (as such terms are defined in the respective employment and equity agreements).

(8)
Represents the value of accelerated vesting of RSUs determined by multiplying the number of awards vesting by $11.79, the closing price on December 29, 2017 (and for performance-based RSUs, assuming target performance).

(9)
Represents the value of health and welfare benefits at December 31, 2017 determined under each NEO’s employment agreement.

(10)
Represents the benefit of a promotion award for Mr. Drummond pursuant to the Revised Promotion Bonus Agreement by and between the Company and Mr. Drummond, dated April 6, 2016.

Director Compensation

Pursuant to the compensation program for independent directors adopted by our compensation committee in connection with the Company’s reorganization, our independent directors receive an annual fee equal to $125,000. The independent directors also receive an annual equity award having a fair market value of $125,000 (which for 2017 was granted in the form of RSUs), and are reimbursed for travel and other expenses directly associated with Key business. Additionally, the chair of the audit committee receives an additional $20,000 per year for his service. All members of the audit committee, excluding the chair receive an additional $10,000 per year for their service. All annual director fees are paid in quarterly installments. In January 2018, the compensation committee determined to grant an additional annual retainer to the Lead Director for his service in the amount of 676 shares of restricted stock equal to $10,000. This award was granted to Mr. Gaut on February 1, 2018 and will vest in four equal quarterly installments beginning March 31, 2018.

The following table discloses the cash and equity awards earned, paid or awarded, as the case may be, to each of our independent directors during the fiscal year ended December 31, 2017. As a director who is also an employee, Mr. Drummond received no additional compensation for his service as a director and, as directors who are not considered independent for NYSE purposes, Messrs. Norment, Kotzubei and Kelln and Ms. Sigler received no additional compensation for their services as a director; thus these directors are not included in the following table:

125