Print Page  Close Window

SEC Filings

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

 
 
Fees Earned or Paid in Cash ($)
 
Stock Awards ($) (1)
 
 
Name
 
 
 
Total ($)
Scott D. Vogel
$125,000
 
$—
 
$125,000
Sherman K. Edmiston III
$135,000
 
$—
 
$135,000
H.H. Tripp Wommack, III
$145,000
 
$—
 
$145,000
Steven H. Pruett
$135,000
 
$—
 
$135,000
C. Christopher Gaut
$135,000
 
$—
 
$135,000
_________________________
(1)
No grants were made to directors in 2017. In 2017, the compensation committee determined to grant the director’s annual equity awards relating to the 2017 calendar year on January 2, 2018. Due to SEC rules regarding timing of the disclosure of equity awards, the awards relating to the 2017 calendar year are not reflected within the table above. The January 2, 2018 grant to directors was made pursuant to the 2016 ECIP and consisted of 10,603 shares of RSUs granted to each non-employee director that will vest in four equal quarterly installments beginning March 31, 2018. Although the annual equity awards are based on a number of shares having a fair market value of $125,000 on the grant date of the award, because fractional shares are not granted, the amount of the award granted is slightly different than the target award amount. In addition, and as stated above, Mr. Gaut received an additional annual retainer for his service as Lead Director 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. Because fractional shares are not granted, the amount of the award is slightly different than the target award amount. The January 2, 2018 and February 1, 2018 grants will be reflected within the Director Compensation table for the 2018 year.

Compensation Committee Interlocks and Insider Participation

The compensation committee consists of Messrs. Kelln (chair), Kotzubei, Norment, Vogel and Wommack, all of whom are non-employee directors. None of the compensation committee members has served as an officer or employee of Key and none of Key’s executive officers has served as a member of a compensation committee or board of directors of any other entity that has an executive officer serving as a member of the Board. Because the Company currently qualifies as a “Controlled Company” under the NYSE Rule 303A, we are permitted, and have elected, to opt out of the NYSE rules that would otherwise require our compensation committee to be comprised entirely of independent directors. Both Messrs. Vogel and Wommack qualify as independent for NYSE purposes.

CEO Pay Ratio Calculations

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Robert Drummond, our Chief Executive Officer (our “CEO”).

For 2017, our last completed fiscal year:

The median of the annual total compensation of all employees of our Company (other than the CEO) was $56,999.82; and
The annual total compensation of our CEO, as reported in the 2017 Summary Compensation Table included above in Part III of this Form 10-K, was $5,589,770.
Based on this information, for 2017 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was reasonably estimated to be 98.07 to 1.

To identity the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:

We determined that, as of December 1, 2017, our employee population consisted of approximately 3009 individuals with all of these individuals located in the United States (as reported in Part I, Item 1 of this Form 10-K). This population consisted of our full-time, part-time, and temporary employees, as we do not have seasonal workers.

126