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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On December 16, 2019, NexTier Oilfield Solutions Inc. (the “Company”) announced that Kenneth Pucheu, previously the Company’s Vice President, Finance, has been appointed Chief Financial Officer of the Company, effective December 16, 2019. Mr. Pucheu replaces Jans Kees van Gaalen, who departed the Company from his role as Executive Vice President and Chief Financial Officer of the Company effective December 13, 2019. Mr. van Gaalen’s separation from the Company is not the result of any issue, concern or disagreement with the Company's accounting, financial reporting or internal control over financial reporting.
Mr. Pucheu, age 42, served as Vice President of Finance at Keane Group Inc. since 2016 and NexTier since October 2019. Prior to joining Keane, Mr. Pucheu held various senior level finance roles at Schlumberger Limited since 2001.
The Company issued a press release today announcing Mr. van Gaalen’s departure and the appointment of Mr. Pucheu as Chief Financial Officer. A copy of the press release is furnished as Exhibit 99.1 to this report.
In connection with Mr. Pucheu’s appointment as the Company’s Chief Financial Officer, the Compensation Committee of the Board approved an amendment to Mr. Pucheu’s existing employment agreement to provide for the title change and an increase in Mr. Pucheu’s base salary to $375,000 per year. Mr. Pucheu was already eligible under his employment agreement to receive a target short term incentive award equal to 75% of Mr. Pucheu’s base salary and a target long-term incentive award equal programs generally offered by the Company to employees in roles with similar levels of responsibility.
The foregoing summary of the amendments to Mr. Pucheu’s employment agreement is qualified in its entirety by the provisions of his amended and restated employment agreement, which is incorporated by reference to Exhibit 10.1 to this Form 8-K.
In addition to the compensation that Mr. Pucheu will receive as Chief Financial Officer, Mr. Pucheu has entered into the Company’s standard form of indemnification agreement. A form of the indemnification agreement was previously filed by the Company as Exhibit 10.11 to the Company’s Current Report on Form 8-K filed on October 31, 2019.
There are no arrangements or understandings between Mr. Pucheu and any other persons pursuant to which he was appointed as the Chief Financial Officer of the Company, and Mr. Pucheu has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Pucheu does not have a familial relationship with any member of the board of directors or any executive officer of the Company.
In connection with the termination of his employment agreement, Mr. van Gaalen, is entitled to receive the termination payments and equity vesting described in his employment agreement for termination without cause during a “protected period”, which, with respect to certain provisions, will require his entry into a release agreement during the time period specified in his employment agreement.