Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
The Board of Directors (the Board) of Nine Energy Service, Inc.
(the Company) has appointed Guy Sirkes as the Senior Vice President and Chief Financial Officer (principal financial officer) of the Company, effective as of March 31, 2020. Mr. Sirkes succeeds Clinton Roeder in connection with
the termination of Mr. Roeders employment as the Senior Vice President and Chief Financial Officer on March 31, 2020.
Mr. Sirkes, age 34, has served as Vice President, Strategic Development of the Company since March 2019. Mr. Sirkes was previously
an Executive Director with J.P. Morgans Oil & Gas Investment Banking group, where he worked from July 2007 through March 2019, spending time in both Houston, Texas and Sydney, Australia. During his time at J.P. Morgan, Mr. Sirkes
executed equity, debt and mergers and acquisitions transactions. Mr. Sirkes holds a Bachelor of Arts Degree in Mathematical Economic Analysis from Rice University.
In connection with his appointment, Mr. Sirkes entered into an employment agreement (the Sirkes Employment Agreement) with
the Company and its subsidiary, Nine Energy Service, LLC (the Employer), effective as of March 31, 2020. The Sirkes Employment Agreement provides for a three-year initial term with automatic renewals for additional one-year periods unless either Mr. Sirkes or the Employer gives written notice of non-renewal at least 60 days prior to the expiration of the then-current initial term or
renewal term.
The Sirkes Employment Agreement provides for an initial annualized base salary of $380,000 and a discretionary annual bonus
under the Employers annual cash incentive bonus program based on the achievement of certain performance targets established by the Board. The Sirkes Employment Agreement provides for an initial target bonus opportunity of 80% of base salary
and initial maximum bonus opportunity of 160% of base salary. In addition, pursuant to the Sirkes Employment Agreement, Mr. Sirkes is eligible to receive annual equity compensation awards pursuant to the Companys 2011 Stock Incentive Plan
(the Stock Incentive Plan) on such terms and conditions as determined by the Board or a committee thereof.
The Sirkes
Employment Agreement provides that, if Mr. Sirkes is terminated (i) by the Employer without cause (as defined in the Sirkes Employment Agreement), including upon the expiration of the then-existing initial term or renewal term,
as applicable, as a result of the Employers non-renewal of the term of the Sirkes Employment Agreement, or (ii) by Mr. Sirkes for good reason (as defined in the Sirkes Employment
Agreement) (each, a Qualifying Termination), then, provided that Mr. Sirkes timely executes and does not revoke a release in a form acceptable to the Employer and abides by the restrictive covenants included in the Sirkes Employment
Agreement, Mr. Sirkes will be eligible to receive:
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a severance payment in an aggregate amount equal to Mr. Sirkes severance multiple of one multiplied by
the sum of: (x) Mr. Sirkes base salary for the year in which such termination occurs and (y) his then-current target annual bonus, payable in 12 substantially equal installments;
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a prorated annual bonus for the year in which such Qualifying Termination occurs, subject to achievement of the
applicable performance criteria;
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if Mr. Sirkes elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended (COBRA), monthly reimbursement for the amount paid by Mr. Sirkes to continue such coverage for up to 18 months following the date of such Qualifying Termination; and
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accelerated vesting of all outstanding time-based equity awards held by Mr. Sirkes on the date of such
Qualifying Termination (equity awards subject to performance requirements will remain subject to the terms and conditions set forth in the applicable award agreement).
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In the event Mr. Sirkes experiences a Qualifying Termination within the 24-month period
immediately following a corporate change (as defined in the Stock Incentive Plan), then Mr. Sirkes will be eligible to receive the payments and benefits described above, except that: (i) his severance multiple will be increased
from one to two; and (ii) all outstanding equity awards held by Mr. Sirkes on the date of such Qualifying Termination will become immediately fully vested (determined based on target performance for awards then subject to performance
requirements).
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