UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
2025 Short-Term Incentive Program
On February 19, 2025, the compensation committee of the board of directors (the “Committee”) of Archrock, Inc. (the “Company” or “us”) adopted a short-term incentive program (the “2025 Incentive Program”) to provide the short-term cash incentive compensation element of our total direct compensation program for this year. The Committee set the cash incentive target under the 2025 Incentive Program for each of our named executive officers set forth below (the “Named Executive Officers”), as a specified percentage of his or her respective eligible earnings.
Executive Officer |
| Title |
| 2025 Cash |
D. Bradley Childers |
| President and Chief Executive Officer |
| 125 |
Douglas S. Aron |
| Senior Vice President and Chief Financial Officer |
| 90 |
Stephanie C. Hildebrandt |
| Senior Vice President, General Counsel and Secretary |
| 75 |
Jason G. Ingersoll |
| Senior Vice President, Sales and Operations Support |
| 75 |
Eric W. Thode |
| Senior Vice President, Operations |
| 75 |
Each Named Executive Officer’s potential cash incentive payout ranges from 0% to 200% of his or her respective target, as may be adjusted by the Committee in its discretion.
Actual payouts under the 2025 Incentive Program will be based on the Committee’s assessment of our performance for 2025 relative to the following performance indicators, as well as such other factors or criteria that the Committee in its discretion deems appropriate:
· | Adjusted EBITDA – a non-GAAP measure, defined as net income (loss) excluding interest expense, income taxes, depreciation and amortization, long-lived and other asset impairment, restructuring charges, unrealized change in fair value of investment in unconsolidated affiliate, non-cash stock-based compensation expense, amortization of capitalized implementation costs and other items; |
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· | Sustainability – comprised of environmental, safety and talent metrics; and |
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· | Operating team performance – to be assessed by metrics established for and applicable to our operations, operations support and sales teams. |
The Committee intends to award performance-based short-term incentive compensation under the 2025 Incentive Program based on its assessment of: (i) for each Named Executive Officer, the factors listed above, provided, however, that operating team performance is applicable to Messrs. Ingersoll and Thode only, (ii) each Named Executive Officer’s individual contribution toward our company and/or operating unit performance, including his or her demonstrated leadership and implementation of our business strategy, (iii) the recommendations of our Chief Executive Officer (other than with respect to himself), and (iv) any other factors or criteria that the Committee may choose to consider, in its discretion. The Committee has reserved the right to modify the target levels of one or more of the performance indicators, in its discretion based on internal and external developments during the course of 2025.
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Adjustments to Base Salaries for 2025
On February 19, 2025, the Committee set the 2025 annual base salaries of our Named Executive Officers as follows, to be effective April 2025:
Executive Officer |
| Title | Prior Base Salary ($) |
| New Base Salary ($) | |
D. Bradley Childers |
| President and Chief Executive Officer | 925,000 | 950,000 | ||
Douglas S. Aron |
| Senior Vice President and Chief Financial Officer | 590,000 | 610,000 | ||
Stephanie C. Hildebrandt |
| Senior Vice President, General Counsel and Secretary | 535,000 | 550,000 | ||
Jason G. Ingersoll |
| Senior Vice President, Sales and Operations Support | 455,000 | 470,000 | ||
Eric W. Thode |
| Senior Vice President, Operations | 455,000 | 470,000 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ARCHROCK, INC. | ||
By: | /s/ Stephanie C. Hildebrandt | |
Stephanie C. Hildebrandt | ||
Senior Vice President, General Counsel and Secretary | ||
February 24, 2025 | ||
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