Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Effective as of December 30, 2019, Robert Saltiel resigned as the President and Chief
Executive Officer and as a member of the Board of Directors (the “Board”) of Key Energy Services, Inc. (“Key” or the “Company”).
On December 30, 2019, the Company announced that the Board appointed J. Marshall Dodson, the Company’s current Senior Vice President, Chief Financial
Officer and Treasurer, as Interim Chief Executive Officer of the Company, effective as of December 30, 2019. Mr. Dodson is expected to serve as the Interim Chief Executive Officer until the Company completes its search process for a successor Chief
Executive Officer. Mr. Dodson will continue to fulfill his responsibilities as Senior Vice President, Chief Financial Officer and Treasurer during the interim period.
Mr. Dodson, age 48, has served as the Company’s Senior Vice President, Chief Financial Officer and Treasurer since 2013. Mr. Dodson served as Senior Vice
President, Chief Financial Officer and Interim Chief Executive Officer from May 11, 2018 through August 20, 2018. Mr. Dodson first joined the Company as Vice President and Chief Accounting Officer on August 22, 2005 and served in that capacity
until being appointed Vice President and Treasurer on June 8, 2009. In addition, from February 6, 2009 until March 26, 2009, Mr. Dodson served in the additional capacity as interim principal financial officer. Prior to joining Key, Mr. Dodson served
in various capacities at Dynegy, Inc. from 2002 to August 2005, most recently serving as Managing Director and Controller, Dynegy Generation. Mr. Dodson started his career with Arthur Andersen LLP in Houston, Texas in 1993, serving most recently as
a senior manager prior to joining Dynegy, Inc. Mr. Dodson received a BBA from the University of Texas at Austin in 1993. Mr. Dodson served as a director for Enduro Resource Partners LLC, a private exploration and production company from November
2017 until July 2018.
Mr. Dodson is party to an employment agreement with the Company, dated as of March 25, 2013, as described in the Company’s
definitive proxy statement on Schedule 14A filed March 15, 2019. In connection with his appointment as Interim Chief Executive Officer, Mr. Dodson entered into a letter agreement with the Company (the “Letter Agreement”) increasing his
annual base salary to $575,000 during his tenure as Interim Chief Executive Officer and, in the event that the Board appoints someone other than Mr. Dodson as Chief Executive Officer of the Company and Mr. Dodson elects to terminate his employment
at that time, providing that Mr. Dodson may accelerate the payment of a retention bonus as set forth in a retention bonus letter agreement entered into with the Company, to be paid in a lump sum cash payment. The foregoing description of the Letter
Agreement is qualified in its entirety by reference to the full text of the Letter Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. There are no related-party transactions that
would be required to be disclosed under Item 404(a) of Regulation S-K with respect to Mr. Dodson.
In connection with his resignation, the Company and Mr.
Saltiel entered into a Separation and General Release Agreement pursuant to which Mr. Saltiel will be entitled to receive, in a lump sum payment, $2,500,000, and Mr. Saltiel provided to the Company a customary release. The foregoing description of
the Separation and General Release Agreement is qualified in its entirety by reference to the full text of the Separation and General Release Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by
reference.
A copy of the press release the Company issued regarding this transition is attached hereto as Exhibit 99.1.