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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 August 7, 2019, Quintana Energy Services Inc. (the “Company”)
announced that the Board of Directors of the Company (the “Board”) appointed Christopher J. Baker, the Company’s Executive Vice President and Chief Operating Officer, as President and Chief Executive Officer of the Company, effective
immediately. Pursuant to the terms of the Company’s existing Second Amended and Restated Equity Rights Agreement, the Board also appointed Mr. Baker, in his capacity as Chief Executive Officer, to the Board as a director, with a term
expiring at the 2020 annual meeting of stockholders or, if earlier, until his death, disability, resignation, disqualification, or removal from the Board.
There are no transactions between the Company and Mr. Baker that would require disclosure under Item 404(a) of Regulation
S-K.
As a management director, Mr. Baker is not an independent director and is not anticipated to be appointed to a Board committee at this time. In connection with his appointment as President and Chief
Executive Officer, Mr. Baker will cease serving as the Company’s Executive Vice President Chief Operating Officer, effective immediately.
Mr. Baker, age 47, served as Executive Vice President and Chief Operating Officer of the Company beginning with its formation, and served in the same
role at Quintana Energy Services LP beginning in November 2014. Mr. Baker previously served as Managing Director—Oilfield Services of the Quintana private equity funds, where he was responsible for sourcing, evaluating and executing
oilfield service investments, as well as overseeing the growth of and managing and monitoring the activities of Quintana’s oilfield service portfolio companies since 2008. Prior to joining Quintana, Mr. Baker served as an Associate with
Citigroup Global Markets Inc.’s (“Citi”) Corporate and Investment Bank where he conducted corporate finance and valuation activities focused on structuring
non-investment
grade debt transactions
in the energy sector. Prior to his time at Citi, Mr. Baker was Vice President of Operations for Theta II Enterprises, Inc. where he focused on project management of complex subsea and inland marine pipeline construction projects. Mr. Baker
attended Louisiana State University, where he earned a B.S. in Mechanical Engineering, and Rice University, where he earned an M.B.A.
On August 7,
2019, D. Rogers Herndon, the President and Chief Executive Officer of the Company, resigned from his positions as President and Chief Executive Officer of the Company and Director of the Board concurrently with Mr. Baker’s appointment as
President and Chief Executive Officer. Mr. Herndon did not resign as a result of any disagreement with the Company on any matter related to the Company’s operations, policies or practices. In connection with his resignation, the Company
and Mr. Herndon entered into a Separation Agreement, dated August 7, 2019 (the “Separation Agreement”), which provides for certain compensation, benefits and other terms relating to his resignation.
The Separation Agreement provides, among other things, that: (i) Mr. Herndon’s separation from employment with the Company and his resignation
from the Board were effective as of August 7, 2019 (the “Separation Date”) and that Mr. Herndon also resigned from his positions with the Company’s subsidiaries, including as an officer or director of any such subsidiaries,
on the Separation Date; (ii) the Amended and Restated Executive Employment Agreement between the Company and Mr. Herndon, effective as of June 15, 2019 (the “Employment Agreement), was terminated, effective as of the Separation
Date; (iii) Mr. Herndon will receive an amount equal to $1,500,000, which is payable in twenty-four substantially equal installments over a period of twelve months, with the first installment paid on the Company’s first regular pay
date that is on or after the 7
th
day following the Separation Date and each subsequent installment paid on the Company’s following regular pay dates; and (iv) Mr. Herndon will
receive accelerated vesting of 120,000 outstanding phantom units held by Mr. Herndon (the “Accelerated Phantom Units”), effective as of the Separation Date. Other than the Accelerated Phantom Units, all remaining unvested equity-based
awards held by Mr. Herndon will immediately terminate, expire and be forfeited as of the Separation Date.
Under the Separation Agreement,
Mr. Herndon is required to execute a general release of claims in favor of the Company and its affiliates in order to receive the payments and benefits described above. In addition, the Separation Agreement provides that Mr. Herndon shall
remain subject to confidentiality and certain other restrictive covenant obligations in the Employment Agreement following the Separation Date and that the Company shall waive certain of the restrictive covenant obligations in the Employment
Agreement.