Kodiak Gas Services (KGS) Proxy filing summary

Executive summary

• Achieved record 2025 financial results: $1.3B revenue (up 13%), $715M adjusted EBITDA (up 17%), and 97.7% fleet utilization.

• Returned $263M to shareholders via dividends and buybacks, including two dividend increases in 2025.

• Completed divestiture of international operations, focusing exclusively on U.S. markets.

• Advanced AI-enabled technology for operational efficiency and broke ground on a new training facility.

• Announced acquisition of Distributed Power Solutions, LLC, expanding into distributed power generation.

Voting matters and shareholder proposals

• Election of three Class III directors to serve until 2029.

• Advisory vote to approve 2025 executive compensation.

• Advisory vote on frequency of future say-on-pay votes, with Board recommending annual votes.

• Proposal to amend Charter to phase in Board declassification, moving to annual director elections by 2029.

• Proposal to amend Charter to eliminate supermajority voting requirements and obsolete provisions.

• Ratification of BDO USA, P.C. as independent auditor for 2026.

Board of directors and corporate governance

• Board consists of nine members, currently divided into three staggered classes.

• Board is majority independent, with all committees fully independent.

• Committees: Audit & Risk, Nominating/Governance & Sustainability, Personnel & Compensation.

• Board leadership structure separates Chair and CEO roles; Chair is independent.

• Annual Board and committee evaluations, regular executive sessions, and stock ownership guidelines in place.