Kodiak Gas Services (KGS) Proxy Filing summary

Executive summary

• Achieved record 2025 financial results: $1.3B revenue (+13% YoY), $715M adjusted EBITDA (+17% YoY), 97.7% fleet utilization, and $263M returned to shareholders via dividends and buybacks.

• Completed divestiture of international operations, focusing exclusively on U.S. markets and expanded AI-enabled technology for operational efficiency.

• Announced acquisition of Distributed Power Solutions, LLC, to expand into distributed power generation in 2026.

• Strengthened balance sheet by reducing leverage and refinancing $1.4B in debt.

Voting matters and shareholder proposals

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

• Advisory vote to approve 2025 executive compensation and vote on frequency of future say-on-pay votes (Board recommends annual vote).

• Proposal to phase in declassification of the Board, moving to annual director elections by 2029.

• Proposal to eliminate certain supermajority voting requirements and obsolete charter provisions.

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

Board of directors and corporate governance

• Nine-member Board, majority independent, with staggered three-year terms; proposal to declassify Board.

• Three standing committees: Audit & Risk, Nominating, Governance & Sustainability, and Personnel & Compensation—all fully independent.

• Board leadership separated from CEO; independent Chairperson presides.

• Annual Board and committee evaluations, stock ownership guidelines, and clawback policy in place.