Kodiak Gas Services (KGS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 23, 2025, to be held virtually; shareholders of record as of March 4, 2025, are eligible to vote.

• Key agenda items: election of three Class II directors, approval of an Employee Stock Purchase Plan (ESPP), and ratification of BDO USA, P.C. as independent auditor for 2025.

• Voting can be conducted online, by phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class II directors to serve until 2028.

• Proposal to approve the ESPP, allowing eligible employees to purchase company stock.

• Proposal to ratify BDO USA, P.C. as the independent registered public accounting firm for 2025.

• Shareholders may submit proposals or director nominations for the 2026 annual meeting by specified deadlines.

Board of directors and corporate governance

• Board consists of nine members divided into three classes with staggered three-year terms.

• Director nominees are evaluated based on ethics, independence, experience, and participation.

• Three standing committees: Audit & Risk, Nominating, Governance & Sustainability, and Personnel & Compensation, all composed of independent directors.

• Board and committee members attended at least 75% of meetings in 2024; all directors attended the 2024 annual meeting.

• Corporate governance policies include an insider trading policy, code of conduct, and clawback policy for executive compensation.