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Heather Schmidt becomes permanent CFO at Nine Energy Service (NINE) with new pay package

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nine Energy Service appointed Heather Schmidt as its permanent Chief Financial Officer and principal financial officer, effective May 22, 2026, after serving in the role on an interim basis. She has been with the company since 2012 in senior strategic and investor relations roles.

Her amended and restated employment agreement sets a base salary of $425,000 and a target annual bonus equal to 75% of base salary. She also received long-term incentives: time-based RSUs with a target value of $300,000 vesting over three years, and a performance-based cash award with a $300,000 target tied to relative total shareholder return over three annual periods, with a maximum payout of 200% of target. The agreement includes severance and enhanced benefits for certain terminations, including higher severance if a qualifying termination occurs within 24 months after a change in control.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CFO base salary $425,000 Annual base salary effective as of May 22, 2026
Target annual bonus 75% of base salary CFO target bonus opportunity under employment agreement
Time-based RSU grant $300,000 Target value of RSUs vesting over three years
Performance cash award target $300,000 CFO performance-based cash award tied to relative TSR
Performance award maximum 200% of target Maximum cash value relative to $300,000 target
Standard severance multiple 1x salary + target bonus Applies on qualifying termination outside change-in-control window
Change-in-control severance multiple 2x salary + target bonus If qualifying termination within 24 months after change in control
COBRA reimbursement period 18 months Maximum period of COBRA premium reimbursement after qualifying termination
restricted stock unit award financial
"a stock-settled time-based restricted stock unit award (“RSUs”) having a target value of $300,000"
A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.
relative total shareholder return financial
"Performance Award eligible to vest based on relative total shareholder return (TSR) performance measured over three separately-measured annual performance periods"
Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.
performance-based cash award financial
"a performance-based cash award (“Performance Award”) eligible to vest based on relative total shareholder return (TSR)"
change in control financial
"double trigger vesting provisions in connection with a change in control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
COBRA continuation coverage financial
"if Ms. Schmidt elects COBRA continuation coverage, monthly reimbursement for the amount paid"
good reason financial
"terminated (i) by the Company without “cause” or (ii) by Ms. Schmidt for “good reason”"
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 22, 2026

 

 

 

NINE ENERGY SERVICE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38347   80-0759121

(State or other jurisdiction

of incorporation)

  

(Commission File Number)

  

(IRS Employer

Identification No.)

 

2001 Kirby Drive,Suite 200

Houston, Texas

   77019
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (281) 730-5100

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.01 per share   NINE   NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of Chief Financial Officer

 

As previously reported, on May 11, 2026, Heather Schmidt was appointed as Interim Chief Financial Officer of Nine Energy Service, Inc. (the “Company”). Effective as of May 22, 2026, the Board of Directors of the Company (the “Board”) has appointed Ms. Schmidt as Chief Financial Officer and principal financial officer of the Company on a permanent basis.

 

Ms. Schmidt, age 42, joined the Company in 2012. Since November 2024, she has served as the Company’s Senior Vice President of Strategic Development and Investor Relations, and prior to that, from 2020 to February 2025, she served as the Company’s Vice President, Strategic Development, Investor Relations and Marketing. Before joining the Company, Ms. Schmidt was with SCF Partners, a private equity firm that invests in energy services, products and technology companies globally. Ms. Schmidt’s strong and diverse background also includes fundraising and donor relations for a national political campaign and marketing for an NBA team. Ms. Schmidt received a Bachelor’s degree from Columbia University and an MBA from Rice University. There are no family relationships between Ms. Schmidt and any director or executive officer of the Company, and there are no transactions between the Company and Ms. Schmidt that would require disclosure under Item 404(a) of Regulation S-K.

 

Employment Agreement with Ms. Schmidt

 

In connection with Ms. Schmidt’s appointment as Chief Financial Officer, the Company and Ms. Schmidt entered into an Amended and Restated Employment Agreement (the “Employment Agreement”), effective as of May 22, 2026 (the “Effective Date”). The Employment Agreement provides for a base salary of $425,000 and a target annual bonus opportunity equal to 75% of base salary, in each case, effective as of the Effective Date. In addition, Ms. Schmidt received an incremental long-term incentive compensation award consisting of (i) a stock-settled time-based restricted stock unit award (“RSUs”) having a target value of $300,000, vesting over a period of three years subject to continued employment with the Company, and (ii) a performance-based cash award (“Performance Award”) eligible to vest based on relative total shareholder return (TSR) performance measured over three separately-measured annual performance periods and subject to continued employment through the full three-year performance cycle, having a target value of $300,000. The maximum cash value that can be earned in respect of the Performance Award is equal to 200% of the target award. The RSUs and Performance Award include customary termination protections in connection with certain involuntary terminations of employment, as well as “double trigger” vesting provisions in connection with a change in control.

 

The Employment Agreement also provides that if Ms. Schmidt’s employment is terminated (i) by the Company without “cause” or (ii) by Ms. Schmidt for “good reason” (each, a “Qualifying Termination”), then, provided that Ms. Schmidt timely executes and does not revoke a release of claims and abides by the restrictive covenants included in the Employment Agreement, Ms. Schmidt will be eligible to receive: (A) a severance payment, payable in 12 substantially equal installments, in an aggregate amount equal to (i) one (the “Severance Multiple”) multiplied by (ii) the sum of: (x) Ms. Schmidt’s base salary for the year in which such termination occurs and (y) Ms. Schmidt’s then-current target annual bonus; (B) a prorated annual bonus for the year in which such Qualifying Termination occurs, subject to achievement of the applicable performance criteria; and (iii) if Ms. Schmidt elects COBRA continuation coverage, monthly reimbursement for the amount paid by Ms. Schmidt to continue such coverage for up to 18 months following the date of such Qualifying Termination. If such Qualifying Termination occurs within 24 months following a change in control, the Severance Multiple will be equal to two.

 

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

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Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
10.1   Amended and Restated Employment Agreement by and between the Company, Nine Energy Service, LLC, and Ms. Schmidt, effective as of May 22, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 22, 2026 NINE ENERGY SERVICE, INC.
   
  By: /s/ Ann G. Fox
   

Ann G. Fox

President, Chief Executive Officer, Secretary and Director

 

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Source: View Original Filing on SEC EDGAR

FAQ

What executive change did Nine Energy Service (NINE) announce on May 22, 2026?

Nine Energy Service appointed Heather Schmidt as permanent Chief Financial Officer and principal financial officer, effective May 22, 2026. She had served as interim CFO and previously led strategic development and investor relations after joining the company in 2012.

What are Heather Schmidt’s key compensation terms as Nine Energy Service (NINE) CFO?

Heather Schmidt’s employment agreement provides a base salary of $425,000 and a target annual bonus equal to 75% of base salary. She also receives long-term incentives, including $300,000 in time-based RSUs and a $300,000 target performance-based cash award tied to relative TSR.

How are the new RSU awards for Nine Energy Service (NINE) CFO structured?

The stock-settled restricted stock unit award has a target value of $300,000 and vests over three years, subject to continued employment. These RSUs include customary protection terms for certain involuntary terminations and feature double-trigger vesting in connection with a change in control.

How is the performance-based cash award for the Nine Energy Service (NINE) CFO determined?

The performance-based cash award has a $300,000 target and vests based on relative total shareholder return over three separately measured annual performance periods. Vesting also requires continued employment through the full three-year performance cycle, with a maximum payout of 200% of target.

What severance protections does the Nine Energy Service (NINE) CFO have?

If Heather Schmidt is terminated without cause or resigns for good reason, she may receive cash severance equal to one times salary plus target bonus, a prorated bonus, and up to 18 months of COBRA reimbursement. The cash severance multiple increases to two within 24 months after a change in control.

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