SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 15, 2021, the Compensation Committee of the Board of Directors approved the restoration of base salaries for each of Archrock, Inc.’s (the “Company”) Executives, as defined below, based on market stability and improved visibility of business conditions. On April 24, 2020, the Company entered into a compensation letter (the “Compensation Letter”) with each of D. Bradley Childers, Doug S. Aron, Stephanie C. Hildebrandt, Jason G. Ingersoll and Eric R. Thode (each, an “Executive”), which provided for a 10% temporary reduction (in the case of Mr. Childers, a 25% temporary reduction) in each Executive’s annual base salary (the “Pre-Reduction Base Salary”). The reductions were in response to sudden market uncertainty and deterioration as a result of the COVID-19 pandemic and were intended as a stopgap measure to support the Company’s actions to reduce costs and improve cash flow. The respective base salary of each executive will be restored effective July 4, 2021, to the following Pre-Reduction Base Salary: Mr. Aron, $460,000; Ms. Hildebrandt, $420,000; Mr. Ingersoll, $360,000; and Mr. Thode, $360,000, which reflects an additional $10,000 increase in base salary previously approved by the Compensation Committee. In response to Mr. Childers’ request, the Compensation Committee determined to reinstate his base salary in stages with restoration of half of the 25% reduction in his Pre-Reduction Base Salary at this time, resulting in a base salary of $765,625, also effective as of July 4, 2021.
For all except Mr. Childers, the Compensation Letters are considered null and void. In the case of Mr. Childers, pursuant to the Compensation Letter, if he incurs a qualifying termination of employment under his severance benefit agreement with the Company (a “Severance Benefit Agreement”) or his change of control agreement with the Company (a “Change of Control Agreement”), then, for purposes of calculating his severance payments and benefits under his Severance Benefit Agreement or Change of Control Agreement (as applicable), the Company will apply his Pre-Reduction Base Salary.
In addition, on June 15, 2021, the Compensation Committee approved the restoration of the 25% reduction (implemented during the second quarter of 2020) in all cash retainers paid to directors, including the base, chairman of the board and committee chair retainers, which shall be effective beginning with the payment for the third quarter of 2021.
Item 9.01. Financial Statements and Exhibits
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
/s/ Stephanie C. Hildebrandt
Stephanie C. Hildebrandt
Senior Vice President, General Counsel and
June 21, 2021