kgs-20260327

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

Check the appropriate box:


☐						Preliminary Proxy Statement
¨						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ						Definitive Proxy Statement
¨						Definitive Additional Materials
¨						Soliciting Material Pursuant to § 240.14a-12
KODIAK GAS SERVICES, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
þ						No fee required.
¨						Fee paid previously with preliminary materials.
¨						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NOTICE OF ANNUAL MEETING &

2026 PROXY STATEMENT

Notice of 2026 Annual Meeting of Shareholders

AGENDA

2026 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY:

www.proxypush.com/KGS

DATE AND TIME:

May 7, 2026

9:30 am Central Daylight Time

Election of three director nominees identified in the accompanying Proxy Statement to serve as Class III directors until the 2029 annual meeting and until their successors are duly elected and qualified;

Advisory, non-binding vote to approve the compensation of the Company’s Named Executive Officers for 2025;

Advisory, non-binding vote on the frequency of future advisory votes to approve the compensation of the Company’s Named Executive Officers;

Who may vote:

Shareholders of record at the close of business on March 9, 2026, will be entitled to notice of and to vote during the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) and at any adjournments or postponements thereof.

How to attend:

To be admitted to the Annual Meeting, you must register in advance at www.proxydocs.com/KGS by using the voting control number found on your proxy card. Upon completing your registration, you will receive further instructions via e-mail, including a unique link that will allow you access to the meeting. You will not be able to attend the Annual Meeting in person.

The Woodlands, Texas

March 27, 2026

By Order of the Board of Directors

Jennifer LeGrand Howard
Executive Vice President, General Counsel,
Chief Compliance Officer and Corporate Secretary

A proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to phase in declassification of the Board;

A proposal to amend the Charter to eliminate certain supermajority voting requirements and other obsolete provisions;

Ratification of the appointment of BDO USA, P.C. as Kodiak’s independent registered public accounting firm for fiscal year 2026; and

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

VOTING METHODS AVAILABLE TO YOU

The Internet

Visit the website shown on the proxy card (www.proxypush.com/KGS) and follow the instructions at that website at any time prior to 11:59 pm Eastern Daylight Time on May 6, 2026;

By Telephone

Within the United States (U.S.) or Canada, call the toll-free number shown on the proxy card and follow the instructions at any time prior to 11:59 pm Eastern Daylight Time on May 6, 2026;

By Mail

If you receive a paper copy of the proxy materials, complete, sign and date the proxy card and return the proxy card in the prepaid envelope. Your proxy card must be received by the Company before the voting polls close during the Annual Meeting; or

During the Meeting

If you are a shareholder of record on the record date, you may vote online during the Annual Meeting via the internet at www.proxydocs.com/KGS.



			Beginning on or about March 27, 2026, the Company mailed our Notice of Annual Meeting of Shareholders, Proxy Statement and form proxy card for the Annual Meeting and our Annual Report on Form 10-K for the year ended December 31, 2025. The Company’s Proxy Statement and 2025 Annual Report are available at www.proxydocs.com/KGS.

Dear Stockholder,

2025 was an exceptional and transformative year for Kodiak. We delivered record financial and operational performance, strengthened our balance sheet, advanced key technology initiatives and positioned the company for durable long‑term growth. These achievements reflect the resilience of our business model, the dedication of our employees and Kodiak’s essential role in supporting North America’s growing natural gas infrastructure.

We executed against our strategic priorities with discipline—high‑grading our fleet, enhancing operational efficiency through technology and returning capital to shareholders. As a result, we:

•Achieved record financial results with $1.3 billion in revenue, a 13% increase compared to 2024 and $715 million in adjusted EBITDA, up 17% year‑over‑year.

•Reached 97.7% fleet utilization through our continued focus on large‑horsepower compression.

•Completed the divestiture of all remaining international operations, transitioning fully to a U.S.‑based footprint.

•Returned $263 million to shareholders through dividends and share repurchases, including two dividend increases in 2025.

•Strengthened the balance sheet by reducing our leverage ratio and improving liquidity through long‑term refinancing activities.

Additionally, we made meaningful advances in technology and in developing our people. In 2025, we expanded the use of AI‑enabled tools that improve reliability, lower maintenance costs and enhance technician efficiency through predictive insights and real‑time field support. We also broke ground on a new training facility in the Permian Basin that we believe will allow us to train and develop our highly skilled workforce.

We remain confident in the long‑term fundamentals supporting natural gas production growth and the corresponding need for reliable, large‑horsepower compression. These dynamics reinforce Kodiak’s critical role in enabling the safe and reliable production and transportation of natural gas and oil to fuel economic progress.

In early 2026, we announced an agreement to acquire Distributed Power Solutions, LLC—a strategic expansion into distributed power generation that complements our compression platform and aligns with the rapid growth in power demand driven by artificial intelligence.

I am deeply proud of our employees for their commitment to safety, operational excellence and customer service. Their efforts made 2025 the most successful year in our company’s history. Thank you for your continued investment in and support of Kodiak. We look forward to building on this momentum in 2026 and beyond.

Sincerely,

President and Chief Executive Officer,

Kodiak Gas Services, Inc.

GENERAL INFORMATION

Our Business

Kodiak Gas Services, Inc. (“Kodiak”, the “Company”, “we”, or “us”) is a leading provider and operator of large horsepower contract compression infrastructure in the United States, supporting the critical movement and processing of natural gas across key production regions. Our Contract Services and related services are critical to our customers’ ability to reliably produce, gather and transport natural gas and oil. We are a market leader in the Permian Basin, which is the largest producing natural gas and oil basin in the U.S. We operate our large horsepower compression units primarily under fixed-revenue contracts with many blue-chip upstream and midstream customers. Our compression assets have long useful lives consistent with the expected production lives of the key regions where we operate. We believe our customer-centric business model positions us as the preferred contract compression operator for our customers and creates long-standing relationships. We strategically invest in the training, development, and retention of our highly skilled and dedicated employees and believe their expertise and commitment to excellence enhances and differentiates our business model. Furthermore, we maintain an intense focus on being one of the most sustainable and responsible operators of contract compression infrastructure. Our compression operations are critical to our customers’ ability to reliably produce and transport natural gas and oil to support growing global energy demand.

2025 Financial and Operating Highlights

450 basis point

increase in gross margin percentage in key Contract Service segments to 45.0%

270 basis point

increase in adjusted gross margin percentage(1) in key Contract

Services segment

to 68.4%

62%

increase in net income

51%

increase in adjusted net income(1)

$263 million

returned to shareholders in dividends and share repurchases

3.5x

credit agreement leverage ratio at year-end(2)

97.7%

fleet utilization, a 120 basis point increase

(1) Adjusted net income and adjusted gross margin percentage are not financial measures prepared in accordance with GAAP. For information on how we compute non-GAAP financial measures and other operating metrics and reconciliation to the most directly comparable financial measures prepared in accordance with GAAP, please refer to “Additional Information — Reconciliations of Non-GAAP to GAAP Financial Reconciliations” in this Proxy Statement.

(2) Our credit agreement leverage ratio is not a financial measure prepared in accordance with GAAP. Our credit agreement leverage ratio is calculated pursuant to our credit agreement and is based on the ratio of (a) an amount equal to (i) Total Indebtedness minus (ii) the lesser of (A) unrestricted cash and certain cash equivalents and (B) $50.0 million to (b) EBITDA, each as defined in the credit agreement.

Strategic

•Invested in AI and machine learning technologies, including mobile tools for our technicians and remote monitoring capabilities for our compression fleet, designed to drive operational efficiencies and enhance our value proposition to our customers.

•Divested all international assets to focus exclusively on U.S. operations.

•Implemented new ERP system designed to increase enterprise visibility with real-time financial and operational information.

Operational

•Achieved industry-leading compression fleet utilization rate.

•Placed approximately 150,000 new compression horsepower into service, ~40% of which was electric motor driven.

•Maintained focus on safety performance, achieving a total recordable incident rate (“TRIR”) in 2025 of .46.

Financial

•Paid $159 million in dividends representing a 19% year-over-year increase.

•Repurchased $104 million of stock at an average price of $34.02.

•Refinanced $1.4 billion in debt, extending the weighted average maturity of the Company’s debt.

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Letter to Shareholders
Our Business
2025 Highlights
Proposal 1 - Election of Class III Directors			1
Board of Directors and Corporate Governance			1
Board of Directors			2
Selection of Board Nominees / Director Criteria			2
Committees of the Board of Directors			3
Audit & Risk Committee			3
Nominating, Governance & Sustainability Committee			3
Personnel & Compensation Committee			4
Board and Committee Meetings			5
Director Compensation			5
Director Compensation Table			6
Corporate Governance Highlights and Policies			10
Communication with the Company			12
Proposal 2 - Advisory, Non-Binding Vote to Approve the Compensation of the Named Executive Officers for 2025.			14
Proposal 3 - Advisory, Non-Binding Vote on the Frequency of Future Advisory Votes to Approve the Compensation of our Named Executive Officers			15
Executive Officers of Kodiak			16
Compensation Discussion & Analysis			18
Compensation Committee Report			25
Executive Compensation			26
Summary Compensation			26
Narrative Disclosure to Summary Compensation Table			26
Additional Narrative Disclosure			27
Potential Payments Upon Termination or Change in Control			30
Outstanding Equity Awards at Fiscal Year End			28
Proposal 4 - Amendment of the Charter to Phase in Declassification of the Board			38
Proposal 5 - Amendment of the Charter to Eliminate Certain Supermajority Voting Requirements and other Obsolete Provisions			40
Proposal 6 - Ratification of Appointment of Independent Registered Public Accounting Firm			42
Fees Paid to Independent Registered Public Accountants			42
Audit & Risk Committee Pre-Approval Policy			42
Audit Committee Report			43
Additional Information			44
Certain Relationships and Related Party Transactions			48
Security Ownership of Certain Beneficial Owners and Management			50
Shareholder Proposals for the 202 7 Annual Meeting			51
Frequently Asked Questions About the Annual Meeting			52
Annex A - Amendments to the Certificate of Incorporation to Declassify the Board of Directors and Provide for the Annual Election of Directors			A-1
Annex B - Amendments to the Certificate of Incorporation to Eliminate Certain Supermajority Voting Requirements and Other Obsolete Provisions			B-1


☑			THE BOARD RECOMMENDS THAT YOU VOTE “FOR”’ EACH OF THE DIRECTOR NOMINEES

PROPOSAL 1 - Election of Class III Directors

Our Board of Directors (the “Board” or “Kodiak Board”) recommends that the nominees below be elected as members of the Board at the Annual Meeting.


Name	Age	Position	Director and/or Executive Officer Since	Current Board Term Expires	Expiration of Term for Which Nominated
Terry Black Bonno	68	Class III Director	2023	2026	2029
William L. Bullock, Jr.	61	Class III Director	2025	2026	2029
Chris Drumgoole	50	Class III Director	2023	2026	2029

The Board, acting on the recommendation of our Nominating, Governance & Sustainability Committee, has nominated the three individuals named above for election as Class III directors. Each nominee is currently a director.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board of Directors

The Kodiak Board consists of nine members. The number of members of the Board will be determined from time to time by Board resolution. The Kodiak Board is currently divided into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms. Class I, Class II and Class III directors will serve until our annual meetings of shareholders in 2027, 2028 and 2029, respectively. As part of its governance review, the Board, based upon the recommendation from the Nominating, Governance & Sustainability Committee, has included a management proposal to be voted upon at the Annual Meeting, seeking shareholder approval to amend the Company’s Charter to declassify the Board (Proposal 4).

In evaluating director candidates, we assess whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise that are likely to enhance the Board’s ability to manage and direct our affairs and business, including, when applicable, to enhance the ability of the committees of the Board to fulfill their duties.

The following table sets forth the director class, name and age as of March 9, 2026, and other information for each member of our Board:

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Name	Age	Position	Director and/or Executive Officer Since	Current Board Term Expires	Expiration of Term for Which Nominated
Terry Black Bonno	68	Class III Director	2023	2026	2029
William L. Bullock, Jr.	61	Class III Director	2025	2026	2029
Chris Drumgoole	50	Class III Director	2023	2026	2029
Alex N. Darden	50	Class II Director	2023	2028
Randall J. Hogan	70	Class II Director and Chairperson of the Board	2023	2028
Margaret C. Montana	70	Class II Director	2023	2028
Jon-Al Duplantier	58	Class I Director	2023	2027
Gretchen Holloway	51	Class I Director	2023	2027
Robert McKee	48	Class I Director, President and Chief Executive Officer	2023	2027

Selection of Board Nominees / Director Criteria

The Board has overall responsibility for the selection of candidates for nomination or appointment to the Board. The Nominating, Governance & Sustainability Committee will recommend director candidates to the Board for nomination or appointment. The Board’s policy is to encourage selection of directors who will contribute to the Company’s overall corporate goals. The Board and the Nominating, Governance & Sustainability Committee will annually review the experience and characteristics appropriate for Board members and director candidates in light of the Board’s composition at the time, and the skills and expertise needed for effective operation of the Board and its committees.

The director criteria the Board considers, based on the recommendations of the Nominating, Governance & Sustainability Committee, will include:

Ethics

Directors should be persons of good reputation and character who conduct themselves in accordance with high personal and professional ethical standards, including the policies set forth in the Company’s Code of Conduct.

Conflicts of Interest

Each director should not, by reason of any other position, activity or relationship, be subject to any conflict of interest that would impair the director’s ability to fulfill the responsibilities of a member of the Board.

Independence

The Board will consider whether directors and nominees will be considered independent under the standards of the New York Stock Exchange (“NYSE”), and the heightened independence standards for audit committees and compensation committees under securities laws.

Business and Professional Activities

Directors should maintain a professional life, active enough to keep them in contact with the markets and/or the industry in which the Company is active. A significant position or title change will be seen as a reason to review a director’s membership on the Board.

Experience, Qualifications and Skills

Directors should have the educational background, experience, qualifications and skills relevant for effective management and oversight of the Company’s management, which may include experience at senior executive levels in comparable companies, public service, professional service firms or educational institutions.

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Time / Participation

Directors should have the time and willingness to carry out their duties and responsibilities effectively, including time to study informational and background materials and to prepare for meetings. Directors should attempt to arrange their schedules to allow them to attend all scheduled Board and committee meetings. The Board will consider the participation of and contributions to the activities of the Board for any director recommended for re-nomination.

Board Evaluation

The Board will conduct and consider the results of the Annual Board Evaluation in its Board refreshment strategy.

Overboarding

Accepting a directorship with another company that the director did not hold when elected or appointed to the Board will be seen as a reason to review a director’s membership on the Board.

Tenure / Retirement

The Board does not believe that there should be a fixed term for directors but will consider each director’s tenure and the average tenure of the Board.

Shareholder Recommendations for Board Nominees

The Nominating, Governance & Sustainability Committee evaluates director candidates recommended by shareholders in the same way it evaluates candidates recommended by all other persons. Shareholders wishing to submit recommendations for director candidates for consideration by the Nominating, Governance & Sustainability Committee must provide the information specified in our Bylaws to the Company’s Corporate Secretary at Kodiak Gas Services, Inc., 9950 Woodloch Forest Dr., Suite 1900, The Woodlands, TX 77380 within the time period specified in our Bylaws.

Committees of the Board of Directors

The Kodiak Board has three standing committees: the Audit & Risk Committee, the Nominating, Governance & Sustainability Committee and the Personnel & Compensation Committee. Additionally, we may have such other committees as the Kodiak Board shall determine from time to time. Each of the standing committees of the Kodiak Board has the composition and responsibilities described below. Each committee is reviewed annually for effectiveness. The Charters for our Audit & Risk Committee, Nominating, Governance & Sustainability Committee and Personnel & Compensation Committee are each available on our website at http://kodiakgas.com under the Governance tab.

Audit & Risk Committee

The Audit & Risk Committee consists of Gretchen Holloway, William L. Bullock, Jr., Chris Drumgoole and Margaret C. Montana, each of whom is independent under U.S. Securities and Exchange Commission (“SEC”) rules and NYSE listing standards. Ms. Holloway serves as Chairperson of the Audit & Risk Committee. As required by SEC rules and NYSE listing standards, the Audit & Risk Committee consists solely of independent directors. SEC rules also require that a public company disclose whether its audit committee has an “audit committee financial expert” as a member. We have determined that Gretchen Holloway satisfies the definition of “audit committee financial expert.” The Audit & Risk Committee oversees, reviews, acts on and reports on various auditing and accounting matters to the Kodiak Board, including the selection of our independent accountants, the scope of our annual audits, fees to be paid to the independent accountants, the performance of our independent accountants and our accounting practices. In addition, the Audit & Risk Committee oversees the process of reviewing the principal risks associated with the Company’s business, as well as our compliance programs relating to legal and regulatory requirements. The Audit & Risk Committee Charter adopted by the Kodiak Board defines the committee’s primary duties in a manner consistent with the rules of the SEC and the listing standards of the NYSE.

Nominating, Governance & Sustainability Committee

The Nominating, Governance & Sustainability Committee consists of Jon-Al Duplantier, Terry Black Bonno and Alex N. Darden, each of whom is independent under NYSE listing standards. On, October 22, 2025, Margaret C. Montana was

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appointed to serve as member of the Nominating, Governance & Sustainability Committee effective May 6, 2026 and is also independent under the NYSE listing standards. Mr. Duplantier serves as Chairperson of the Nominating, Governance & Sustainability Committee. The Nominating, Governance & Sustainability Committee identifies, evaluates and recommends qualified nominees to serve on the Kodiak Board, and develops and oversees our internal corporate governance processes and the Company’s sustainability objectives. The Nominating, Governance & Sustainability Committee Charter adopted by the Kodiak Board defines the committee’s primary duties in a manner consistent with the rules of the SEC and the listing standards of the NYSE.

Personnel & Compensation Committee

The Personnel & Compensation Committee consists of Terry Black Bonno, William L. Bullock, Jr., Jon-Al Duplantier and Randall J. Hogan, each of whom is independent under SEC rules and NYSE listing standards. Ms. Bonno serves as Chairperson of the Personnel & Compensation Committee. The Personnel & Compensation Committee establishes salaries, incentives and other forms of compensation for officers and other employees; administers our incentive compensation and benefit plans; and oversees the development, implementation and effectiveness of the Company’s human capital management practices, policies, strategies and goals. The Personnel & Compensation Committee Charter adopted by the Kodiak Board defines the committee’s primary duties in a manner consistent with the rules of the SEC and the listing standards of the NYSE.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serve on the board of directors or compensation committee of a company that has an executive officer that serves on the Kodiak Board or Personnel & Compensation Committee. No member of the Kodiak Board is an executive officer of a company in which one of our executive officers serves as a member of the board of directors or compensation committee of that company.

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Board and Committee Meetings

Members of each committee are recommended by the Nominating, Governance & Sustainability Committee, except for members of the Nominating, Governance & Sustainability Committee which are recommended by the Chairperson of the Board. Committee members are elected by the Board at its first meeting following the annual meeting of shareholders to serve for one-year terms.

All of the current members of our committees are independent. Directors are expected to attend the annual meeting of shareholders and all or substantially all of the Board meetings and meetings of committees on which they serve. All nine of our directors that were serving on the Board as of the date of our 2025 annual meeting of shareholders attended the annual meeting. In 2025, each director attended at least 75% of the meetings of the Board and the total number of meetings held by any of the committees of the Board on which the director served during such director’s tenure. The following reflects the members of our current committees:

Director

Independent

Audit & Risk

Personnel & Compensation

Nominating, Governance & Sustainability

Randall J. Hogan*

Yes

●

Terry Black Bonno

Yes

●

William L. Bullock, Jr.**

Yes

●

Alex N. Darden

Yes

●

Chris Drumgoole

Yes

●

Jon-Al Duplantier

Yes

●

Gretchen Holloway ***

Yes

Robert McKee

Margaret C. Montana****

Yes

●

Number of 2025 Meetings

13 (Board Meetings)

*Chairperson of the Board.

**Mr. Bullock was appointed to the Board effective September 2, 2025 following Nirav Shah’s resignation from the Board August 27, 2025.

***Financial expert.

****Ms.Montana was appointed to the Nominating, Governance & Sustainability Committee to be effective May 6, 2026.

C Chairperson of such committee.

● Member of such committee.

Additionally, the rules of the NYSE require that non-management directors of a listed company meet periodically in executive sessions and that independent directors meet in executive session at least once a year. The Company’s independent directors met separately in executive session at least ten times during 2025. Mr. Hogan, the independent Chairperson of the Board, presided over the executive sessions of independent directors.

DIRECTOR COMPENSATION

The Board has adopted a compensation program for our non-employee directors (the “Director Compensation Policy”). The Director Compensation Policy became effective as of January 1, 2025 and remained unchanged throughout 2025. Pursuant to the Director Compensation Policy, each member of the Board who is not our employee will receive the following cash compensation for board services, as applicable:

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•$100,000 per year for service as a board member;

•$50,000 per year for service as the non-executive chairperson; and

•$20,000 per year for service as chairperson of the Audit & Risk Committee, $15,000 per year for service as chairperson of our Personnel & Compensation Committee and $15,000 per year for service as chairperson of the Nominating, Governance & Sustainability Committee.

In addition, pursuant to the Director Compensation Policy, on the date of each annual meeting, each individual who serves as a non-employee director as of such date and will continue to serve as a non-employee director immediately following such date will receive grants of restricted stock units with a grant date value equal to approximately $150,000. The restricted stock units will vest on the earlier of (i) the day immediately preceding the date of the first annual meeting following the date of grant and (ii) the first anniversary of the date of grant, in each case, subject to such director’s continuing service on the Board through such dates of vesting. All of a non-employee director’s outstanding restricted stock units shall vest in full immediately prior to the occurrence of a Change in Control (as defined in the Omnibus Plan, which is defined below). Our Director Compensation Policy provides that the equity award shall be granted under and shall be subject to the terms and provisions of our Omnibus Plan and shall be granted subject to the execution and delivery of award agreements.

Director Compensation Table

The following table summarizes the compensation awarded or paid to certain non-employee members of our board of directors for the fiscal year ended December 31, 2025.


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	All Other Compensation ($(3)	Total ($)
Randall J. Hogan	150,000	150,000	8,534	308,534
Gretchen Holloway	120,000	150,000	8,534	278,534
Terry Black Bonno	115,000	150,000	8,534	273,534
Jon-Al Duplantier	115,000	150,000	8,534	273,534
Chris Drumgoole	100,000	150,000	8,534	258,534
Margaret C. Montana	100,000	150,000	8,534	258,534
William L. Bullock, Jr.(4)	33,333	95,760	1,311	130,404
Alex N. Darden(5)	—	—	—	—
Nirav Shah(5)	—	—	—	—

(1)Represents fees earned by or paid to our non-employee directors for services during calendar year 2025.

(2)On April 23, 2025, each of our non-employee directors, except for Messrs. Darden, Shah and Bullock, received an award of 4,512 restricted stock units. Mr. Bullock received a prorated award of 2,676 shares as of September 2, 2025. The amounts reflected in this column represent the grant date fair value of the restricted stock units granted to each of our non-employee directors pursuant to the Omnibus Plan, as computed in accordance with FASB ASC Topic 718. See Note 14 (“Stockholders’ Equity—2023 Omnibus Incentive Plan”) to Kodiak’s financial statements as of and for the fiscal year ended December 31, 2025 in our Annual Report for Form 10-K filed with the SEC on February 20, 2026 for details.

(3)Represents dividend equivalent payments on unvested restricted stock units.

(4)Pursuant to the Director Compensation Policy, cash compensation and stock awards were prorated for Mr. Bullock based on his appointment to the Board effective September 2, 2025.

(5)Kodiak designated Messrs. Darden and Shah to serve as members of our Board pursuant to the Kodiak Stockholders’ Agreement (as defined below). The Kodiak Stockholders’ Agreement allowed for two directors to be nominated by Frontier TopCo Partnership, L.P. for so long as it owned, directly or indirectly, 35% or more of Kodiak’s outstanding stock and one director when ownership was 10% or more but less than 35%. Mr. Shah resigned from the Board in August 2025 once Frontier Top Co Partnership, L.P. ownership in Kodiak fell below 35%. Pursuant to the Company’s Director Compensation Policy, which previously restricted Messrs. Darden and Shah from receiving compensation for services provided as non-employee directors while Frontier TopCo Partnership, L.P. or its affiliates maintained ownership in Kodiak, Messrs. Darden and Shah did not receive any compensation from Kodiak during 2025. Mr. Darden continues to serve on the Kodiak Board and is eligible for fees and stock awards under the Director Compensation Policy in 2026, as Frontier TopCo Partnership, L.P. ceased to own Kodiak stock as of December 2, 2025.

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NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS

Class III Director Nominees to Serve for a Three-Year Term Expiring at the 2029 Annual Meeting


						Terry Black Bonno - Independent Director
						Terry Black Bonno has served as a director on the Kodiak Board since June 2023 in conjunction with our initial public offering (“IPO”). Prior to the IPO, she served as a member of the board of directors of another Kodiak subsidiary from February 2019 through June 2023. Additionally, she has served on the DNOW Inc. (NYSE: DNOW) board of directors and its audit committee since May 2014, and has served as a member of the DNOW Inc. environmental, social, governance and nominating committee since May 2022. From 2017 to the divestiture of 3i Group plc in 2019, Ms. Bonno served as a director of Tampnet Inc., an operator of offshore high-capacity communication networks. She also served as a director for several energy industry and charity boards. Since 2014, she has served on the board of Spindletop Community Impact Partners, a non-profit organization. In 2017, Ms. Bonno was chosen as an industry expert to serve in an advisory capacity to the National Offshore Safety Advisory Committee for a three-year term ending in 2020. Ms. Bonno also served as Senior Vice President of Industry and Community Relations for Transocean Ltd. from 2017 until her retirement in October 2018. Before that, Ms. Bonno served as Senior Vice President of Marketing for Transocean Ltd. from 2011 to 2017 and as Vice President of Marketing from 2008 to 2011, with oversight of Transocean’s marketing in fourteen countries. Previously, Ms. Bonno served in various director and management roles at Transocean Ltd., leading the marketing and contracts efforts for West Africa and the Americas from 2001 until 2008. Ms. Bonno received a Bachelor of Business Administration in Accounting from Stephen F. Austin State University, and she is a Certified Public Accountant. We believe that Ms. Bonno’s public and private company board experience, extensive industry experience and expertise in business development qualify her to serve as a member of the Kodiak Board.


						William L. Bullock, Jr. - Independent Director
						William L. Bullock, Jr. has served as a director on the Kodiak Board since September 2025. Mr. Bullock retired as Executive Vice President and Chief Financial Officer of ConocoPhillips (NYSE: COP) in August 2025 after serving in such capacity since September 2020. In this capacity, he oversaw teams responsible for finance, investor relations, digital and information technology, mergers and acquisitions, and commercial trading. Mr. Bullock joined ConocoPhillips in 1986 and has more than 35 years of oil and gas experience. Prior to his role as Executive Vice President and Chief Financial Officer at ConocoPhillips, Mr. Bullock served as President, Asia Pacific & Middle East from 2015 to 2020 and served as Vice President, Corporate Planning & Development from 2012 to 2015. Prior to that, he held a series of positions of increasing responsibilities in various engineering, operations, commercial and business development roles for ConocoPhillips. Mr. Bullock serves on the Engineering Advisory Council at Texas A&M University and the Joint Advisory Board for Texas A&M University at Qatar. In addition, he has served as a member of the board of directors of AltaGas Ltd., a North American energy infrastructure company, since October 2025 and serves as a director for the Sam Houston Area Council of Scouts USA. Mr. Bullock received an MBA from Oklahoma City University with an emphasis in Finance and a Bachelor of Science in Chemical Engineering from Texas A&M. We believe that Mr. Bullock’s extensive industry and executive leadership experience qualify him to serve as a member of the Kodiak Board.


						Chris Drumgoole - Independent Director
						Chris Drumgoole has served as a director on the Kodiak Board since June 2023 in conjunction with our IPO. Mr. Drumgoole currently serves as President of DXC GIS, of DXC Technology Company, (NYSE: DXC), an IT services company, a role he has held since January 2025. He previously served as Managing Director of the Global Infrastructure Services business and EVP and COO of DXC Technology Company from 2020 through 2025. Prior to joining DXC Technology, Mr. Drumgoole served as Global Chief Information Officer for General Electric (NYSE: GE), a role he assumed in April 2020 after serving as GE’s Chief Technology Officer since April 2014. Mr. Drumgoole joined GE from Verizon (NYSE: VZ) where he served as Chief Operating Officer of Verizon’s Teremark Cloud and Cybersecurity division. Prior to joining Verizon by acquisition, Mr. Drumgoole held a number of technology, cybersecurity, and executive roles at IBM, Cable & Wireless and Savvis. Mr. Drumgoole served on the Board of Directors of PetSmart, Inc. where he was a member of the audit committee from November 2019 through the company’s acquisition in October 2023. Additionally, Mr. Drumgoole serves on the board of directors of ONUG, a technology leaders association, a role he has held since January 2016. He also sits on the Dean’s Advisory Board at Florida International University’s College of Engineering & Computer Science. Mr. Drumgoole further serves as President of the DXC Foundation, the corporate charitable foundation of DXC Technology. He received a Bachelor of Business Administration in Management Information Systems from Pace University. We believe that Mr. Drumgoole’s executive leadership experience and technology strategy and management experience in complex technology environments qualify him to serve as a member of the Kodiak Board.

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Class I Directors (Terms Expiring in Fiscal Year 2027)


						Jon-Al Duplantier - Independent Director
						Jon-Al Duplantier has served as a director on the Kodiak Board since June 2023 in conjunction with our IPO. Mr. Duplantier has been a member of the board of directors of Stellar Bancorp, Inc. (NYSE: STEL), a bank holding company, since October 2022; and, of AltaGas Ltd., a North American energy infrastructure company, since February 2021. Mr. Duplantier previously served as a member of the board of directors of Sitio Royalties Corp. (NYSE: STR), a mineral royalties company with interests in the Permian Basin and other U.S. basins, from December 2022 to August 2025; of Brigham Minerals, Inc., a publicly-traded mineral royalties company from February 2021 to December 2022 and of Allegiance Bancshares, Inc. from January 2021 to September 2022. Mr. Duplantier retired as President, Rental Tools and Well Services of Parker Drilling Company in July 2020 after serving in such capacity since April 2018. Prior to holding such position, Mr. Duplantier served as Senior Vice President, Chief Administrative Officer and General Counsel from April 2014 to March 2018, among other roles from September 2009 to April 2014. Parker Drilling Company filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in December 2018. Prior to joining Parker Drilling Company, Mr. Duplantier served in many senior legal, commercial and environmental roles at ConocoPhilips from August 2002 to September 2009, including Senior Counsel, Exploration and Production; Managing Counsel, Indonesia; and Managing Counsel, Environmental, among other positions. Mr. Duplantier began his career as a patent attorney with E.I. Du Pont de Nemours and Company. Mr. Duplantier received a Juris Doctor from Louisiana State University and a Bachelor of Science in Chemistry from Grambling State University. We believe that Mr. Duplantier’s broad experience across commercial, governance and legal aspects of business, along with his professional and leadership experience qualify him to serve as a member of the Kodiak Board.


						Gretchen Holloway - Independent Director
						Gretchen Holloway has served as a director on the Kodiak Board since June 2023 in conjunction with our IPO. Ms. Holloway has served on the Board of Trustees of the Children’s Foundation since March 2024, and chairs its finance and audit committee. Ms. Holloway has served as the Senior Vice President and Chief Financial Officer of ITC Holdings Corp., an energy company which owns and operates high-voltage electricity transmission networks since July 2017, and she previously served as Vice President, Interim Chief Financial Officer and Treasurer from October 2016 to July 2017; Vice President and Treasurer from November 2015 to October 2016; Vice President, Finance from May 2014 to November 2015; and, various senior and director-level roles from January 2004 to May 2014. In her current role, Ms. Holloway is responsible for the company’s accounting, internal audit, treasury, financial planning and analysis, management reporting, risk management and tax functions. Prior to joining ITC Holdings Corp., Ms. Holloway held various financial roles at CMS Energy Corp (NYSE: CMS) from November 1999 to January 2004. Ms. Holloway began her career in public accounting at Arthur Andersen. She also served as a director of Caribbean Utilities Company, Ltd. from May 2021 to May 2023. Ms. Holloway received a Bachelor of Business Administration in Finance from Western Michigan University. In 2023, Ms. Holloway completed the Advanced Management Program at the University of Chicago Booth School of Business. We believe that Ms. Holloway’s technical financial skills, business acumen and leadership experience qualify her to serve as a member of the Kodiak Board.


						Robert McKee
						Robert McKee formed the Kodiak group of companies in 2010, and he has served as our President since formation and Chief Executive Officer since 2019. Mr. McKee has also served as a director on the Kodiak Board since June 2023 in conjunction with our IPO. Mr. McKee brings over 22 years of experience to us with extensive background in natural gas compression operations. Prior to founding our predecessor, he was the Senior Vice President of Sales and Engineering for CDM Resource Management, LLC (“CDM”), a provider of contract natural gas compression operations, from 2003 to 2010. He also managed the Engineering and Fleet Management group, worked with vendors and OEM manufacturers, as well as managed the sales and marketing efforts of some of the highest growth areas at CDM, all while building meaningful relationships with customers. Prior to that, Mr. McKee worked for two years in CDM’s Operations group researching and qualifying projects as well as installing compression equipment across Texas and Louisiana. He received a Bachelor’s Degree in Mechanical Engineering from Tulane University. We believe that Mr. McKee’s experience and deep knowledge of our business qualify him to serve as a member of the Kodiak Board.

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Class II Directors (Terms Expiring in Fiscal Year 2028)


						Alex N. Darden - Independent Director
						Alex N. Darden has served as a director of the Kodiak Board since June 2023 in conjunction with our IPO. Prior to the IPO, he served as a member of the board of directors of another Kodiak subsidiary from January 2019 through June 2023. Mr. Darden currently serves as Chairman and President of EQT Partners Inc. (“EQT Partners”) and Head of EQT Infrastructure Advisory Team Americas. He currently serves as executive officer and a director of EQT Infrastructure Company LLC, a holding company that seeks to acquire, own and control joint venture portfolio companies in the infrastructure sector. Prior to joining EQT Partners in 2008, Mr. Darden worked at GE Energy Financial Services where he invested in energy industry assets and companies. From 1998 to 2002, Mr. Darden held various positions within ABB Inc., a technology leader in electrification and automation. He is also currently serving on the board of directors of Madison Energy Infrastructure, a privately held company that develops, constructs, owns and operates distributed generation and energy storage assets within the commercial, industrial and small utility-scale sectors; Cypress Creek Renewables, LLC, a leading privately held national solar generation and energy storage company; Reworld, a privately held company that is a leader in providing sustainable environmental services across North America; Seven Seas Water Group, a privately held company that is a leading provider of sustainable water and waste water management solutions; Cirba Solutions, a privately held leader in battery recycling solutions; and The Broe Group, a privately held investment group with diversified holdings in real estate, rail, infrastructure, energy, agriculture, water, healthcare and technology. He previously was a member of the board of directors of Contanda Terminals LLC, Direct ChassisLink Inc., Fenix Marine Services, Ltd., Peregrine Midstream Partners LLC, Restaurant Technologies Inc and Synagro Technologies Inc. Mr. Darden received a Bachelor of Science in Business from North Carolina State University. We believe that Mr. Darden’s extensive leadership experience, skills and background qualify him to serve as a member of the Kodiak Board.


						Randall J. Hogan - Independent Director
						Randall J. Hogan has served as an independent Chairperson of the Kodiak Board since June 2023 in conjunction with our IPO. Prior to the IPO, he served as Chairperson of the board of directors of another Kodiak subsidiary from January 2019 through June 2023. He has also served as a member of the board of directors of Medtronic plc (NYSE: MDT), a healthcare technology leader, since January 2015 and has been an advisor to EQT since 2018. Mr. Hogan previously served as a director of nVent Electric plc (NYSE: NVT), a manufacturing company for electrical connection and protection products, from May 2018 through May 2024, and as Chairperson of nVent Electric plc from May 2018 to May 2023. Mr. Hogan served as the Chief Executive Officer of Pentair plc, an industrial manufacturing company, from 2001 to 2018 and as Chairperson of the Board from 2002 through 2018. Prior to his role as Chief Executive Officer of Pentair plc, Mr. Hogan held various leadership roles at Pentair plc including President and Chief Operating Officer from 1999 to 2000, and Executive Vice President and President of the Electrical and Electronic Enclosures Group from 1998 to 1999. Prior to joining Pentair plc in 1998, Mr. Hogan served as President of United Technologies’ Carrier Transicold Division, a provider of thermal management systems to the transportation industry. Before that, he served as Vice President and General Manager of Pratt & Whitney Industrial Turbines; held executive positions at General Electric; and served as a Consultant at McKinsey & Company. From 2008 to 2016, Mr. Hogan was a member of the board of directors of the Federal Reserve Bank of Minneapolis, including as Chairperson from December 2013 to January 2016. Mr. Hogan received a Bachelor of Science in Civil and Environmental Engineering from the Massachusetts Institute of Technology and a Master of Business Administration from the University of Texas at Austin. We believe that Mr. Hogan’s organizational leadership and board experience qualify him to serve as a member of the Kodiak Board.


						Margaret C. Montana - Independent Director
						Margaret C. Montana has served as a director on the Kodiak Board since June 2023 in conjunction with our IPO. Prior to the IPO, she served as a member of the board of directors of another Kodiak subsidiary from February 2019 through June 2023. Ms. Montana has served since September 2020 as member of the board of directors of Gibson Energy Inc. (TSE: GEI.CA), a Canadian crude oil infrastructure company. Ms. Montana retired as Chief Executive Officer and President of Shell Midstream Partners G.P., LLC in June 2015, and served on its board of directors from June 2014 until March 2020. Ms. Montana served in many roles with Shell USA, Inc. from August 2004 to June 2015, including Executive Vice President, U.S. Pipelines and Special Projects and Executive Vice President, Supply and Distribution, where she was responsible for hydrocarbon supply to Shell’s downstream worldwide fuels manufacturing and marketing businesses. Ms. Montana has also served on the Board of Trustees for Missouri University of Science & Technology since April 2018. Ms. Montana received a Bachelor of Science Degree in Chemical Engineering from the Missouri University of Science and Technology. We believe that Ms. Montana’s energy industry and senior executive and board experience qualify her to serve as a member of the Kodiak Board.

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Corporate Governance Highlights and Policies

Governance Highlights

Since our IPO, we have prioritized enhancing our corporate governance practices and retaining a highly-experienced Board that brings a range of relevant skills and qualifications to the Company. Our governance “best practices,” include the following:


Majority Independent Board			☑
100% Independent Committees			☑
Separation of Chair and CEO Roles			☑
Regular Executive Sessions			☑
Annual Board and Committee Evaluations			☑
Officer and Non-Employee Director Stock Ownership Guidelines			☑
Prohibition on Hedging Transactions			☑
Clawback Policy			☑
Access to Management			☑
Shareholder Engagement			☑
Majority Voting Rights			Approved, subject to shareholder approval, amendments to our Charter to eliminate certain supermajority voting requirements and other obsolete provisions
Beginning the Process of Declassifying our Board			Approved, subject to shareholder approval, amendments to our Charter to declassify the Board of Directors and provide for the annual election of directors

Board Leadership Structure

The Board does not have a formal policy on whether the positions of Chief Executive Officer and Chairperson of the Board should be separate or united, but rather will make that determination from time to time in its judgment. The Chairperson of the Board is currently an independent director, but if the Chairperson of the Board is not independent, the Board will designate a lead independent director. The Chairperson of the Board presides at all meetings of the Board and the shareholders, and performs such other duties, and exercises such powers, as prescribed by the Bylaws or by the Board, from time to time. If the Chairperson of the Board is not independent and a lead independent director has been appointed, he or she presides at executive sessions of the independent directors and will bear such further responsibilities as the Board may designate from time to time. Currently, Randall J. Hogan serves as the Board’s independent Chairperson.

The independent members of the Board have reviewed this leadership structure and believe it is appropriate for the Company at the current time. The Chief Executive Officer is responsible for setting the strategic direction for the Company, as well as the day-to-day leadership and performance of the Company, while the Chairperson provides guidance to the Chief Executive Officer and sets the agenda for, and presides over, meetings of the full Board. The Chief Executive Officer and Chairperson provide leadership to the Board and work with it to define its structure and activities in the fulfillment of its responsibilities. The Chairperson presides over executive sessions, ensures that no conflict of interest arises between management and the functions of the Board, and facilitates communication among the directors. The Chairperson and the Chief Executive Officer work together to provide appropriate information to the Board, and the Chairperson works with other Board members to provide strong, independent oversight of the Company’s management and affairs. Thus, the Board believes that the current

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structure balances the needs for the Chief Executive Officer to run the Company on a day-to-day basis with the benefit provided to the Company by significant involvement and leadership of an independent Chairperson.

Insider Trading Policy; Prohibition on Hedging Transactions

We maintain an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers and employees, as well as by the Company, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Policy is included as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2025.

In addition, our Insider Trading Policy prohibits directors, officers and employees from entering into any transaction designed to hedge or offset any decrease in the market value of our equity securities, including purchasing financial instruments (such as pre-paid variable forwards, equity swaps, collars and exchange funds), or otherwise trading in market options (such as puts or calls), warrants, or other derivative instruments of our equity securities. Any person wishing to enter into such an arrangement must first submit the proposed transaction for approval by the Chief Legal Officer/General Counsel.

Risk Oversight

The Kodiak Board is actively involved in oversight of risks that could affect us. This oversight function is conducted directly as well as through committees of the Kodiak Board, but the full Kodiak Board retains responsibility for general oversight of risks. The Audit & Risk Committee is charged with oversight of our system of internal controls and risks relating to financial reporting, legal, regulatory and accounting compliance. The Kodiak Board will continue to satisfy its oversight responsibility through full reports from the Audit & Risk Committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within our Company.

Specifically, given the importance to our business and the heightened risk, the Audit & Risk Committee oversees the process of reviewing our cybersecurity risks, including cybersecurity exposures and the steps taken by management to monitor and control such exposures. Our Board reviews and actions any mitigating strategies regarding any identified cybersecurity risks. The cybersecurity team provides periodic updates to the Audit & Risk Committee on the effectiveness of our cyber risk management program. In addition, cybersecurity risks are reviewed by our Board and the Audit & Risk Committee, at least annually, as part of the Company’s enterprise risk management program.

Code of Conduct

The Code of Conduct adopted by the Kodiak Board is applicable to our employees, directors and officers, in accordance with applicable United States federal securities laws and the corporate governance rules of the NYSE. Any waiver of this code may be made only by the Kodiak Board and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of the NYSE. A copy of our Code of Conduct is available on our website at http://kodiakgas.com under the Governance tab.

Corporate Governance Guidelines

The Corporate Governance Guidelines were adopted by the Kodiak Board in accordance with the corporate governance rules of the NYSE and serves as a general framework to assist the Kodiak Board in carrying out its responsibility for the business and affairs of Kodiak that are to be managed by or are under the direction of the Kodiak Board. A copy of the Corporate Governance Guidelines is available on our website at http://kodiakgas.com under the Governance tab.

Clawback Policy

In June 2023, the Board adopted a clawback policy, consistent with the requirements of Rule 10D-1 under the Exchange Act of 1934, as amended (the “Exchange Act”), and the related NYSE listing standards, that requires an executive officer to repay or return erroneously awarded compensation in the event of an accounting restatement of previously-reported financial results. A copy of our clawback policy is included as Exhibit 97.1 to our Annual Report on Form 10-K for the year ended December 31, 2025.

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Stock Ownership Guidelines

Our Personnel & Compensation Committee believes that stock ownership requirements closely align our Named Executive Officers’ (defined below) interests with those of our stockholders by ensuring they hold a meaningful ownership stake in our Company. Our Chief Executive Officer is required to hold an aggregate amount of our common stock with a market value of at least five times his annual base salary and our other Named Executive Officers are required to hold an aggregate amount of our common stock with a market value of at least three times his or her annual base salary, in each case within five years of becoming a Named Executive Officer. Until the ownership requirement is met, the Named Executive Officer is prohibited from selling equity in the open market without the consent of the Personnel & Compensation Committee. Ownership is based on direct ownership and unvested restricted stock or restricted stock units (time-vested) held by the executive; unearned performance units are not used to calculate ownership. Our Personnel & Compensation Committee reviews the stock ownership of our Named Executive Officers annually. As of the date of this Proxy Statement, all Named Executive Officers were in compliance with these guidelines.

Our stock ownership guidelines require each non-employee director to own an amount of our common stock equal to at least five times the base cash retainer amount (which currently equates to $400,000) within five years of his or her election to the Kodiak Board (or in the case of Mr. Darden within five years of becoming eligible for non-employee director stock grants). We measure the stock ownership of our directors annually. All directors are in compliance with our stock ownership guidelines or are on track to become compliant with them within the required timeframe.

Communication with the Company

Communication with our Board

Our Board and management believe strongly in the benefits of listening and communicating continually with a wide array of shareholders and stakeholders.

Shareholders or other interested parties may communicate with the entire Board or any individual member of the Board by writing to Randall J. Hogan, independent Chairperson of the Board, at the address provided below. All written inquiries will be immediately forwarded as directed. In addition, any concern or inquiry may be communicated to our Audit & Risk Committee or the Board by calling our Ethics Helpline at 1-844-989-1482 or by going to http://kodiakgas.ethicspoint.com.

Company Documents

We will provide to any shareholder or potential investor, free of charge, a copy of this Proxy Statement or Annual Report on Form 10-K for the year ended December 31, 2025. These documents are also available on our website at http://kodiakgas.com under the Investors - SEC Filings tab.

Company Contact

Information relating to our corporate governance, including our Corporate Governance Guidelines, Code of Conduct, committee charters, information concerning our executive officers and members of our board of directors, and ways to communicate with us are available on our investor relations site at http://kodiakgas.com. We will provide any of the foregoing information without charge upon written request to our Corporate Secretary.

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Kodiak’s Corporate Secretary and Investor Relations Departments can be contacted as follows:


						By mail:			Kodiak Gas Services, Inc. 9950 Woodloch Forest Dr., Suite 1900 The Woodlands, TX 77380

						Communication through our Ethics Helpline:			available by anonymous communication by calling 1-844-989-1482 or http://kodiakgas.ethicspoint.com


						By telephone:			1-936-539-3300

						By email:			ir@kodiakgas.com

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☑			THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT

PROPOSAL 2 - Advisory, Non-Binding Vote to Approve the Compensation of the Named Executive Officers for 2025.

As required by Section 14A(a)(1) of the Exchange Act, we are providing our stockholders the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers as disclosed in this Proxy Statement. The vote on this resolution is not intended to address any specific element of compensation; rather, the vote on an advisory basis relates to the compensation of the Named Executive Officers as described in this Proxy Statement in accordance with the rules of the SEC.

As described in more detail under the “Compensation Discussion & Analysis” section of this Proxy Statement below, our compensation program for Named Executive Officers is designed to attract and retain key executives, motivate them to achieve our short-term and long-term objectives without exposing us to excessive or unnecessary risk, and align their interest with our stockholders’ interests. To achieve these goals, we’ve designed our executive compensation program to deliver a competitive package and to reward our key executives for superior performance.

The vote on this resolution is an advisory, non-binding vote. However, our Personnel & Compensation Committee, which is responsible for designing and overseeing the administration of our executive compensation program, and our Board will consider the outcome of the vote as an indicator of how well our compensation philosophy and programs align with the interests of our stockholders. Accordingly, we ask our stockholders to vote on the following resolution:

RESOLVED, that Kodiak’s stockholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in Kodiak’s Proxy Statement for its 2026 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion & Analysis, the 2025 Summary Compensation Table and the other compensation-related tables and accompanying narrative disclosures.

Vote Required

Approval of this proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of common stock and preferred stock, voting together as a single class, present in person or represented by proxy and entitled to vote on the subject matter. You may vote “for” or “against” this proposal or you may abstain from voting on this proposal. Abstentions will count the same as votes against this proposal. Broker non-votes will have no effect on the outcome of this proposal. The persons named as agents and proxies in the accompanying proxy card intend to vote such proxy in favor of the compensation of our Named Executive Officers unless a choice is set forth therein or unless an abstention or broker “non-vote” is indicated therein.

Board Recommendation

The Board recommends that the shareholders vote “FOR" the approval, on a non-binding, advisory basis, of the compensation of our Named Executive Officers as disclosed in this Proxy Statement.

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☑			THE BOARD RECOMMENDS THAT YOU VOTE “FOR” A FREQUENCY OF “1 YEAR” FOR FUTURE VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

PROPOSAL 3 - Advisory, Non-Binding Vote on the Frequency of Future Advisory Votes to Approve the Compensation of our Named Executive Officers

As required by Section 14A(a)(2) of the Exchange Act, we are providing our stockholders the opportunity to vote, on a non-binding, advisory basis, on how frequently we should seek future advisory votes on the compensation of our Named Executive Officers as disclosed in accordance with the compensation disclosure rules of the SEC. As this is the first year in which we are required to hold an advisory vote to approve executive compensation pursuant to the SEC's rules, we do not currently have a set frequency for such votes. By voting with respect to this proposal, shareholders may indicate whether they would prefer that we conduct future advisory votes on the compensation of our Named Executive Officers every one, two or three years. In addition, shareholders may abstain from voting on this proposal.

Our Board of Directors believes that future advisory votes to approve Named Executive Officer compensation should be held every year. We recognize that shareholders may have different views as to the best approach for us, and therefore we look forward to hearing from our shareholders as to their preferences on the frequency of future advisory votes on the compensation of Named Executive Officers. Shareholders are not voting to approve or disapprove of our Board of Directors’ recommendation. Shareholders may cast a vote on the preferred frequency by selecting the option of one year, two years or three years (or abstain) when voting on this matter.

Vote Required

Approval of this proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of common stock and preferred stock, voting together as a single class, present in person or represented by proxy and entitled to vote on the subject matter. You may vote for “one year”, “two years” or “three years” or you may abstain from voting on this proposal. Abstentions will count as a vote against each of three frequency alternatives for this proposal. Broker non-votes will have no effect on the outcome of this proposal. The persons named in the accompanying proxy intend to vote for the option of one year for the frequency of such advisory votes, unless a choice is set forth thereon or unless an abstention or broker “non-vote” is indicated thereon.

Board Recommendation

The Board recommends that the shareholders vote “FOR" a frequency of “1 Year” for future advisory votes on the compensation of our Named Executive Officers.

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EXECUTIVE OFFICERS OF KODIAK

Set forth below are the names, ages and positions of our executive officers as of March 9, 2026, other than Mr. McKee. Biographical information with respect to Mr. McKee is set forth above under “Proposal 1 – Election of Class III Directors.”

Name

Age

Position

Robert McKee

President and Chief Executive Officer

John Griggs

Executive Vice President and Chief Financial Officer

Chad Lenamon

Executive Vice President and Chief Operations Officer

Cory Roclawski

Executive Vice President and Chief Human Resources Officer

Steven L. Green

Executive Vice President and Chief Commercial Officer

Jennifer LeGrand Howard

Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

Pedro R. Buhigas

Executive Vice President and Chief Information Officer


						John Griggs
						John Griggs has served as our Executive Vice President and Chief Financial Officer since January 2023. Prior to joining the Company, Mr. Griggs held Chief Financial Officer roles at Circulus Holdings, PBLLC, a leading plastics recycling company, from June 2021 to January 2023; Conquest Completion Services, LLC, a leading operator of high-capacity coiled tubing units for the natural gas and oil industry, from June 2018 to June 2021; and Rubicon Oilfield International, LLC, an oilfield products manufacturing company, from 2015 to June 2018. From 2011 through 2014, Mr. Griggs was a Managing Director at CSL Capital Management, an energy private equity firm. From 2005 through 2011, Mr. Griggs was a Senior Vice President for the direct capital arm of the D.E. Shaw Group where he focused on direct debt and equity investments in energy companies. Prior to 2005, Mr. Griggs served as an investment banker in the M&A department of Simmons & Company International, where he covered the oilfield service and midstream sectors. From 2017 to April 2021, Mr. Griggs was a board member and chairman of the audit committee of Nuverra Environmental Solutions, Inc. He received a Master of Business Administration from the Harvard Business School and a Bachelor of Arts in Liberal Arts from the University of Texas at Austin.


						Chad Lenamon
						Chad Lenamon has served as our Executive Vice President and Chief Operations Officer since January 2023 and was the Chief Operating Officer of Kodiak Gas Services, LLC (“Kodiak Services”) prior to that, since October 2022. Previously, Mr. Lenamon served as Executive Vice President of Special Projects and Supply Chain of Kodiak Services from October 2019 to October 2022. Before joining the Company, Mr. Lenamon spent over 25 years serving in various roles in operations, engineering, fleet management, and supply chain within the natural gas and oil compression industry, including President and Chief Operating Officer of Pegasus Optimization Managers, LLC from July 2017 until its acquisition by the Company in October 2019, and President and Chief Operating Officer of CDM Resource Management, LLC from 2010 to 2015.

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						Cory Roclawski
						Cory Roclawski has served as our Executive Vice President and Chief Human Resource Officer since January 2023 and has served as the Chief Human Resource Officer of Kodiak Services since February 2020. Ms. Roclawski has more than 20 years of experience in human resource leadership and in the midstream, upstream, and oil field services segments. Prior to joining the Company, Ms. Roclawski was the Vice President of Human Resources at Rubicon Oilfield International, LLC from May 2016 to February 2020, and Senior Human Resource Manager at Exterran Corporation from October 2012 to May 2016. She received a Doctor of Jurisprudence from South Texas College of Law Houston, a Master of Business Administration from Baldwin Wallace University and a Bachelor of Science in Business Administration from Miami University.

SEC Form DEF 14A filed by Kodiak Gas Services Inc.