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 (Amendment No.          )

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the stockholders of Ranger Energy Services, Inc.:

The Annual Meeting is being held for the following purposes:

1.    To elect the two nominees, Stuart N. BoddenBrett T. Agee and Richard E. Agee,Carla Mashinski, as Class IIIII directors to the Company’s Board of Directors, each of whom will hold office until the 20262027 Annual Meeting of Stockholders and until histheir successor is elected and qualified or until the earlier of death, resignation, disqualification, or removal.

3.    To provide non-binding approval of our executive compensation.compensation for 2023.

4.     To provide a non-binding selection of the frequency of future votes on executive compensation.

Each outstanding share of the Company’s Class A Common Stock (NYSE: RNGR) entitles the holder of record at the close of business on March 13, 2023,2024, to receive notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting.

We are pleased to take advantage of rules promulgated by the United States Securities and Exchange Commission that allow us to furnish our proxy materials and our annual report to stockholders on the Internet.internet. We believe that posting these materials on the Internetinternet enables us to provide stockholders with the information that they need more quickly, while lowering our costs of printing and delivery and reducing the environmental impact of our Annual Meeting.

In order to attend the Annual Meeting virtually, you must register in advance at www.proxydocs.com/RNGR prior to the start of the meeting. Upon completing your registration, you will receive further instructions via email,e-mail, including your unique link that will allow you access to the meetingAnnual Meeting and the ability to submit questions. Please be sure to follow instructions found on your proxy card and/or voting authorization form and subsequent instructions that will be delivered to you via email.e-mail after successful registration. If you are planning to attend our meeting,virtual Annual Meeting, please check the website ten days prior to the meetingAnnual Meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.

It is important that you retain a copy of the control number found on the proxy card, voting instruction form or proxy notice, as such number will be required in order for stockholders to gain access to the virtual meeting.

Voting During the Meeting

You may vote shares registered directly in your name as the stockholder of record electronically during the annual meeting.Annual Meeting. If you choose to vote your shares online during the Annual Meeting, please follow the instructions provided on your proxy notice or the proxy card to log in to www.proxydocs.com/RNGR. You will need the control number included on your proxy notice or on your proxy card. If your shares are held in a stock brokerage account or by a bank, broker or other holder of record, you may also vote electronically during the Annual Meeting using your control number provided by your bank, broker or other holder of record.

Even if you plan to participate in the Annual Meeting, the Company strongly recommends that you vote your shares in advance by internet, telephone, or by signing, dating, and returning the proxy card (if requested) as described below so that your vote will be counted if you later decide not to participate in the annual meeting.Annual Meeting.

Questions

If you wish to submit a question, you may do so at the time of meeting registration by logging into the virtual meeting platformwebsite at www.proxydocs.com/RNGR. Only questions pertinent to meeting matters will be answered during the meeting, subject to time constraints.

Technical Difficulties

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual annual meeting.Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page.

WHETHER OR NOT YOU EXPECT TO ATTEND THE VIRTUAL ANNUAL MEETING, WE URGE YOU TO VOTE YOUR SHARES BY INTERNET, TELEPHONE, OR BY SIGNING, DATING AND RETURNING THE PROXY CARD YOU WILL RECEIVE IF YOU REQUEST PRINTED MATERIALS. IF YOU CHOOSE TO ATTEND THE VIRTUAL ANNUAL MEETING, YOU MAY STILL VOTE YOUR SHARES VIRTUALLY, EVEN THOUGH YOU HAVE PREVIOUSLY VOTED OR RETURNED YOUR PROXY BY ANY OF THE METHODS DESCRIBED IN OUR PROXY STATEMENT. IF YOUR SHARES ARE HELD IN A BANK OR BROKERAGE ACCOUNT, PLEASE REFER TO THE MATERIALS PROVIDED BY YOUR BANK OR BROKER FOR VOTING INSTRUCTIONS.

ALL STOCKHOLDERS ARE EXTENDED A CORDIAL INVITATION TO ATTEND THE VIRTUAL ANNUAL MEETING.

Houston, Texas

March 31, 202327, 2024

RANGER ENERGY SERVICES, INC.

RANGER ENERGY SERVICES, INC.

In order to attend the Annual Meeting, you must register in advance at www.proxydocs.com/RNGR prior to the start of the meeting.May 8, 2024. Upon completing your registration, you will receive further instructions via email,e-mail, including your unique link that will allow you access to the meetingAnnual Meeting and the ability to submit questions. Please be sure to follow instructions found on your proxy card and/or voting authorization form and subsequent instructions that will be delivered to you via email. If you are planning to attend our virtual meeting, please check the website ten days prior to the meeting date.e-mail after successful registration. As always, we encourage you to vote your shares prior to the Annual Meeting.

It is important that you retain a copy of the control number found on the proxy card, voting instruction form or Notice, as such number will be required in order for stockholders to gain access to the virtual meeting.

The purpose of the Annual Meeting is for our stockholders to consider and act upon the proposals described in this Proxy Statement and any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof.Meeting. In addition, management will report on the performance of the Company and respond to questions from stockholders.

At the Annual Meeting, our stockholders will be asked to consider and vote upon the following fourthree proposals:

Pursuant to the “notice and access” rules adopted by the United States Securities and Exchange Commission (the “SEC”), we have elected to provide stockholders access to our proxy materials via the Internet.internet. The approximate date on which this Proxy Statement, accompanying Notice and proxy card and the Company’s 20232024 Annual Report to Stockholders are first being made available to stockholders at www.proxypush.com/www.proxydocs.com/RNGR is March 31, 2023. Such27, 2024. The Notice will be sent to all stockholders of record as of March 13, 20232024 (the “Record Date”). The Notice includes instructions on how to access our proxy materials over the Internetinternet and how to request a printed copy of these materials. In addition, by following the instructions in the Notice, stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis.

Choosing to receive your future proxy materials by e-mail will save the Company the cost of printing and mailing documents to you and will reduce the impact of the Company’s annual meetings on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site.website. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.revoke it or are no longer eligible to receive proxy materials under SEC rules.

Our 20232024 Annual Report to Stockholders and this Proxy Statement are available at www.proxypush.com/www.proxydocs.com/RNGR.

The Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), is the only class of securities that entitle holders to vote at meetings of the Company’s stockholders. Each share of Class A Common Stock outstanding on the Record Date entitles the holder to one vote at the Annual Meeting. To participate, vote or submit questions, you will receive further instructions via email,e-mail, including unique links to access the Annual Meeting and to submit questions in advance of the Annual Meeting. Stockholders may vote and submit questions during the Annual Meeting via live webcast.

If, on the Record Date, you hold shares of our Class A Common Stock that are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the stockholder of record with respect to those shares. Mediant, Inc. (“Mediant”) is sending these proxy materials directly to you on our behalf. As a stockholder of record, you may vote virtually at the Annual Meeting or by proxy. Whether or not you plan to attend the Annual Meeting virtually, you may vote via the Internetinternet by following the instructions on the Notice. If you request printed copies of the proxy materials by mail, you may also vote by signing and submitting your proxy card, or by submitting your vote by telephone. Whether or not you plan to attend the Annual Meeting, we urge you to vote by way of the Internet,internet, telephone or by completing and returning the proxy card you will receive upon request of printed materials. If you submit a proxy but do not give voting instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our Board stated in this Proxy Statement. Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by: (1) delivering a written notice of revocation addressed to Ranger Energy Services, Inc., Attn: Melissa Cougle, 10350 Richmond Ave., Suite 550, Houston, Texas 77042; (2) properly submitting a duly executed proxy bearing a later date; (3) voting again by Internetinternet or telephone;telephone prior to the Annual Meeting; or (4) attending the Annual Meeting and voting virtually. Your last vote or proxy will be the vote or proxy that is counted. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you vote or specifically so request.

If, on the Record Date, you hold shares of our Class A Common Stock in an account with a brokerage firm, bank or other nominee, then you are a beneficial owner of the shares and hold such shares in “street name,” and these proxy materials will be forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in their account, and the nominee has enclosed or provided voting instructions for you to use in directing how to vote your shares. The nominee that holds your shares, however, is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares virtually at the Annual Meeting unless a legal proxy from your broker, bank or other nominee confirming your beneficial ownership of the shares as of the Record Date is obtained. Whether or not you plan to attend the Annual Meeting, we urge you to vote by following the voting instructions provided to you to ensure that your vote is counted.

If you are a beneficial owner and do not vote, and your broker, bank or other nominee does not have discretionary power to vote your shares, your shares may constitute “broker non-votes.” Broker non-votes occur when shares held by a broker for a

beneficial owner are not voted with respect to a particular proposal and generally occur because the broker (1) does not receive voting instructions from the beneficial owner, and (2) lacks discretionary authority to vote the shares. Brokers and other nominees have discretionary authority to vote on ratification of our independent registered public accounting firm for clients who have not provided voting instructions. However, without voting instructions from their clients, theybroker and other nominees cannot vote on “non-routine” proposals, including the election of directors. Shares that constitute broker non-votes will be counted for the purpose of establishing a quorum at the Annual Meeting.

Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting. If you receive more than one Notice, it is because your shares are registered in more than one name or are registered in different accounts. Please follow the instructions on each Notice received to ensure that all of your shares are voted.

A list of stockholders of record as of the Record Date will be available for inspection during ordinary business hours at our offices located at 10350 Richmond Ave., Suite 550, Houston, Texas 77042, for a period of ten days prior to the date of our Annual Meeting. You may also examine our stockholder list during the Annual Meeting by following instructions provided on the Annual Meeting website, which may be accessed at www.proxydocs.com/RNGR.

The presence at the Annual Meeting, whether virtually or by valid proxy, of the persons holding a majority of shares of Class A Common Stock outstanding on the Record Date will constitute a quorum, permitting us to conduct our business at the Annual Meeting. On the Record Date, there were 25,922,34223,595,876 shares of Class A Common Stock held by approximately 8092 stockholders of record, which does not include stockholders whose shares are held in “street name.” Abstentions (i.e., if you or your broker mark “ABSTAIN” on a proxy or voting instruction form, or if a stockholder of record attends the Annual Meeting but does not vote (either before or during the Annual Meeting)) and broker non-votes will be considered to be shares present at the meeting for purposes of a quorum.

Solicitation of proxies may be made via the Internet,internet, mail, personal interview or telephone by officers, directors and regular employees of the Company. The Company may also request banking institutions, brokerage firms, custodians, nominees and fiduciaries to forward solicitation material to the beneficial owners of Class A Common Stock that those companies or persons hold of record, and the Company will reimburse the forwarding expenses. In addition, the Company has retained Mediant to provide various services relating to the proxies, including webhosting, printing, mailing and tabulating votes, for an aggregate fee of approximately $30,000.$35,500. The Company will bear all costs of such services.

A proxy that is properly completed and submitted will be voted at the Annual Meeting in accordance with the instructions on the proxy. If you properly executecomplete and submit a proxy, but do not provide any voting instructions, your shares will be voted FOR each of the director nominees listed in Proposal ONE, FOR Proposal TWO, and FOR Proposal THREE and FOR a frequency of ONCE EVERY YEAR in connection with Proposal FOUR.THREE.

If any other business properly comes before the stockholders for a vote at the Annual Meeting, your shares will be voted in accordance with the discretion of the holders of the proxy. The Board of Directors knows of no matters, other than those previously stated, to be presented for consideration at the Annual Meeting.

DIRECTORS AND EXECUTIVE OFFICERS

After the Annual Meeting, assuming the stockholders elect the two nomineesnominee of the Board of Directors as set forth in “Proposal One—Election of Directors,” the Board of Directors of the Company will be, and the executive officers of the Company are:

Effective as of the date of the Annual Meeting, and as announced in the Company’s Form 8-K filing on March 7, 2023, theThe Company’s Board of Directors will consistcurrently consists of seven members, and if the stockholders elect each of the nominees to the Board as set forth in “Proposal One—Election of Directors” above, the Board will continue to consist of seven members. The Board of Directors is divided into three classes: Class I, Class II and Class III, with each class serving staggered three-year terms. Each year, one class of directors will stand for re-election as their terms of office expire. Presented below is biographical information about each of the Company’s executive officers, directors and nominees for director.

a Masterdirector and Audit Committee chairman of SciencePrimoris Services Corporation (PRIM) and BKV Corporation. Ms. Mashinski is a Certified Public Accountant and holds a Bachelor’s degree in Accounting from the University of Houston.Tennessee at Knoxville and an Executive MBA from the University of Texas at Dallas. She was recognized by WomenInc. as one of the Most Influential Corporate Board Directors of 2019; received the 2020 Breakthrough Award from Greater Houston Women’s Chamber of Commerce and 2020 Top 50 Most Powerful Women in Oil and Gas. Ms. Mashinski is NACD Directorship Certified by the National Association of Corporate Directors. She also authored the book Five Attributes to a Successful Career. We believe Ms. Mashinski’s oil and gas experience, financial background, and board member service will bring diversity, expertise, and knowledge to our Board of Directors.

MEETINGS AND COMMITTEES OF DIRECTORS

The Board of Directors held sevennine meetings and its independent directors met in executive session fournine times during 2022.2023. During 2022, all of2023, our directors attended 100%92% of the meetings of the Board of Directors and the meetings of the committees of the Board of Directors on which each director served.

Directors are expected and encouraged to attend the Company’s annual meeting of stockholders, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities.

responsible for preparing an agenda for, the meetings of the independent directors in executive session.

The Board of Directors currently have three standing committees, the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee.

The Board of Directors and the Audit Committee each expect to meet a minimum of four times per calendar year in 20232024 and future years. The Compensation Committee and Nominating and Governance Committee expects to meet a minimum of twice per calendar year in 20232024 and future years.

The Audit Committee oversees, reviews, acts and reports on various auditing and accounting matters to the Board of Directors, including:including the selection of the Company’s independent registered public accounting firm, the scope of annual audits, fees to be paid to the independent registered accounting firm, the performance of the Company’s independent registered public accounting firm and the Company’s accounting practices. In addition, the Audit Committee oversees the Company’s compliance programs relating to legal and regulatory requirements, and is responsible for overseeing the Company’s assessment and management of financial reporting and internal control risks, as well as other financial risks, such as the credit risks associated with counterparty exposure.risks.

The Compensation Committee reviews and approves all compensation of directors and executive officers, including salaries, bonuses and compensation plans, policies and programs of the Company and administers all plans of the Company

The Nominating and Governance Committee, amongst other responsibilities, identifies individuals qualified to be members of the Board of Directors and to recommend to the Board director nominees for the next annual meeting of stockholders, advises the Board about the appropriate composition of the Board and its Committees, recommends to the Board the directors to serve on each outstanding Committee, and oversees the development and implementation of management’s succession planning.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2022,2023, our last completed fiscal year, none of our executive officers served on the board of directors or compensation committee of a company that had an executive officer who served on our Board or our Compensation Committee and participated in deliberations of the Board or the Compensation Committee concerning executive officer compensation. Further, no member of our Board was an executive officer of a company in which one of our executive officers served as a member of the board of directors or compensation committee of that company.

DIRECTOR COMPENSATION

We provided certain of our independent directors, who served during 2022,2023, with an annual retainer of $100,000 per year, which was paid in cash, and an annual equity-based compensation in the form of a Restricted Stock award which has a grant date fair value of $75,000. All members of our Board of Directors are reimbursed for certain reasonable expenses in connection with their services to us.

(1)    Represents the director cash retainer payments made during 2022.2023.

(2)    PursuantPrior to 2023, pursuant to the policies of CSL Capital Management, equity awards granted to Charles S. Leykum and Gerald C. Cimador, each of whom are affiliated with CSL Capital Management, for services provided for acting as a Director arewere for the benefit of CSL Capital Management, where Charles S. Leykum is an indirect beneficial owner of such shares. During 2023, the policy changed and the shares are now issued directly to Mr. Leykum. Mr. Cimador retired from the board on May 12, 2023 and did not receive a grant for 2023.

PROPOSAL ONE—ELECTION OF DIRECTORS

As of the date of the Annual Meeting, and as announced in the Company’s Form 8-K filing on March 7, 2023, theThe Board of Directors will consistcurrently consists of seven directors. In accordance with the terms of our Certificate of Incorporation and our Amended and Restated Bylaws, the Board of Directors is divided into three classes: Class I, Class II and Class III, with each class serving staggered three-year terms. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Each director elected to the Board of Directors will hold office until his or her successor has been elected and qualified or until the earlier of their death, resignation, disqualification or removal. The current members of the classes of our Board are divided as follows:

The Board of Directors has nominated the following individuals for election as Class IIIII directors of the Company, to serve until the 20262027 Annual Meeting, and until histheir successor is elected and qualified or until the earlier of death, resignation or removal:

Each of the above individuals are currently serving as a director of the Company. Biographical information for each individual is contained in the “Directors and Executive Officers” section above.

The Board of Directors has no reason to believe that any of its nominees will be unable or unwilling to serve if elected. If a nominee becomes unable or unwilling to accept nomination or election, either the number of the Company’s directors will be reduced or the persons acting under the proxy will vote for the election of a substitute nominee that the Board of Directors recommends.

The election of directors in this Proposal ONE requires the affirmative vote of a plurality of the votes validly cast at the election. Neither WITHHOLD votes nor broker non-votes will have any effect on the outcome of voting on director elections.

PROPOSAL TWO—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of duties related to the review of manual journal entries and account reconciliations, (ii) ineffective information technology general controls related to administrative user access to the Company’s information systems that are relevant to the preparation of financial statements to ensure appropriate segregation of duties and to adequately restrict access to financial applications and data and (iii) ineffective controls over accounting for complex transactions..

The Audit Committee has the application of accounting principlessole authority and responsibility to a specified transaction, either completed or proposed, or the audit opinion that might be rendered onretain, evaluate and replace the Company’s consolidated financial statements and no written report or oral advice was provided toindependent registered public accounting firm. The stockholders’ ratification of the Company byappointment of Grant Thornton that was an important factor considered bydoes not limit the Company in deciding onauthority of the Audit Committee to change independent registered public accounting firms at any accounting, auditing or financial reporting issue, or (ii) any matter subject to any“ disagreement” (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).time.

The table below presents the aggregate fees billed by Grant Thornton in 2023 and BDO in 2023 and 2022, the Company’s independent registered public accounting firm,firms for each respective year, for services provided in the last two fiscal years:

(1)     The audit fees consist of the aggregate fees paid for professional services rendered for (i) the audit of our annual financial statements included in our Annual Report on Form 10-K and (ii) a review of financial statements included in our Quarterly Reports on Form 10-Q.

EXECUTIVE COMPENSATION

The following discussion relates to the compensation of the individuals who served as our principal executive officer (“PEO”) and our two other most highly compensated executive officers, as determined under the rules of the SEC, based on compensation paid to or earned by such individuals for the fiscal year ended December 31, 2022.2023. We are currently considered a “smaller reporting company” (as such term is defined in Item 10(f) of Regulation S-K) for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, we have opted to comply with the executive compensation disclosure rules in Item 402(l)-(r) of Regulation S-K applicable to smaller reporting companies. Further, our reporting obligations generally extend only to the individuals who served as our PEO and our two other most highly compensated executive officers during fiscal year 2022.2023. For the fiscal year ending December 31, 2022,2023, these individuals are referred to as our “Named Executive Officers” or “NEOs,” as set forth below. The following sections provide compensation information pursuant to the scaled disclosure rules applicable to smaller reporting companies under the rules of the SEC, including reduced narrative and tabular disclosure obligations regarding executive compensation.

Compensation Actually Paid and Company Performance

The graphs below provide an illustration of the relationship between the Compensation Actually Paid to our PEO and the average of the Compensation Actually Paid to our Non-PEO NEOs and (i) Company TSR and (ii) Adjusted EBITDA for the fiscal years ended December 31, 2023, 2022, and 2021.

TSR amounts reported in the graph below assume an initial fixed investment of $100, and that allincluding reinvestment of dividends, if such amount were reinvested.invested on December 31, 2020.

Outstanding Equity Awards at 20222023 Fiscal Year-End

Additional Narrative Disclosures

Each NEO’s base salary is a fixed component of compensation that does not vary depending on the level of performance achieved. Base salaries are determined for each NEO based on his or her position and responsibility. Pursuant to the employment agreements we maintain with our NEOs, each NEO’s base salary may be increased but not decreased except in connection with a reduction of up to 10% that applies to all similarly situated employees that is necessary to allow us to avoid violating one or more financial covenants contained in loan agreements or similar financing arrangements. Our Compensation Committee reviews the base salaries for each NEO annually as well as at the time of any promotion or significant change in job responsibilities and in connection with each review, our Board of Directors considers individual and company performance over the course of the applicable year.

Our NEOs are eligible to receive bonuses under the Company’s Management Incentive Program (“MIP”) which was established on February 4, 2019, and last updated on March 30, 2022, whichand is comprised of annual targets and weighting with respect to certain performance metrics recommended by the Compensation Committee and approved by the Board during its fourth quarter meeting each year. The MIP is intended to recognize the NEOs’ significant contributions and aid in our retention efforts. Our Compensation Committee assesses the performance of each NEO against the established targets at the end of each fiscal year and recommends bonus payouts under the MIP to the Board for final approval. For fiscal yearyears ended December 31, 2023 and 2022, our NEOs were eligible to receive bonuses under the MIP, which arewith earned bonuses in respect of the applicable fiscal year reflected in the Summary Compensation Table. In connection with the fiscal year ended December 31, 2021, Messrs. Bodden and Hooker received a discretionary bonus in 2022 of $150,000 and $44,440, respectively. Ms. Cougle did not receive any cash bonuses in 2022.

    The Peer Groups to which the Company’s relative TSR performance will be compared for each of the awards are as follows:

    Threshold performance, with respect to absolute TSR, is stock price growth of 10% above the base price of $6.69, $6.08, $10.42, $10.56, and $10.42$10.90 for the 2020, 2021, 2022, 2023, and 20222023 issued with $14.50 floor PSU awards, respectively, at which 25% of the target award tied to this measure is earned. Stock price growth below the 10% results in no award being earned with respect to absolute TSR. Threshold performance, with respect to relative TSR, is total TSR at or above the 30th percentile of the Peer Group, at which 50% of the target award tied to this measure is earned. Performance ranking at or below the 20th percentile results in no award being earned with respect to the relative TSR. With respect to the relative TSR, if there is a 15% decline in stock price compared to the grant date value, then the maximum payout is the target level of 100% regardless of relative rank.

    Target performance, with respect to absolute TSR, is stock price growth of 50% above the base price, at which 100% of the target award tied to this measure is earned. Target performance, with respect to relative TSR, is total TSR at or above the 50th percentile of the Peer Group, at which 100% of the target award tied to this measure is earned.

    Maximum performance with respect to absolute TSR, is stock price growth of 75% above the base price, at which 200% of the target award tied to this measure is earned. Maximum performance, with respect to relative TSR, is total TSR at or above the 100th percentile of the Peer Group, at which 200% of the target award tied to this measure is earned.

    In the event of a change in control during the performance cycle followed by a NEO’s termination of employment without cause within two years following such change in control (and during the performance cycle), all unvested PSUs become fully vested at the target level. If a NEO experiences a termination of employment due to death or disability during the performance cycle, then all of the outstanding PSUs shall become fully vested on such date at the target level.

    If a NEO’s employment is terminated without cause or the NEO resigns for good reason, all unvested shares of Restricted Stock that would have vested on or before the first anniversary of the applicable date of termination (assuming that the NEO had remained employed through such date) immediately become vested as of the NEO’s date of termination. If a NEO experiences a termination of employment due to death or disability, all unvested shares of Restricted Stock become fully vested. If a NEO is terminated for any other reason, all unvested shares of Restricted Stock are forfeited.

We offer participation in broad-based retirement, health and welfare plans to all of our employees. We maintain a plan intended to provide benefits under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “401(k) Plan”), where employees were allowed to contribute portions of their base compensation into a retirement account in order to encourage all employees, including any participating NEOs, to save for the future. Under the 401(k) Plan, the Company provides a limited match of employee contributions, including NEO contributions as follows:

We currently maintain employment agreements with Messrs. Bodden and Hooker and Ms. Cougle. Each employment agreement generally provides for an initial one-year (in the case of Mr. Bodden and Ms. Cougle) or three-year (in the case of Mr. Hooker) term with automatic renewals for additional consecutive one-year periods, unless either party elects not to renew. Each employment agreement generally provides for an annualized base salary, as described above under “—Additional Narrative Disclosures—Base Salary,” and eligibility to participate in all benefit plans and programs. Each employment agreement also provides that our NEOs are eligible to receive annual bonuses based on company and individual performance metrics established by the Board of Directors, as described above under “—Additional Narrative Disclosures—Cash Bonuses.”

termination without Cause. “Cause” is generally defined as the NEO’s: (i) failure or refusal to perform, or gross negligence in performing, the NEO’s obligations, (ii) fraud, (iii) material breach of Company policy; (iv) indictment or conviction; (v) breach of fiduciary duty or duty of loyalty; or (vi) material breach of the employment agreement; with additional grounds for “Cause” listed in Mr. Hooker’s employment agreement including insubordination or refusal to follow instructions of the board, acceptance of other employment, habitual drug or alcohol abuse, or conduct that could result in serious prejudice to the interests of the Company. “Good Reason” is generally defined as: (i) a material reduction in title, duties, authority, responsibilities, and reporting relationships; (ii) a material reduction in base salary; or (iii) the Company’s material breach of its obligations under the employment agreement.

If a NEO’s employment is terminated for any reason other than those described above, no further compensation and benefits will be provided following the termination of the NEO’s employment except for payment of the Accrued Benefits. The employment agreements also contain certain restrictive covenants, including provisions that generally prohibit each NEO from competing with or soliciting vendors, suppliers, customers or clients of us and our affiliates. These restrictions generally apply during the term of the NEO’s employment and for a period between 18 months and two years following the termination of such employment.

EQUITY COMPENSATION PLAN INFORMATION

The following table presents information about our Class A Common Stock that may be issued under the LTIP as of December 31, 2022.2023.

PROPOSAL THREE — NON-BINDING APPROVAL OF EXECUTIVE COMPENSATION

Approval of Proposal THREE requires the affirmative vote of the holders of a majority of the shares present, virtually or by proxy, and entitled to be voted at the Annual Meeting. Votes cast “FOR” or “AGAINST” and abstentions with respect to this Proposal THREE will be counted as shares entitled to vote on the Proposal. Broker non-votes are not taken into account in determining the outcome of the Proposal. A vote to ABSTAIN will have the effect of a vote AGAINST the Proposal.

CORPORATE GOVERNANCE

The Board of Directors believes that sound governance practices and policies provide an important framework to assist it in fulfilling its duty to stockholders. The Company’s “Corporate Governance Guidelines” cover the following principal subjects:

The Corporate Governance Guidelines are posted on the Company’s website at www.rangerenergy.com. The Corporate Governance Guidelines will be reviewed periodically and any proposed additions to, or amendments of, the Corporate Governance Guidelines will be presented to the Board of Directors for its approval.

The NYSE has adopted rules that require listed companies to adopt governance guidelines covering certain matters. The Company believes that the Corporate Governance Guidelines comply with the NYSE rules.

The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board understands that the optimal Board leadership structure may vary as circumstances warrant. Consistent with this understanding, non-management directors consider the Board’s leadership structure on an annual basis.

The positions of Chairman of the Board and Chief Executive Officer are held by two different individuals. Separating these positions allows our Chief Executive Officer to focus on our day-to-day business and operations, while allowing our Chairman of the Board to lead the Board in its fundamental role of providing advice to and oversight of management. The Chairman of the Board provides leadership to our Board of Directors and works with the Board of Directors to define its structure and activities in the fulfillment of its responsibilities.

Six out of seven of our directors are independent under NYSE rules and(Mr. Bodden, as an employee director, is not considered independent), all members of the Company’s Audit Committee are independent under SEC regulations for Audit Committee members.members, and all members of the Company’s Compensation and Nominating and Governance Committee are independent under the NYSE listing standards for the members of those committees. By meeting in executive sessions on a regular basis, the Company’s independent directors have the opportunity to identify and evaluate issues facing us, engaging in candid dialogue without management being present. The Board reevaluates the efficacy of its leadership structure at least annually.

sound judgment, intelligence, personal character and the ability to make independent analytical inquiries; who demonstrate a willingness to devote adequate time to Board of Director duties; and who are likely to be able to serve on the Board of Directors for a sustained period.

While the Board of DirectorsNominating and Governance Committee does not have a formal policy on diversity, it endeavors to achieve an overall balance of diversity of experiences, skills, attributes and viewpoints among our directors. The Board of DirectorsNominating and Governance Committee believes it has achieved that balance through the representation on the Board of Directors of members having experience in the oil and gas and oilfield services industries, accounting and investment analysis, and legal and corporate governance, among other areas. The Board of DirectorsNominating and Governance Committee does not discriminate based upon race, religion, sex, national origin, age, disability, citizenship or any other legally protected status.

In identifying potential director candidates, the Board of DirectorsNominating and Governance Committee solicits recommendations from existing directors and senior management, to be considered by the Board of DirectorsNominating and Governance Committee along with any recommendations that have been received from stockholders as discussed in more detail below.below under “Stockholder Proposals and Director Nominations for 2025 Annual Meeting of Stockholders.” The Board of DirectorsNominating and Governance Committee may also, in its discretion, retain, and pay fees to, a search firm to provide additional candidates.

Stockholders or other interested parties can contact any director, any committee of the Board or our non-management directors as a group, by writing to them c/o Melissa Cougle, Ranger Energy Services, Inc., 10350 Richmond Ave., Suite 550, Houston, Texas 77042. Comments or complaints relating to the Company’s accounting, internal accounting controls or auditing matters will also be referred to members of the Audit Committee. All such communications will be forwarded, as appropriate, to the appropriate member(s)members of the Board.

The Company’s standards for determining director independence require the assessment of directors’ independence each year. A director cannot be considered independent unless the Nominating and Governance Committee and the Board of Directors affirmatively determine that he or she does not have any relationship with management or the Company that may interfere with the exercise of his or her independent judgment, including any of the relationships that would disqualify the director from being independent under the rules of the NYSE.

The Board of Directors has assessed the independence of each non-employee director under the Company’s guidelines and the independence standards of the NYSE. The Board of Directors affirmatively determined that each ofMs. Mashinski and Messrs. B. Agee, R. Agee, Austin, Kearney, Leykum, Shivram, and ShivramWoolverton are independent.independent under such standards.

In connection with its assessment of the independence of each non-employee director, the Board of Directors also determined that each ofthat: (i) Ms. Mashinski and Messrs. B. Agee, R. Agee, Austin, Kearney, Shivram, and ShivramWoolverton are independent as defined in Section 10A of the Exchange Act and under the standards set forth by the NYSE applicable to members of the Audit Committee; (ii) Ms. Mashinski and Messrs. Kearney and Agee are independent under the standards set forth by the NYSE applicable to members of the Nominating and Governance Committee; and (iii) Messrs. Shivram, Woolverton, and Agee are independent under the standards set forth by the NYSE applicable to members of the Compensation Committee.

The Nominating and Governance Committee of the Board of Directors evaluated each of the members of the Audit Committee for financial literacy and the attributes of a financial expert. The Board of Directors determined that each of the Audit Committee members is financially literate and that eachMs. Mashinski and Mr. Shivram satisfy the definition of “audit committee financial expert” as defined by the SEC. During the year ended December 31, 2022,2023, the members of the Audit Committee were Messrs. Kearney (Chairman)(Former Chairman), Austin, and Dunn. Mr. Dunn will step down fromleft the Board on May 12, 2023 and was replaced by Mr. Shivram. As of Directors and will not be renominated at the Annual Meeting. Following the Annual Meeting,January 1, 2024, the members of the Audit Committee will beare Ms. Mashinski (Chairman), Messrs. Kearney (Chairman), AustinShivram and Shivram.Woolverton.

The Board of Directors as a whole oversees the Company’s assessment of major risks and the measures taken to manage such risks. For example, the Board of Directors:

The Company’s Audit Committee is responsible for overseeing the Company’s assessment and management of financial reporting and internal control risks, as well as other financial risks, such as the credit risks associated with counterparty exposure.risks. The Audit Committee is responsible for enterprise risk management, including cybersecurity. The Audit Committee is responsible for discussing with management the Company’s significant financial risk exposures and the actions management has taken to monitor and control such exposures. Management and the Company’s independent registered public accounting firm report regularly to the Audit Committee on those subjects.

    The Company’s Compensation Committee is responsible for overseeing the Company’s overall compensation programs and policies for employees as they relate to risk management and risk takingrisk-taking initiatives.

    Under the Company’s Insider Trading Policy, no director, officer or employee may engage in hedging or monetization transactions, whether director or indirect, involving the Company’s securities. Additionally, any such activities are prohibited regardless of whether they are in possession of material or non-public information. Transactions involving derivative securities, whether or not entered into for hedging or monetization purposes, may also create the appearance of impropriety in the event of any unusual activity in the underlying equity security.

The Board of Directors encourages all directors to attend the annual meetings of stockholders, if practicable. AllA majority of the directors attended the 20222023 Annual Meeting last year. We anticipate that substantially alla majority of our directors will attend the 20232024 Annual Meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables present certain information regarding the beneficial ownership of Common Stock as of the Record Date, by (i) each person who is known by the Company to own beneficially more than five percent of the outstanding shares of Common Stock, (ii) each NEONames Executive Officer (“NEO”) of the Company, (iii) each nominee and director of the Company and (iv) all directors and executive officers as a group. Unless otherwise noted, the mailing address of each person or entity named below is 10350 Richmond Ave., Suite 550, Houston, Texas 77042.

*     Represents one percent or less of total voting power.

(1)    This information is based solely on a Schedule 13D/A filed jointly by Charles S. Leykum and the information providedreporting owners listed below (such entities collectively, the “CSL Entities”) with the SEC on December 20, 2023. The filing indicates that (i) Charles S. Leykum has sole voting and dispositive power with respect to the Company by the stockholder and gives effect to the conversion of the Class B Common Stock to41,324 shares of our Class A Common Stock, in October 2021and shared voting and dispositive power with respect to 4,001,816 shares of Class A Common Stock; (ii) CSL Energy Opportunity GP I, LLC (“CSL GP I”) has sole voting and dispositive power with respect to 1,816 shares of Class A Common Stock; (iii) CSL Fund II Preferred Holdings, LLC (“CSL Preferred Holdings”) has sole voting and dispositive power with respect to 4,000,000 shares of Class A Common Stock; (iv) CSL Energy Holdings II, LLC (“CSL HII”), CSL Energy Opportunity GP II, LLC (“CSL GP II”), and CSL Energy Opportunities Fund II, L.P. (“CSL OII”), each have shared voting and dispositive power with respect to 4,000,000 shares of Class A Common Stock; (v) CSL CM GP, LLC (“CSL CM GP”) and CSL Capital Management, L.P. (“CSL Capital Management”) each have shared voting and dispositive power with respect to 4,001,816 shares of Class A Common Stock; and (vi) CSL OII and CSL HII are members of CSL Preferred Holdings, CSL GP II is the general partner of CSL OII and the distributionmanaging member of ourCSL HII, CSL Capital Management is the investment advisor to the CSL GP II and CSL Preferred Holdings, CSL CM GP is the general partner of CSL Capital Management, and Mr. Leykum is the managing member of each of CSL GP I, CSL GP II and CSL CM GP. Each of the CSL Entities (other than Mr. Leykum, CSL GP I and CSL Preferred Holdings to the extent any of such persons directly holds the securities reported on the Schedule 13D) disclaims beneficial ownership of the shares of Class A Common Stock to their investors upon the dissolution of certain CSL Entities. This information may differ from the ownership reported on Schedule 13D/A jointly filed by Charles Leykum and the other Reporting Persons stated therein with the SEC on September 22, 2021. Consists of 4,568,166 shares held by CSL Entities Fund II Preferred Holdings, LLC; 1,832,677 shares held by CSL Energy Opportunity Fund I, LP; 802,226 shares held by CSL Energy Opportunity Offshore Fund I, LP (collectively, the “CSL Entities”).so disclosed. The mailing address of each of the CSL Entities is 2500 Summer Street, Suite 1100, Houston, Texas 77007.

(2)    This information is based solely on Schedule 13D/A jointly filed by Bayou Well Holdings Company, LLC (“Bayou Holdings”), Richard E. Agee,

and Brett T. Agee with the SEC on February 25, 2022. ConsistsThe filing indicates that (i) Bayou Holdings has sole voting and dispositive power with respect to 2,614,107 shares, of 2,614,107 shares.Class A Common Stock and shared voting power with respect to 10,267,586 shares of Class A Common Stock; (ii) Richard E.Agee has sole voting power with respect to 147,671 shares of Class A Common Stock, sole dispositive power with respect to 137,931 shares, of Class A Common Stock, and shared voting power with respect to 10,267,586 shares; (iii) Brett T. Agree has sole voting power with respect to 53,326 shares of Class A Common Stock, sole dispositive power with respect to 43,496 shares, of Class A Common Stock, and shared voting power with respect to 10,267,586 shares, of Class A Common Stock; (iv) Bayou Holdings is owned 50% by Richard E. Agee and 50% by Brett T. Agee, and managed by them equally; and (v) Bayou Holdings, Richard E. Agee, and Brett T. Agee may each be deemed the beneficial owner of a total of 10,415,257 shares of Class A Common Stock, which includes 7,654,479 shares of Class A Common Stock held by the CSL Entities, as pursuant to the Stockholders’ Agreement, Bayou Holdings is required to take all necessary action, to the fullest extent permitted by applicable law, to cause the election of three directors as designated by the representatives of the CSL Entities. The mailing address of Bayou Holdings is 1310 West Sam Houston Parkway, North, Houston, Texas 77043.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and anyone beneficially holding 10% or more of a registered class of our equity securities to file reports with the SEC showing their holdings of, and transactions in, these securities. Except as discussed below, based solely on a review of copies of such reports, and written representations from each reporting person that no other reports are required, we believe that during 2022,2023, all reporting persons filed the required reports on a timely basis under Section 16(a).

During the year ended December 31, 2022, CSL Capital Management2023, Charles S. Leykum was delinquent with respect to filing aone Form 4 required in connectionand J. Matthew Hooker was delinquent with the issuance of equity compensation for services rendered as a director of the Company which was settled by issuing restricted stock awards in August 2022.respect to filing one Form 4.

TRANSACTIONS WITH RELATED PERSONS

A “Related Party Transaction” is a transaction, arrangement or relationship in which we or any of our subsidiaries was, is or will be a participant, the amount of which involvedinvolves or exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. A “Related Person” means:

Our Board of Directors adopted a written Related Party Transactions policy prior to the completion of our IPO. Pursuant to thisthat policy, our Audit Committee has and will continue to review all material facts of all Related Party Transactions and either approve, ratify or disapprove entry into the Related Party Transaction, subject to certain limited exceptions. In determining whether to approve, ratify or disapprove entry into a Related Party Transaction, our Audit Committee takes into account, among other factors, the following: (i) whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances, (ii) the benefits of the transaction to the Company and the Related Person, (iii) the extent of the Related Person’s interest in the transaction, (iv) the nature of the interest of the Related Person and (v) whether the transaction may involve a conflict of interest. Further, the policy requires that all Related Party Transactions required to be disclosed in our filings with the SEC be so disclosed in accordance with applicable laws, rules and regulations.

There have been noThe Company had two series of transactions that qualified as Related Party Transactions in 2023 and one series of transactions in 2022.

BioSqueeze provides a well sealing solution that eliminates/reduces fugitive methane emissions. Mr. Bodden, our current President CEO joined the board of BioSqueeze on February 7, 2024. Shortly before Mr. Bodden joined BioSqueeze’s board, a Company customer requested that the Company retain BioSqueeze as a subcontractor until the customer is able to complete its onboarding process of retaining BioSqueeze as a direct contractor. BioSqueeze has performed approximately $50,000 in work, related to two wells, since our IPO, whereJanuary 1, 2023, with more work expected in the procedures described above did not require review, approval or ratification or where these procedures were not followed. future.

There have not been any other transactions or series of similar transactions since January 1, 20222024, nor are any currently proposed, to which the Company was or is a party in which the amount involved exceeded or exceeds $120,000 and in which any of the Company’s directors, executive officers, holders of more than 5% of any class of its voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers, which are described in “Executive Compensation” above and the transactions described or referred to above.

In connection with our IPO, we entered into a stockholders’ agreement (the “Stockholders’ Agreement”) with the Existing Owners and the Bridge Loan Lenders. Among other things, the Stockholders’ Agreement provides CSL and Bayou Holdings with the right to designate nominees to our boardBoard of directorsDirectors (each, as applicable, a “CSL Director” or “Bayou Director”) as follows:

In the event the size of our Board of Directors is increased or decreased at any time to other than eight directors, CSL’s nomination rights will be proportionately increased or decreased, respectively, rounded up to the nearest whole number.

Pursuant to the Stockholders’ Agreement we, the Existing Owners and the Bridge Loan Lenders will be required to take all necessary actions, to the fullest extent permitted by applicable law (including with respect to any fiduciary duties under Delaware law), to cause the election of the nominees of such CSL Directors.

In addition, the Stockholders’ Agreement provides that for so long as CSL beneficially owns at least 30% of our Common Stock, CSL will have the right to cause any committee of our Board of Directors to include in its membership at least one director designated by CSL, except to the extent that such membership would violate applicable securities laws or stock exchange rules. The rights granted to CSL to designate directors are additive to and not intended to limit in any way the rights that CSL may have to nominate, elect or remove our directors under our certificate of incorporation, bylaws or the Delaware General Corporation Law.

On September 10, 2021, the Company entered into that certain Registration Rights Agreement by and among the Company and the Preferred Holderscertain preferred holders (as defined therein) (the “Series A Registration Rights Agreement”), in connection with the Series A Securities Purchase Agreement, by and between the Company,entered into with T. Rowe Price Small-Cap Value Fund, Inc. and the other purchasers thereto, pursuant to which we issued 6,000,001 shares of our Series A Preferred Stock as consideration for $42.0 million cash. Pursuant to the Series A Registration Rights Agreement, we agreed, among other things, to file with the SEC a shelf registration statement registering for resale an equivalent number of shares of our Class A Common Stock. The Series A Preferred Stock automatically converted into shares of the Company’s Class A Common Stock upon the effectiveness of the shelf registration statement on April 18, 2022.

AUDIT COMMITTEE REPORT

The Audit Committee is a separately designated standing committee of the Board established in accordance with Section 3(a)(58)(A) of the Exchange Act and operates under a written charter adopted as of August 9, 2017,October 26, 2023, which is reviewed annually.

Management is responsible for our system of internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and issuing a report thereon. The Audit Committee is responsible for monitoring (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, and (iii) the independence and performance of our independent registered public accounting firm.firm, and (iv) enterprise risk management and cybersecurity.

The Audit Committee has reviewed and discussed with our management and the independent registered public accounting firm the audited consolidated financial statements in our 20222023 Annual Report on Form 10-K including a discussion of the quality, not just the acceptability, of the accounting principles applied, the reasonableness of significant judgments and the clarity of disclosures in the consolidated financial statements. Management represented to the Audit Committee that our consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed by standards of the Public Company Accounting Oversight Board (“PCAOB”). and the SEC.

Our independent registered public accounting firm also provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. The Audit Committee discussed with the independent registered public accounting firm that firm’s independence.

Based on the Audit Committee’s discussions with management and the independent registered public accounting firm, and the Audit Committee’s review of the representations of management and the report of the independent registered public accounting firm to the Audit Committee, the Audit Committee recommended that the Board include the audited consolidated financial statements in our 20222023 Annual Report on Form 10-K.

The charters for our Audit Committee, Nominating and Governance Committee. and Compensation Committee, as well as our Corporate Governance Guidelines and our Code of Business Conduct and Ethics are in the “Corporate Governance” section of our corporate website, which is www.rangerenergy.com, and are also available in print without charge upon written request to Melissa Cougle at the address above.

If you hold your shares in street name and reside in a household that received only one copy of the proxy materials, you can request to receive a separate copy in the future by following the instructions sent by your bank or broker. If your household is receiving multiple copies of the proxy materials, you may request that only a single set of materials be sent by following the instructions sent by your bank or broker.