Stacy Hock
About Stacy Hock
Independent director of Atlas Energy Solutions Inc. (AESI); age 48; director since March 2023. Background as private investor and philanthropist; prior senior management roles in software, including IBM’s WebSphere Software Services. Education: B.S. in Computer Science and Electrical Engineering from MIT; MBA from the University of Texas at Austin. Serves on boards/advisory roles with Texas Public Policy Foundation, Aminex Therapeutics (private), African Dream Initiative, University of Texas boards, and University of Austin Board of Advisors; appointed to the Texas Higher Education Coordinating Board in July 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM WebSphere Software Services | Senior management positions | Not disclosed | Enterprise software operations exposure |
| Brigham Minerals, Inc. | Director | Jan 2022 – Dec 2022 | Pre-merger governance; energy minerals expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas Public Policy Foundation | Board member | Since 2015 | Policy network; governance influence |
| Aminex Therapeutics (private) | Board member | Since 2015 | Clinical-stage drug development oversight |
| African Dream Initiative | Board member | ~10 years | Non-profit governance |
| UT Blanton Museum of Art National Leadership Board | Board member | Since 2016 | University governance |
| UT Austin McCombs MBA Advisory Board | Advisory board member | Since 2016 | Business school oversight |
| University of Austin | Board of Advisors | Since 2021 | Higher-ed advisory |
| Texas Higher Education Coordinating Board | Appointee | Appointed July 2023 | State higher education policy |
Board Governance
- Independence: The Board determined Hock is independent under NYSE standards; she is also independent for Compensation Committee membership .
- Committee assignments: Member, Compensation Committee; Member, Nominating & Corporate Governance Committee. Committee chairs: Compensation—Gayle Burleson; Nominating & Corporate Governance—A. Lance Langford. Audit Committee chaired by Robb L. Voyles (Hock not on Audit) .
- Board structure and attendance: Classified board with three classes; nine directors. In 2024, Board held 4 regular and 7 special meetings; each director attended at least 75% of aggregate Board/committee meetings for which they served; independent director executive sessions at least annually .
- Committee activity: 2024 meetings—Audit (10), Compensation (5), Nominating & Corporate Governance (5) .
Fixed Compensation
| Component | Annual Amount ($) | Notes |
|---|---|---|
| Non-Employee Director Cash Retainer | 75,000 | Paid in arrears quarterly |
| Committee Chair Fees | 30,000 Audit; 20,000 Compensation; 20,000 Nominating & Corporate Governance | Hock is not a chair |
| Equity – Annual RSU Grant (target value) | 145,000 | RSU; dividend equivalents accrue and are paid upon vesting |
2024 Director Compensation – Stacy Hock
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | RSUs Outstanding at 12/31/2024 (#) |
|---|---|---|---|---|
| 2024 | 75,000 | 145,000 | 220,000 | 6,866 |
Notes: Some directors elected to take portions of cash retainer in RSUs; that disclosure applies to Howard, Mills, Langford—no such substitution disclosed for Hock .
Performance Compensation
- Directors: No performance-based compensation disclosed for directors; annual equity is time-based RSUs, not PSUs/options .
Other Directorships & Interlocks
- Prior public board: Brigham Minerals (energy minerals) until merger with Sitio Royalties in Dec 2022 .
- Current public boards: None disclosed besides AESI .
- Interlocks/conflicts: Hock and spouse are parties to the Stockholders’ Agreement as “Principal Stockholders,” which obligates voting in favor of Executive Chairman Bud Brigham’s board designees while Principal Stockholders hold specified ownership thresholds; this is a structural influence factor, not a related-party transaction .
Expertise & Qualifications
- Technical: Computer Science/Electrical Engineering training; software industry management (IBM) .
- Investment/finance: Private investor since 2008; governance experience across non-profits and academia .
- Sector exposure: Energy minerals via Brigham Minerals; policy/education networks (TPPF, Texas HE Coordinating Board) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Ownership Detail |
|---|---|---|---|
| Stacy Hock | 882,604 | <1% (based on 123,578,181 shares outstanding) | Shares owned jointly with husband Joel Hock (shared voting/investment power) |
| Unvested/Deferred Units | 6,866 RSUs outstanding at 12/31/2024 | — | RSUs accrue dividends; vesting terms for director awards not further specified |
Policy context:
- Hedging prohibited for directors; pledging prohibited above 15% of market value of pledged company securities .
- No disclosure of any hedging or pledging by Hock; pledging disclosures are provided for other insiders (e.g., Brigham, Turner), not Hock .
Governance Assessment
- Committee effectiveness: Hock sits on both Compensation and Nominating & Corporate Governance Committees; both were active in 2024, meeting five times each. Compensation Committee engages an independent consultant (Meridian), and retains discretion on plan outcomes; governance practices align with NYSE standards .
- Independence & attendance: Formally independent; no related-party transactions involving Hock disclosed; attendance thresholds met (≥75%)—positive for board reliability .
- Ownership alignment: Material share ownership (<1% of float but sizable absolute holdings) and RSU exposure support alignment; equity for directors is time-based RSUs, which aligns with stockholder outcomes without encouraging short-termism .
- Structural influence risk: Participation in the Stockholders’ Agreement by Principal Stockholders (including Hock and spouse) centralizes director nomination influence with Executive Chairman Bud Brigham; while compliant, investors should monitor potential entrenchment dynamics and committee independence over time .
- RED FLAGS: None specific to Hock identified—no related-party transactions, no hedging/pledging disclosed, not chairing committees that may present consultant conflicts, and attends ≥75% of meetings. Broader company RPTs relate to entities controlled by Executive Chairman (Anthem Ventures, Earth Resources, In a Good Mood) and a royalty/mining agreement with Sealy & Smith Foundation; these are approved under RPT policy and overseen by the Audit Committee but warrant ongoing monitoring for governance optics .
Supplemental Shareholder Context
- 2024 Annual Meeting results (Item 5.07): Director elections for Class I (Brigham, Howard) passed; auditor ratification overwhelmingly approved (75,850,276 For). Board size reduced from nine to eight post-meeting (now includes Hock) .
- Say-on-pay: Company discloses in 2025 proxy that first say-on-pay will be submitted no later than third anniversary of first sale in direct listing; 2025 meeting includes say-on-frequency (Board recommends annual) .
Compensation Committee Analysis
- Committee members: Burleson (Chair), Hock, Langford, Mills; all independent .
- Adviser: Meridian Compensation Partners engaged as independent consultant; evaluated for independence, no conflicts disclosed .
- Responsibilities: CEO goals and pay; Section 16 officer compensation; equity plan administration; director remuneration review; report preparation; perquisites oversight .
- Meetings: Five in 2024 .
Related Party Transactions (Company-level context)
- Executive Chairman-controlled entities: Payments in 2024—Anthem Ventures ($0.2mm), Earth Resources ($0.5mm), In a Good Mood ($0.3mm); Brigham Land Management (relative of Executive Chairman) ($0.7mm); Sealy & Smith Foundation mining royalties (~$5.0mm; 0.7% of cost of sales). All RPTs are reviewed per policy by the Audit Committee .
Overall implication: Hock’s dual placement on Compensation and Nominating & Corporate Governance Committees, independence status, and consistent attendance underpin board effectiveness. Her share ownership and RSU exposure support alignment. The Stockholders’ Agreement centralizes nomination power with the Executive Chairman, a governance structure investors should monitor for independence dynamics despite committee safeguards .