Anne-Marie Ainsworth
ArchrockAbout Anne-Marie N. Ainsworth
Independent director of Archrock, Inc. since April 2015; age 68; Chair of the Governance and Sustainability Committee and member of the Audit Committee . She is a seasoned energy executive with CEO experience at Oiltanking and senior operating roles at Sunoco, Motiva, and Shell; she holds a BS in Chemical Engineering (University of Toledo), an MBA (Rice), and ICD.D designation from the Rotman School of Management, and previously served as an adjunct professor at Rice . The Board has determined she is independent under NYSE standards and company policies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oiltanking Partners, L.P. (and Oiltanking Holding Americas, Inc.) | President & CEO; Director of GP | 2012–2014 | Operated terminal/storage portfolio; direct responsibility for safety |
| Sunoco, Inc. | Senior Vice President, Refining | 2009–2012 | Oversight of refining operations |
| Motiva Enterprises, LLC | General Manager, Norco Refinery | 2006–2009 | Refinery leadership |
| Shell Oil Products U.S. | Director, Management Systems & Process Safety | 2003–2006 | Process safety governance |
| Shell Deer Park Refining Company | Vice President, Technical Assurance | 2000–2003 | Technical assurance leadership |
External Roles
| Company | Role | Committees |
|---|---|---|
| Kirby Corporation | Director; Audit Committee member; Chair of ESG and Nominating Committee | Audit; ESG & Nominating (Chair) |
| Pembina Pipeline Corporation | Director; Governance, Nominating & CSR Committee member; Safety, Environment & Operational Excellence Committee member | Governance/Nominating/CSR; Safety/Environment/Operational Excellence |
| HF Sinclair Corp. | Director; Chair of Environmental, Health, Safety & Public Policy Committee | EHS & Public Policy (Chair) |
| Seventy Seven Energy Inc. | Former Director | 2014–2015 |
Board Governance
- Committees: Chair, Governance & Sustainability Committee; Member, Audit Committee .
- Audit Committee “financial expert”: The Board determined Ms. Ainsworth qualifies as an audit committee financial expert (SEC definition) .
- Attendance: Board met 11 times in 2024; all directors attended 100% of regularly scheduled Board and their committee meetings; the Governance & Sustainability Committee held 4 meetings with 100% attendance, and the Audit Committee held 5 meetings with 100% attendance .
- Independence: The Board determined Ms. Ainsworth is independent under NYSE rules and company policies .
- Board structure: Separate independent Chairman; all committees are 100% independent; independent directors meet regularly without management .
| Committee | Role | 2024 Meetings | Attendance | Independence |
|---|---|---|---|---|
| Governance & Sustainability | Chair | 4 | 100% | 100% |
| Audit | Member | 5 | 100% | 100% |
Fixed Compensation
- Structure: Base retainer $100,000; additional retainer for Governance & Sustainability Chair $25,000 (effective Jan 1, 2024; previously $20,000 in 2023) .
- Ms. Ainsworth’s 2024 cash fees totaled $125,000 (base + chair fee) .
- Near-median director compensation; emphasis on equity; directors reimbursed for reasonable meeting expenses .
| Metric ($) | 2023 | 2024 |
|---|---|---|
| Fees Earned in Cash | 120,000 | 125,000 |
| All Other Compensation (dividends on unvested restricted stock) | 5,227 | 3,153 |
| Total Cash + Other | 125,227 | 128,153 |
Performance Compensation
- Equity-based awards: Restricted stock or RSUs; 2024 grant valued at approximately $135,000; shares determined using $16.00 closing price on grant date; vest quarterly; RSUs carry dividend equivalent rights .
- Ms. Ainsworth’s 2024 stock awards grant-date fair value: $134,992 .
- Stock ownership policy: 5x base retainer ($500,000) within five years; all directors in compliance .
| Equity Metric | 2023 | 2024 |
|---|---|---|
| Grant Date | Jan 26, 2023 | Jan 25, 2024 |
| Equity Type | Restricted stock or RSUs (deferred delivery optional) | Restricted stock or RSUs (RSUs with dividend equivalent rights) |
| Grant-Date Fair Value ($) | 129,996 | 134,992 |
| Shares Granted | 13,800 | 8,437 |
| Price Basis per Share ($) | 9.42 (closing price) | 16.00 (closing price) |
| Vesting Schedule | 25% on grant; Jun 1, Sep 1, Dec 1, 2023 | 25% on grant; Jun 1, Sep 1, Dec 1, 2024 |
| Ownership Guideline | 5x base retainer ($500,000) | 5x base retainer ($500,000); compliance affirmed |
Other Directorships & Interlocks
| Company | Sector | Role | Committee Roles |
|---|---|---|---|
| Kirby Corporation | Marine transportation/engine services | Director | Audit member; ESG & Nominating Chair |
| Pembina Pipeline Corporation | Energy infrastructure (Canada) | Director | Governance/Nominating/CSR; Safety/Environment/Operational Excellence |
| HF Sinclair Corp. | Refining | Director | EHS & Public Policy Chair |
| Seventy Seven Energy Inc. | Oilfield services | Former Director | — |
- Compensation Committee interlocks: Archrock’s 2024 Compensation Committee members were Hall, Honeybourne, Lytal, Mallett; no interlocks/insider participation to report .
Expertise & Qualifications
- Energy operations leadership and process safety expertise; prior CEO experience; refinery and technical assurance management .
- Financial and audit expertise; designated audit committee financial expert for Archrock .
- Education: BS Chemical Engineering (cum laude, University of Toledo); MBA (Rice); ICD.D governance designation; adjunct professorship at Rice from 2000–2009 .
Equity Ownership
| Holder | Shares Owned Directly | Restricted Stock and Units | Rights to Acquire | Indirect Ownership | Total Ownership | % of Class |
|---|---|---|---|---|---|---|
| Anne-Marie N. Ainsworth | 122,914 | 3,501 | — | — | 126,415 | <1% |
- Policy protections: No hedging or pledging of Company securities; director stock ownership guidelines in place; all directors in compliance as of the latest measurement .
Governance Assessment
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Strengths:
- Long-tenured independent director with deep operational safety and refinery experience; Chairs Governance & Sustainability and is an Audit member with “financial expert” designation—supports board effectiveness in risk oversight and governance .
- High engagement: 100% committee attendance; Board regular meetings fully attended; independent committees; independent directors meet without management .
- Alignment: Equity comprises >50% of typical director compensation; robust ownership guideline (5x base retainer) with compliance; prohibition on hedging/pledging strengthens alignment .
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Potential watch items:
- Multiple concurrent public energy-sector directorships (Kirby, Pembina, HF Sinclair) may warrant ongoing monitoring for time/overboarding risk, though attendance was 100% in 2024 .
- Company-level related party exposure exists via Hilcorp/Harvest (customer) with Board oversight; not attributed to Ainsworth, and independence affirmed; management and Audit Committee monitor transactions under policy .
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Compensation structure changes (signals):
- 2024 chair retainer increased to $25,000 (from $20,000 in 2023); Audit Chair retainer increased to $30,000; Chairman retainer increased to $120,000—reflects market alignment and expanded responsibilities rather than guaranteed pay escalation .
- Director equity grant increased from ~$130,000 in 2023 to ~$135,000 in 2024 with quarterly vesting—maintains equity emphasis in compensation mix .
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Related-party safeguards: Formal policy requires Audit Committee approval, quarterly review, and recusal by any interested director; Hilcorp/Harvest revenues of ~$41.7 million in 2024 are disclosed and monitored; Mr. Rebrook deemed non-independent with recusal expectations .