Donna Henderson
ArchrockAbout Donna Henderson
Donna A. Henderson (age 57) is Vice President and Chief Accounting Officer (Principal Accounting Officer) at Archrock, Inc., a role she has held since 2016; she previously served as VP, Accounting for the primary operating subsidiary beginning in 2015. She holds a BBA in Accounting from Eastern New Mexico University and is a member of the American Institute of Certified Public Accountants. Her tenure spans Archrock’s multi‑year operational and financial upcycle: in 2024, Archrock increased EPS by ~57%, net income grew 64% YoY and Adjusted EBITDA grew >30% YoY, with record 96% fleet utilization and a 3.3x year‑end leverage ratio; in 2023, EPS more than doubled, TSR was 85%, utilization hit 96%, and leverage was reduced to 3.5x. Henderson is also covered by Archrock’s executive compensation clawback policy (effective Oct 2, 2023) and the company‑wide prohibition on hedging/pledging.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Archrock, Inc. | Vice President & Chief Accounting Officer (Principal Accounting Officer) | 2016–present | Leads corporate accounting and financial reporting oversight for the company’s multi‑year growth phase. |
| Archrock (primary operating subsidiary) | Vice President, Accounting | 2015–2016 | Oversaw subsidiary accounting during organizational realignment preceding CAO appointment. |
| Southcross Energy Partners GP, LLC | Vice President & Chief Accounting Officer | 2013–2015 | Led accounting and SEC reporting at a midstream energy partnership. |
| GenOn Energy, Inc. | Vice President & Chief Audit Executive | 2011–2012 | Directed internal audit during integration into NRG Energy. |
| GenOn/RRI Energy/Reliant Energy | Assistant Controller and accounting leadership roles | 2005–2011 (plus various roles since 2000) | Managed controllership functions and financial controls through corporate transitions. |
| Lyondell Chemical | Accounting positions | 1996–2000 | Held roles in accounting at a chemicals manufacturer. |
| Deloitte & Touche LLP; KPMG LLP | Early career | N/A | Public accounting foundation (audit/accounting). |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Good Samaritan Foundation | Executive Committee and Board of Trustees member | 2012–2024 | Health care workforce non‑profit governance. |
| American Institute of CPAs (AICPA) | Member | N/A | Professional credential and standards adherence. |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary | Not disclosed | Not disclosed | Henderson is not a Named Executive Officer (NEO) in 2023 or 2024 proxy; Archrock does not disclose her specific salary. |
| Target bonus % | Not disclosed | Not disclosed | Company discloses NEO targets; Henderson’s is not disclosed. |
| Actual bonus paid | Not disclosed | Not disclosed | Not a 2023/2024 NEO; no individual payout disclosure. |
Archrock’s executive compensation program for NEOs uses a mix of base salary, annual performance‑based cash incentive, and long‑term equity; while CAO specifics are not disclosed, the company‑level framework and policies generally apply to executive officers.
Performance Compensation
Archrock NEO short‑term incentive (STI) design (company framework; Henderson’s personal metrics/payouts are not disclosed):
| Metric (2024) | Weight (CEO/CFO/GC) | Target/Design | 2024 result | Payout |
|---|---|---|---|---|
| Adjusted EBITDA | 80% | Target $518M; 0%/50%/100%/200% at <80%/80%/100%/110% of target | $559M after excluding TOPS benefits | ~179% of target (for this factor) |
| Sustainability – Environmental | 5% | Reduce mileage per avg operating HP vs 2023 | -1.6% achieved (target -1%) | Paid at Adjusted EBITDA factor (179%) |
| Sustainability – Safety (TRIR/PVIR) | 10% | TRIR ≤ 0.50; PVIR ≤ 0.50 | TRIR 0.09 excl. TOPS; PVIR 0.31 excl. TOPS | Paid at Adjusted EBITDA factor (179%) |
| Sustainability – Talent | 5% | Voluntary turnover ≤ 17.5% | 10.6% achieved | Paid at Adjusted EBITDA factor (179%) |
Selected NEO payout examples (company disclosure for context): CEO factor 178.8% → $2,042,019; CFO 178.8% → $934,772; GC 178.8% → $706,754, reflecting the above metric outcomes (Henderson not included).
Archrock long‑term incentive (LTI) structure (2024 awards; minimum 3‑year vesting across annual grants):
- Time‑vested restricted stock/units (60%): vests 1/3 per year; dividends (or DERs on units) paid per plan.
- Performance Units – CAD (10%): Cumulative cash available for dividend 2024–2026; 0–200% payout; cash‑settled at vest.
- Performance Units – Leverage (10%): Leverage ratio target; 0–200% payout; cash‑settled.
- Performance Units – TSR (20%): Relative+absolute TSR matrix; 0–250% payout; share‑settled; 3‑year cliff vesting (vesting Jan 25, 2027 for 2024 grants).
- All annual awards carry at least 3 years to full vesting; performance units have 3‑year performance periods with cliff vesting.
2025 program: increased emphasis on performance‑based equity (50% time‑based/50% performance‑based) and removal of Leverage metric.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Donna Henderson) | Not separately disclosed; she is not listed among NEOs in the ownership table. |
| Directors & executive officers as a group | 4,630,279 shares; 2.6% of outstanding as of Mar 3, 2025. |
| Hedging/pledging | Prohibited for all employees and directors under Securities Trading Policy. |
| Clawback | Adopted Oct 2, 2023 per NYSE rules; “Officers” covered include Henderson; applies to incentive‑based comp tied to restated financials in the prior 3 completed fiscal years. |
| Stock ownership guidelines | CEO 5× base salary; other NEOs 2×; the proxy specifies NEO multiples and states officer and director ownership guidelines; Henderson’s specific requirement is not stated. |
| Vesting cadence (company standard) | Time‑based RS/RSUs vest 1/3 per year; performance units have 3‑year performance and cliff vest (e.g., Jan 25, 2027 for 2024 cycle). |
| Tax withholding practice | Company withholds shares at vest to cover taxes (2024–2025 examples in 10‑Q); this is a general practice and not specific to Henderson. |
Employment Terms
| Term | Company disclosure and applicability to Henderson |
|---|---|
| Role and service | VP & CAO since 2016; VP, Accounting since 2015. |
| Severance (non‑CoC) | Company has severance benefit agreements for each NEO; Henderson is not listed as an NEO and no individual severance agreement is disclosed for her. NEO terms (for context): lump sum = base salary + target STI + pro‑rated target STI + unpaid prior STI + 12 months COBRA subsidy; partial acceleration of next vesting and pro‑rated performance units depending on year of cycle. |
| Change‑of‑Control | Company has double‑trigger CoC agreements for NEOs (not disclosed for Henderson): cash = 2× (base + target STI) + pro‑rated target STI + unpaid prior STI + 2× retirement contributions + 24 months COBRA subsidy; full acceleration of LTI; “best‑pay” 280G cutback, no tax gross‑ups; 2‑year post‑termination restrictive covenants (confidentiality, non‑disclosure, non‑solicit, non‑compete) apply to NEOs receiving CoC benefits. |
| Clawback | Applies to “Officers,” explicitly including Henderson. |
| Hedging/pledging/trading | Prohibited (hedging/pledging); quarterly blackout guidelines for key employees. |
| 8‑K 5.02 events | No executive appointment/departure 8‑K (Item 5.02) referencing Henderson was identified in 2023–2025 document searches. (Searched DEF 14A/8‑K universe; no match found.) |
Performance & Track Record (Archrock context during Henderson’s tenure)
| Metric | 2023 | 2024 |
|---|---|---|
| EPS YoY growth | >100% (more than doubled vs 2022) | ~57% YoY increase |
| Net income YoY | Not separately stated | +64% YoY |
| Adjusted EBITDA YoY | Not separately stated | >30% YoY growth |
| Dividends paid | $96M | $110M |
| Fleet utilization (period‑end) | >96% | 96% |
| Contract operations gross margin | 62% | 67% (+500 bps) |
| Leverage ratio (period‑end) | 3.5x | 3.3x (2.9x ex‑TOPS) |
| Safety – TRIR | 0.05 | 0.17 (0.09 excl. TOPS) |
| Say‑on‑pay approval (for prior year program) | 96% (2023 meeting result for 2022 program) | 88% (2024 meeting result for 2023 program) |
Compensation Structure Analysis (company program signals; Henderson not an NEO)
- Mix and risk: Majority of NEO comp at risk (2024: CEO 87% variable; other NEOs ~76%), aligning pay with performance; time‑based equity vests over 3 years and performance units use 3‑year periods.
- Metric rigor and alignment: 2024 STI anchored on Adjusted EBITDA (80%) plus quantifiable sustainability metrics (20%), with explicit targets and factorized payout; performance LTI uses multi‑factor CAD, Leverage (removed for 2025), and TSR, balancing cash flow, balance sheet strength, and shareholder returns.
- Governance safeguards: Double‑trigger CoC; no gross‑ups (best‑pay cutback); prohibited hedging/pledging; clawback covering Officers, including Henderson.
Risk Indicators & Red Flags
- Hedging/pledging prohibited for all employees and directors (mitigates misalignment and margin call risk).
- CoC protections are double‑trigger and include best‑pay cutback, with no tax gross‑ups (shareholder‑friendly).
- Administrative late Form 4s (2024) were self‑reported and corrected for NEO award vestings/director stock elections; no indication of persistent reporting failures.
Equity Vesting Schedules and Insider Selling Pressure
- Standard cadence: 1/3 annual vesting on time‑based RS/RSUs; performance units cliff‑vest after 3‑year cycles (e.g., Jan 25, 2027 for 2024 grants), implying periodic vest‑related share releases.
- Share withholding: Company practice includes withholding shares to cover taxes at vest (10‑Q), which can create modest, routine supply without signaling discretionary sales; no Henderson‑specific Form 4s are disclosed in the proxies.
Expertise & Qualifications
- Education/credential: BBA (Accounting), Eastern New Mexico University; AICPA member.
- Technical strengths: Extensive accounting leadership, audit oversight, public company reporting, and internal controls experience across midstream and power sectors.
Employment & Contracts (Severance/CoC economics)
- Henderson’s individual severance/CoC contracts and multiples are not disclosed; Archrock discloses these agreements and economics for NEOs only (see Employment Terms).
Investment Implications
- Alignment and controls: Henderson is subject to the executive clawback and the company’s hedging/pledging bans, reducing governance risk and enhancing alignment on reported financials.
- Retention and overhang: Company‑wide 3‑year vesting and performance cycles support retention but create predictable vest‑related supply; absent Henderson‑specific grant data, incremental selling pressure from the CAO is not inferable.
- Execution context: Her tenure encompasses Archrock’s improved EPS, EBITDA, utilization, and dividend capacity, under strengthening governance (no gross‑ups, double‑trigger CoC), supporting quality of earnings and capital discipline—key for equity holders.
Notes on data availability: Henderson is not a Named Executive Officer in the 2024/2025 proxies; therefore, individual salary/bonus/LTI grant values, ownership totals, and personal severance/CoC terms are not disclosed in those filings. Company‑level program, policy, and performance data are provided above with source citations.