Edmund Segner
ArchrockAbout Edmund P. Segner, III
Edmund P. Segner, III, age 71, is an independent director of Archrock, Inc. since July 2018 and serves on the Audit and Governance & Sustainability Committees; he is designated an “audit committee financial expert.” He is Professor in the Practice of Engineering Management at Rice University (since 2007) and previously served as President, Chief of Staff, Director, and principal financial officer at EOG Resources (1999–2007; PFO 2003–2007). He holds a BS in Civil Engineering (Rice), an MA in Economics (University of Houston), and is a Certified Public Accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EOG Resources, Inc. | President, Chief of Staff, Director; Principal Financial Officer | 1999–2007; PFO 2003–2007 | Executive leadership and finance oversight |
| Rice University | Professor in the Practice of Engineering Management | 2007–present | Academic leadership and engineering management expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vital Energy, Inc. | Director; Audit & Finance Committee member | Current | Financial oversight at a Permian E&P company |
| HighPoint Resources | Director | 2009–2021 (merged into Bonanza Creek in 2021) | Board oversight of E&P operations |
| Interlock: Vital Energy | Shared board with Archrock director Frances P. Hawes | Current | Hawes is Vital’s Audit Chair; governance interlock across AROC/Vital boards |
Board Governance
- Committee assignments: Audit; Governance & Sustainability; not a committee chair; designated an “audit committee financial expert” by the Board .
- Independence: Board determined Segner is independent under NYSE and AROC governance standards .
- Attendance and engagement: The Audit Committee met 5 times, Compensation 7, Governance & Sustainability 4; AROC’s Board met 11 times; all directors had 100% attendance at committee meetings and regular Board meetings in 2024 (two directors missed one specially called Board meeting) .
- Risk oversight participation: Audit Committee oversees ERM, cybersecurity, financial reporting; Audit Committee report lists Segner among signatories .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Base cash retainer (2024) | 100,000 | Paid quarterly in arrears |
| Committee chair fees | 0 | Not a chair (Audit Chair fee is $30,000; other chairs $25,000) |
| Fees earned in cash (reported 2024) | 100,000 | As disclosed in director compensation table |
- Director compensation structure reviewed against peers; typical director comp near peer median .
Performance Compensation
| Grant Date | Type | Shares/Units (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Jan 25, 2024 | Restricted stock units (deferred delivery) | 8,437 | 134,992 | 25% on grant date; 25% on Jun 1, Sep 1, Dec 1, 2024; dividend equivalents accrue, paid on distribution |
The 2024 non‑employee director equity award was calibrated at ~$135,000 based on $16.00 grant-date closing price; RSUs elected by Segner include dividend equivalent rights .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Considerations |
|---|---|---|
| Vital Energy, Inc. | Segner is Director; Hawes (AROC Audit Chair) is Vital director and Audit Chair | Information-flow interlock; no AROC‑disclosed related-party transactions connected to Segner; independence affirmed |
| Hilcorp/Harvest related-party context | Jason C. Rebrook (AROC director) is CEO of Harvest (Hilcorp affiliate) | Audit Committee monitors ~$41.7M 2024 revenue with Hilcorp/Harvest; Rebrook not independent and may be recused as needed; no Segner involvement disclosed |
Expertise & Qualifications
- Financial and technical expertise with CPA and senior finance roles; designated audit committee financial expert .
- Deep energy industry operating experience; acquisition evaluation and financing experience from EOG leadership .
- Academic engineering management credentials at Rice University .
Equity Ownership
| As of Mar 3, 2025 | Shares Owned Directly | Restricted Stock & Units | Rights to Acquire | Indirect Ownership | Total Ownership | % of Class |
|---|---|---|---|---|---|---|
| Edmund P. Segner, III | 74,476 | 54,511 | — | — | 128,987 | <1% |
- RSUs reflect annual awards 2021–2025 with deferred delivery; voting power typically upon vesting/distribution for RSUs .
- Director stock ownership guideline: at least $500,000 (5× base retainer) within five years; all directors are in compliance .
- Hedging and pledging prohibition: AROC policy bans hedging and pledging for directors and officers .
Insider Trades
| Date | Filing/Event | Security | Amount/Detail | Source |
|---|---|---|---|---|
| Jan 30, 2025 (filed Feb 3, 2025) | Form 4 – RSU grant under AROC 2020 Stock Incentive Plan | RSUs | Footnote: RSUs vest 25% on each tranche (consistent quarterly vesting schedule) | |
| Mar 3, 2025 | Beneficial holdings (proxy) | Common & RSUs | Total 128,987 shares/units reported |
Governance Assessment
- Strengths: Independent status; audit committee financial expert designation; 100% attendance across Board/committee meetings; director equity comprises more than 50% of non‑chair total compensation, strengthening ownership alignment .
- Alignment: RSUs with deferred delivery and dividend equivalents support long-term alignment; director stock ownership guidelines met; hedging/pledging prohibited .
- Shareholder signals: 2025 AGM voting—Segner received 145,313,640 votes for, 6,226,581 withheld; say‑on‑pay support 140,857,482 for, 7,055,534 against, 3,627,205 abstentions; audit ratification supported strongly . 2024 say‑on‑pay for prior year program garnered 88% support, below five‑year average >95%, prompting increased performance-based equity weighting in 2025 program (context for governance responsiveness) .
- RED FLAGS to monitor: Board interlock at Vital Energy (Segner and Hawes) may present perceived information-flow overlap; related-party exposure at Hilcorp/Harvest is monitored by the Audit Committee with recusal protocols—no Segner-specific related-party transactions disclosed .
Data Appendix
- Committee composition and meeting cadence: Audit (5 meetings; 100% attendance; 100% independent; Segner member and financial expert), Compensation (7 meetings; 100% attendance), Governance & Sustainability (4 meetings; 100% attendance); Board met 11 times in 2024 .
- Director compensation program specifics: Base retainer $100,000; Chair retainers—Chairman $120,000; Audit Chair $30,000; Compensation Chair $25,000; Governance & Sustainability Chair $25,000; equity award ~$135,000; Jan 25, 2024 grant based on $16 closing price (8,437 shares/units); quarterly vesting in 2024 .
- Segner’s 2024 compensation line: Fees earned in cash $100,000; Stock awards $134,992; total $234,992; RSU deferral election; dividend equivalents accrue/pay on distribution .