Frances Powell Hawes
ArchrockAbout Frances Powell Hawes
Frances Powell Hawes (Age 70) is an independent director of Archrock, Inc. since April 2015, currently serving as Chair of the Audit Committee and a member of the Governance and Sustainability Committee. She is a CPA with over 20 years of CFO and senior finance roles at public and private companies, and holds the NACD Cyber Risk Oversight Certificate—bringing deep financial reporting, audit, risk management, and cybersecurity oversight expertise to Archrock’s board . The Board has affirmatively determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Process Steel, L.P. | Chief Financial Officer | 2000–2013 | Financial leadership and audit oversight |
| American Electric Technologies | Chief Financial Officer | 2000–2013 | Public company CFO responsibilities |
| NCI Building Systems, Inc. | Chief Financial Officer | 2000–2013 | Public company CFO responsibilities |
| Grant Prideco | Chief Financial Officer | 2000–2013 | Energy industry finance leadership |
| Weatherford International Ltd. | Chief Accounting Officer; earlier finance roles | To 2000 | Global oilfield services accounting leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vital Energy, Inc. | Director; Chair, Audit Committee; Member, Nominating/Corporate Governance and Environmental & Social Committee | Current | Oversight of financial reporting and ESG governance |
| Memorial Assistance Ministries | Director | Since 2024 | Community oversight |
| PGT Innovations, Inc. | Former Director; Audit Committee Member | 2019–2024 | Audit oversight at industrial manufacturer |
| Energen Corporation | Former Director | 2013–2018 | Board service in E&P |
| Express Energy Services | Former Director | 2011–2014 | Board governance in services |
| Financial Executives International, Houston Chapter | Former Director | — | Professional finance leadership |
Board Governance
- Committee assignments: Chair, Audit Committee; Member, Governance and Sustainability Committee .
- Audit Committee scope: Oversees financial reporting, internal controls, ERM, cybersecurity/data privacy; Hawes qualifies as an “audit committee financial expert” and holds NACD Cyber Risk Oversight Certificate .
- Attendance: Audit Committee met 5 times (100% attendance); Governance & Sustainability Committee met 4 times (100% attendance). Board met 11 times in 2024; all directors attended 100% of regularly scheduled Board and committee meetings (two directors missed one specially called Board meeting due to pre-existing conflicts) .
- Independence: Board determined Hawes is independent .
- Board leadership: Separate independent Chairman structure; Chairman responsibilities include agenda setting, executive sessions, and oversight of information flow .
- Continuing education & evaluations: Formal continuing education policy; Board and committees conduct annual self-evaluations. Hawes’ cybersecurity credential was added in response to Board skill planning .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base cash retainer | $100,000 | Standard director retainer |
| Audit Committee Chair retainer | $30,000 | Increased effective Jan 1, 2024 (from $25,000) |
| Total cash fees (Hawes) | $130,000 | Cash fees earned in 2024 |
| Dividends on unvested equity | $3,153 | “All Other Compensation” for 2024 |
- Chair retainer changes: Chair retainers increased Dec 14, 2023 effective Jan 1, 2024 (Audit Chair to $30,000; Comp Chair $25,000; Governance Chair $25,000; Chairman of the Board $120,000) .
- No meeting fees disclosed; directors reimbursed for reasonable expenses .
Performance Compensation
| Equity Award Type | Grant Date | Grant Value | Shares/Units | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted stock or RSUs | Jan 25, 2024 | ~$135,000 | 8,437 | 25% on grant; 25% on Jun 1; 25% on Sep 1; 25% on Dec 1, 2024 | Grant value increased from ~$130k to ~$135k for 2024; price $16.00 |
- Director equity is time-based, not performance-based; at-risk equity portion exceeds 50% of total compensation for non-Chairman directors (Hawes: $134,992 stock awards vs $268,145 total) .
- Deferral: Directors may elect to receive cash compensation in stock and/or defer; no deferral election disclosed for Hawes in 2024 (Honeybourne elected 50% in stock) .
Other Directorships & Interlocks
- Vital Energy, Inc.: Hawes serves as director and Audit Chair .
- Internal interlock: Edmund P. Segner, III (Archrock director) also serves on Vital Energy’s board and audit/finance committees, creating an interlock that may facilitate shared industry insights but warrants monitoring for information-flow risks .
Expertise & Qualifications
- Credentials: CPA; BBA in Accounting (University of Houston); NACD Cyber Risk Oversight Certificate .
- Skill set: Financial reporting, audit, ERM and cybersecurity oversight; extensive CFO experience across energy and industrial companies .
- Board designation: Identified by Board as audit committee financial expert .
Equity Ownership
| Holder | Shares Owned Directly | Restricted Stock & Units | Right to Acquire | Indirect Ownership | Total | % of Class |
|---|---|---|---|---|---|---|
| Frances Powell Hawes | 95,308 | 31,107 | — | — | 126,415 | <1% |
- Notes: RSUs include awards from 2021 and 2022 with deferred delivery .
- Ownership guidelines: Directors must hold ≥5x base retainer ($500,000) within five years; measured each June 30. All directors in compliance as of 2024 .
- Hedging/pledging: Prohibited for directors and officers under the Securities Trading Policy .
Governance Assessment
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Signals of effectiveness:
- Strong independence and audit leadership; Hawes chairs a fully independent Audit Committee with comprehensive oversight of ERM and cybersecurity, and meets regularly in executive session with internal audit, compliance, and external auditors .
- Perfect committee attendance and broad engagement; Board-level attendance at regularly scheduled meetings is 100% and directors frequently attend all committee sessions, enhancing risk oversight continuity .
- Relevant cyber credential and “financial expert” status strengthen Board skill mix and risk governance .
- Stock ownership alignment and significant at-risk equity in director pay support shareholder alignment .
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Potential conflicts and monitoring:
- Interlock with Vital Energy via Hawes and Segner warrants ongoing monitoring for potential information asymmetries or perceived conflicts, though no related-party transactions involving Hawes are disclosed .
- Related-party exposure at Archrock is centered on customer relationships with Hilcorp/Harvest through director Rebrook, not Hawes; Audit Committee monitors and Rebrook is deemed non-independent and may recuse as needed .
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RED FLAGS:
- None disclosed for Hawes regarding related-party transactions, pledging/hedging, low attendance, or compensation anomalies .
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Contextual shareholder signal:
- 2024 say-on-pay support was 88% (below five-year average >95%), prompting Archrock to increase performance-based equity mix in 2025; while executive-focused, it reflects a responsive governance environment overseen by Hawes’ committees .