Gordon Hall

About Gordon T. Hall

Independent Chairman of the Board at Archrock, Inc. since November 2015; independent director since March 2002. Age 65, with an SM from MIT Sloan and a BBA in Mathematics from Gordon College. Former Credit Suisse Managing Director and Senior Oil Field Services Analyst with deep energy sector and capital markets expertise; currently serves on Archrock’s Audit and Compensation Committees and is designated an SEC “audit committee financial expert.”

Past Roles

External Roles

Board Governance

• Independence: Board determined Hall is independent; Archrock maintains a majority independent Board, separate Chair/CEO, and 100% independent committees.
• Committee assignments: Member, Audit Committee and Compensation Committee; SEC “audit committee financial expert.” Audit Committee met 5 times in 2024 (100% attendance); Compensation met 7 times (100% attendance).
• Chair role: Independent Chairman of the Board (signature to stockholders’ letter).
• Engagement: Regular executive sessions without management at all Board and committee meetings; expanded strategic discussions, annual full-day strategy meeting, enhanced risk updates including cybersecurity.
• Risk oversight: Audit Committee oversees ERM and cybersecurity; Compensation Committee oversees pay-for-performance, HCM, clawback; Governance & Sustainability oversees board effectiveness and sustainability disclosures.
• Policies: No hedging or pledging of company securities; stock ownership guidelines for directors and officers; formal related party transaction policy; executive compensation clawback compliant with NYSE rules (Comp Committee oversight).

Fixed Compensation

• Retainer changes: Effective Jan 1, 2024, Chairman retainer increased to $120,000 (Audit Chair $30,000; Comp/Gov Chairs $25,000); base retainer unchanged at $100,000.

Performance Compensation

• Design: Director equity is time-vested restricted stock/units with dividend equivalent rights; no performance-conditioned metrics for directors.

Other Directorships & Interlocks

Expertise & Qualifications

• Energy and capital markets: Former MD and senior analyst at Credit Suisse; chaired multiple energy boards (Exterran, Hanover).
• Audit oversight: Designated “audit committee financial expert”; Audit Committee oversight of ERM and cybersecurity.
• Strategic governance: Independent Chair since 2015; leads enhanced board evaluations, onboarding, and strategic engagement practices.
• Education: SM, MIT Sloan; BBA (Mathematics), Gordon College.

Equity Ownership

• Ownership policy: Directors must own ≥5× base retainer ($500,000) within five years; all directors in compliance as of June 30. Hedging/pledging prohibited.
• Vested vs. unvested: 3,501 shares reflect unvested restricted stock awarded in 2025 (as of Mar 3, 2025).
• Section 16(a): Company reported late Form 4s for certain NEO awards and Director Honeybourne’s Q4 2024 stock election; otherwise filing requirements were met—no delinquency noted for Hall.

Governance Assessment

• Independence and leadership: Strong independence (separate Chair/CEO), with Hall as independent Chair and member of fully independent committees; robust conflict-review processes.
• Attendance and engagement: 100% committee attendance; expanded executive sessions and strategy reviews signal active oversight.
• Alignment and incentives: Balanced director pay with majority equity (excluding Chair premium); stock ownership requirements and anti-hedging/pledging reinforce alignment.
• RED FLAGS: None disclosed specific to Hall—no related-party transactions, no hedging/pledging, no Section 16 issues flagged; note broader customer-related party exposure via Hilcorp/Harvest (monitoring in place; unrelated to Hall).

Director Compensation (Hall, 2024)

Committee Assignments and Attendance (2024)

Compensation Structure Analysis (Directors)

• Year-over-year changes: Chairman retainer increased to $120,000 effective Jan 1, 2024; director equity grant increased from ~$130,000 to ~$135,000; base retainer unchanged at $100,000—modest shift in fixed cash for Chair with continued equity emphasis.
• Mix and risk: Director equity is time-vested RS/RSUs; no options or performance-conditioned awards—governance rationale emphasizes retention and alignment; equity >50% of total for non-Chair directors.

Related Party Transactions and Conflicts

• Policy: Audit Committee pre-approves and reviews related party transactions quarterly; directors recused from matters where related.
• 2024 transactions: $41.7M revenue from Hilcorp/Harvest affiliates; Director Rebrook (Hilcorp affiliate) not independent and may be recused; no Hall-related transactions disclosed.

Say-on-Pay & Shareholder Feedback

• Engagement: 2024 outreach to holders representing >70% of shares; meetings attended by General Counsel, Compensation Chair and/or Chairman (Hall); disclosures enhanced based on feedback (TSR awards, onboarding, evaluations).

Compensation Peer Group (Context)

• TSR performance units for executives use a defined 2024 Performance Peer Group; long-term incentives include CAD, Leverage (cash settled), and TSR units (stock settled)—Comp Committee oversight includes Hall as member.

Notes on Policies

• Clawback: Adopted Oct 2, 2023; recovery of erroneously awarded incentive-based compensation for officers over prior 3 fiscal years following restatement; administered by Compensation Committee.
• Securities Trading: Prohibits insider trading, hedging, pledging; blackout guidelines for key employees and directors.

Overall, Gordon Hall’s long tenure, independent Chair role, audit/comp committee expertise (including “financial expert” designation), flawless attendance, and strong alignment policies (ownership, anti-hedging/pledging) support investor confidence. No Hall-specific conflicts or red flags were disclosed; governance processes around related parties are robust and active.