Jason Ingersoll
ArchrockAbout Jason G. Ingersoll
Senior Vice President, Sales and Operations Support at Archrock, Inc. (AROC). Age 54. He has led Sales since 2018 and added Operations Support in 2020, after earlier leadership roles across Archrock’s predecessor entities (Exterran Energy Solutions, L.P. and Universal Compression) including Regional VP, Business Unit Director, and Country Manager for China; B.S. Mechanical Engineering, Texas A&M University . Company performance during the latest year includes net income up 64% YoY and Adjusted EBITDA up >30% YoY in 2024, with fleet utilization at 96%, underscoring a robust operating backdrop for incentive plans tied to EBITDA, safety and unit-level metrics . Archrock’s 2022 performance units (TSR, CAD and Leverage) paid out at 200% of target, reflecting top-ranked TSR and maximum outcomes on cash available for dividend and leverage goals over the 2022–2024 cycle .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Archrock, Inc. | SVP, Sales (Marketing & Sales) | 2018–present | Senior commercial leadership across sales; added Operations Support in 2020 to broaden operating leverage . |
| Archrock, Inc. | SVP, Operations Support | 2020–present | Senior operating support leadership aligned to field execution and service outcomes . |
| Exterran Energy Solutions, L.P. (predecessor) | Vice President, Sales | 2013–2015 | Commercial leadership for predecessor subsidiary . |
| Exterran Energy Solutions, L.P. (predecessor) | Regional Vice President | 2012–2013 | Regional operating/commercial leadership . |
| Exterran Energy Solutions, L.P. (predecessor) | Business Unit Director | 2009–2012 | Business unit management . |
| Universal Compression Holdings, Inc. (predecessor) | Country Manager, China; roles of increasing responsibility | Not disclosed | International leadership experience within compression industry . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Good Samaritan Foundation | Member, Executive Committee and Board of Trustees | Not disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annualized base salary (set by Committee) | Not disclosed | $425,000 | $455,000 (7.1% YoY increase) |
| Salary earned (fiscal year) | $371,538 | $413,462 | $448,077 |
| Target annual bonus (% of eligible earnings) | 75% | 75% | 75% |
| Non-equity incentive paid (cash) | $484,328 | $536,467 | $580,246 |
| All other compensation (401k + deferred comp match, etc.) | $35,594 | $40,456 | $42,691 (401k $18,975; deferred comp $23,716) |
Performance Compensation
2024 Short-Term Incentive (STI) design and results
| Component | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (Company) | 70% (Ingersoll) | $518M | $559M (excl. TOPS for plan) | 179% | Cash (annual) |
| Sustainability – Environmental | 5% | 1% reduction in mileage per avg. operating HP | 1.6% reduction | 179% (matches EBITDA payout when ≥ target) | |
| Sustainability – Safety (TRIR/PVIR) | 10% TRIR for Ingersoll | TRIR ≤ 0.50; PVIR ≤ 0.50 | TRIR 0.09; PVIR 0.31 (excl. TOPS) | 179% (matches EBITDA payout when ≥ target) | |
| Talent (Retention) | 5% | ≤ 17.5% voluntary turnover | 10.6% | 179% (matches EBITDA payout when ≥ target) | |
| Operating Unit (Sales & Ops Support) | 10% | Targets not disclosed (competitive harm) | 172.7% achievement | 172.7% | |
| Total STI Payout (Jason Ingersoll) | — | — | — | $580,246 | Cash (paid 1Q25) |
Notes:
- Ingersoll’s STI target for 2024 was 75% of eligible earnings; earned payout applied formula with Company and Operating Unit factors and individual performance (100% for all NEOs) .
Long-Term Incentive (LTI) structure and 2024 grants
- 2024 mix: 60% time-vested restricted stock; 40% performance units (CAD 10%, Leverage 10% cash-settled; TSR 20% stock-settled), all on 3-year schedules .
- Grant date: January 25, 2024; grant price reference $16.00; Ingersoll received: 35,625 restricted shares; 5,938 CAD units; 5,937 Leverage units; 11,875 TSR PSUs; target grant-date value $950,000; accounting fair value $1,041,081 .
- Performance metrics and payout ranges:
- CAD: cumulative cash available for dividend (Adjusted EBITDA – maintenance/other capex – cash taxes – cash interest) 2024–2026; 0–200% payout; Threshold $780M, Target $975M, Max $1,170M .
- Leverage: Net debt/EBITDA at period end; 0–200% payout; Threshold 3.75x, Target 3.25x, Max ≤2.75x .
- TSR: Absolute and relative TSR vs a defined peer set; 0–250% payout per matrix; 3-year cliff vest; settled in shares .
| 2024 LTI (granted 1/25/2024) | Units granted | Vesting |
|---|---|---|
| Restricted Stock (time-based) | 35,625 | Vests 1/3 per year over 3 years (beginning 1/25/2025) |
| CAD Performance Units | 5,938 (target) | 3-year performance period (2024–2026), cliff vest 1/25/2027; cash-settled |
| Leverage Performance Units | 5,937 (target) | 3-year performance period (2024–2026), cliff vest 1/25/2027; cash-settled |
| TSR Performance Units | 11,875 (target) | 3-year performance period (2024–2026), cliff vest 1/25/2027; share-settled |
Historical vesting/performance outcome (prior cycle):
- 2022–2024 performance units: TSR ranked 1st among peers → 200% payout; CAD above maximum → 200%; Leverage at 2.9x → 200%. Ingersoll earned 30,914 TSR shares; CAD 15,456 units (cash); Leverage 15,456 units (cash) at settlement in early 2025 .
Equity Ownership & Alignment
| Category (as of March 3, 2025) | Shares/Units | Notes |
|---|---|---|
| Shares owned directly | 240,352 | Voting and dispositive power as applicable . |
| Restricted stock and units (unvested) | 58,846 | Time-based; included for ownership guideline measurement . |
| Total beneficial ownership | 299,198 (<1% of class) | Less than 1% . |
| Unvested time-based RS (detail) | 82,928 at 12/31/24; grants initially vesting 1/25/23, 1/25/24, 1/25/25 | Vests ratably 1/3 annually from initial vest date . |
| Unearned PSUs at target (12/31/24) | 2022 CAD/Lev: 15,456 each; 2023 CAD/Lev: 15,992 each; 2024 CAD/Lev: 11,875 each; 2022 TSR: 15,457; 2023 TSR: 15,923; 2024 TSR: 11,875 | 2022 awards vested 1/25/2025; 2023 vest 1/25/2026; 2024 vest 1/25/2027 (subject to performance) . |
| Ownership guideline | 2x base salary within 5 years; all NEOs in compliance | Based on direct + unvested time-vested RS/RSUs; performance units excluded . |
| Hedging/pledging | Prohibited for all officers/directors | Trading blackouts apply to designated key employees . |
Potential insider selling pressure indicators:
- Annual RSU vesting in late January each year; 2023/2024/2025 grant cycles imply vest dates around 1/25/2025–2027 .
- PSU cliff vests: 1/25/2026 (2023 cycle) and 1/25/2027 (2024 cycle), with TSR settled in shares and CAD/Leverage settled in cash, which can create event-driven liquidity considerations at vest .
Section 16(a) note:
- Company disclosed late Form 4s in 2024 for certain items (not specific to Ingersoll); otherwise believes all officer/director filings met requirements for 2024 .
Employment Terms
| Provision | Terms |
|---|---|
| Severance (termination without Cause or resignation for Good Reason) | Cash severance equals (base salary + target annual incentive opportunity) + target annual incentive opportunity; for Ingersoll: $1,137,500 based on 2024 levels . |
| Change-of-Control (double-trigger) | No payout on CoC absent Qualifying Termination; with Qualifying Termination, Ingersoll’s cash severance would be $1,933,750 (based on 12/31/2024 assumptions) . |
| Equity vesting on death/disability | Accelerates in full for outstanding equity awards . |
| Equity treatment on CoC | Double-trigger acceleration; performance units vest at actual performance if determinable, otherwise at target . |
| Clawback | NYSE-compliant policy adopted Oct 2, 2023; covers erroneously awarded incentive-based compensation for the 3 completed fiscal years preceding a required restatement; recovery mechanisms include reimbursement, offsets, cancellation, etc. Applies to Officers including Ingersoll . |
| Hedging/Pledging | Prohibited under Securities Trading Policy . |
| Ownership guidelines | 2x salary requirement; compliance as of proxy date . |
| Deferred compensation & retirement | Eligible to defer up to 90% of salary/bonus; company “make-up” contributions for 401(k) limits; standard health/welfare benefits; ESPP available (90–100% of fair market value purchase features) . |
| Perquisites | De minimis; only annual executive physical (below $10,000 threshold) . |
Multi‑Year Compensation Summary (Jason G. Ingersoll)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary earned ($) | 371,538 | 413,462 | 448,077 |
| Stock awards (grant date fair value, $) | 704,848 | 849,651 | 1,041,081 |
| Non-equity incentive plan compensation ($) | 484,328 | 536,467 | 580,246 |
| All other compensation ($) | 35,594 | 40,456 | 42,691 |
| Total ($) | 1,596,308 | 1,840,035 | 2,112,095 |
Performance & Track Record
- 2024 operating context: Archrock increased net income 64% YoY and Adjusted EBITDA >30% YoY, raised dividends to $110M, and sustained 96% fleet utilization, supporting above-target STI outcomes tied to EBITDA, safety, environmental efficiency and unit-level metrics .
- LTI execution: The 2022–2024 PSU cycle paid 200% across TSR (ranked 1st of the peer set), CAD, and Leverage, reinforcing alignment between long-term incentives and value creation/financial strength during the cycle .
Compensation Structure Observations
- Cash vs equity mix: For NEOs (ex-CEO), a majority of target total direct compensation is variable and equity-oriented; 2024 grants continue a blended time/performance-based design, with a shift to 50/50 time vs performance beginning in 2025, raising at-risk performance equity exposure going forward .
- Metric rigor: Clear quantitative metrics across STI (EBITDA, safety TRIR/PVIR, environmental mileage/HP, talent retention) and LTI (CAD, Leverage, TSR) with caps and multi-year vesting; Leverage metric removed for 2025 LTI to simplify focus on CAD and TSR while maintaining balance of absolute/relative performance .
- Governance: Double-trigger CoC, clawback, no tax gross-ups, hedging/pledging prohibitions, ownership guidelines in compliance—hallmarks of shareholder-aligned design .
Investment Implications
- Near-term supply from vesting: January vesting cadence (time-based RS) and PSU cliffs (2026/2027) can create episodic share delivery events; TSR PSUs settle in stock while CAD/Leverage settle in cash, moderating dilution but potentially informing trading liquidity around vest dates .
- Pay-for-performance alignment: Above-target 2024 STI driven by strong EBITDA and safety performance, coupled with 200% payouts on the 2022–2024 PSU cycle, indicates incentives paid for tangible operating and shareholder-value outcomes, supportive of confidence in execution and commercial leadership in Sales and Ops Support .
- Retention and risk: Market-aligned severance/CoC protections (double-trigger; formulaic severance); ownership guideline compliance and hedging/pledging prohibitions reinforce alignment; 2025 shift to higher performance-equity mix increases long-term at-risk exposure, a positive signal for sustained alignment .
- Say-on-pay sentiment: 88% support in 2024 suggests investor acceptance of compensation structure, though modestly below five-year average, prompting the 2025 increase in performance equity weighting—constructive responsiveness to investors .