Jason Rebrook
ArchrockAbout Jason C. Rebrook
Jason C. Rebrook (age 51) has served on Archrock’s Board since July 2020 and is designated as a Non‑Independent Director due to his executive role at a major customer affiliate. He is CEO and director of Harvest Midstream Company and CEO of JDH Capital Company; previously President of Hilcorp Energy Company (2018–Jan 2021), EVP at Hilcorp (2009–2018), with earlier roles at GE Capital and Chevron. He holds a BS in Petroleum Engineering (Marietta College) and an MBA from Duke’s Fuqua School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvest Midstream Company | Chief Executive Officer & Director | 2018–present | Executive leadership of midstream operations; customer relationship with Archrock |
| JDH Capital Company | Chief Executive Officer | Not disclosed | Investment leadership; associated with prior Archrock shareholder group |
| Hilcorp Energy Company | President | 2018–Jan 2021 | Led upstream operator; Archrock customer |
| Hilcorp Energy Company | Executive Vice President | 2009–2018 | Operations and corporate leadership |
| Hilcorp Energy Company | Asset Team Manager (Gulf of Mexico) | 2008–2009 | Field asset oversight |
| GE Capital | Senior Vice President, Oil & Gas | Not disclosed | Capital markets experience |
| Chevron Corporation | Domestic and international roles | Not disclosed | Upstream operational assignments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hilcorp Energy Company | Director (private) | Not disclosed | Affiliate of Archrock customer |
| Baywater Drilling, LLC | Director (private) | Not disclosed | Private company board |
| Kenai Logistics, LLC | Director (private) | Not disclosed | Private company board |
| STX Beef, LLC | Director (private) | Not disclosed | Private company board |
| Marietta College | Board of Trustees | Former | Academic board role |
| Elite Compression Services, LLC | Director (private) | 2012–2019 | Former director of company whose assets Archrock acquired in 2019 |
| Texas Coastal Ventures, LLC | Director (private) | 2016–2019 | Former board role |
Board Governance
- Independence: Non‑Independent due to executive affiliation with Harvest (Hilcorp affiliate), a significant Archrock customer; the Board may request his recusal on matters relating to Hilcorp/Harvest and pricing discussions .
- Committee assignments: None; Archrock’s Audit, Compensation, and Governance & Sustainability Committees are 100% independent and chaired by independent directors .
- Attendance: Board met 11 times in 2024; all directors attended 100% of regularly scheduled Board and committee meetings, with two directors each missing one specially called Board meeting due to conflicts (names not disclosed) .
- Board structure: Independent, non‑executive Chairman separate from CEO; independent director executive sessions at each quarterly meeting .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Paid quarterly in arrears |
| Committee Chair Fees | N/A to Rebrook; Chair fees set at $120,000 (Chairman of Board), $30,000 (Audit), $25,000 (Compensation, Governance) | Rebrook does not hold chair roles |
| Equity Grant (Restricted Stock/RSUs) | $135,000 grant-date value; 8,437 shares/units at $16.00 close on Jan 25, 2024; vesting one‑quarter on grant date and on June 1, Sept 1, Dec 1, 2024 | Standard grant to each non‑employee director |
| Total 2024 Director Compensation (Rebrook) | $238,145 (Cash $100,000; Stock Awards $134,992; Dividends on unvested $3,153) | ASC 718 fair value methodology; dividends paid on unvested restricted stock |
Performance Compensation (Director)
- Directors receive time‑vested restricted stock/RSUs; there are no performance‑based metrics tied to director equity grants .
Other Directorships & Interlocks
| Relationship | Details | Governance Note |
|---|---|---|
| Customer Interlock | CEO of Harvest Midstream (Hilcorp affiliate); Archrock provided contract operations services and aftermarket parts to Hilcorp/Harvest affiliates at market rates | Rebrook deemed not independent; recusal may be requested on related matters |
| Related‑Party Revenues | Archrock recognized approximately $41.7 million revenue from Hilcorp, Harvest and affiliates in 2024 | Audit Committee monitors under written related‑party policy |
| Historical | Revenues: ~$35.4M (2023), ~$39.0M (2021), ~$40.3M (2020) | Trend monitoring for conflicts risk |
Expertise & Qualifications
- 25+ years across upstream and midstream operations, capital markets, M&A, and corporate leadership (Hilcorp, Harvest, GE Capital, Chevron) .
- Petroleum engineering and energy operations domain expertise; active in industry organizations (YPO, SPE, IPAA, Greater Houston Partnership) .
Equity Ownership
| As of | Shares Owned Directly | Restricted Stock/Units | Total Ownership | % of Class |
|---|---|---|---|---|
| March 3, 2025 | 51,010 | 3,501 | 54,511 | <1% |
- Director stock ownership guidelines: Required to hold stock equal to at least 5× base retainer (i.e., $500,000) within five years of election; all directors were in compliance as of June 30 measurement .
- Hedging/pledging prohibited for directors; no reported pledging of Archrock stock .
Say‑on‑Pay & Shareholder Feedback (Context)
| Meeting | Proposal | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|---|
| April 24, 2025 | Advisory vote on NEO compensation (2024) | 140,857,482 | 7,055,534 | 3,627,205 | 7,476,978 |
- Management reported 88% support at the 2024 Annual Meeting and adjusted the 2025 long‑term incentive mix to 50/50 time‑ vs performance‑based equity in response to feedback .
Governance Assessment
- Strengths: Clear related‑party policy with Audit Committee oversight; consistent recusal framework; independent committees; strong attendance; director equity ownership compliance and anti‑hedging/pledging policy support alignment .
- Risks/RED FLAGS: Material related‑party exposure via Hilcorp/Harvest (>$40M annual revenue in 2024) and director’s executive role at the affiliate; continued monitoring warranted for pricing and contract terms; ensure documented recusals and robust disclosure are maintained .
- Signals: No Section 16(a) delinquency disclosed for Rebrook in 2024, indicating adequate reporting discipline . Committees remain fully independent, limiting potential influence on audit/compensation/governance processes .