Stephanie Hildebrandt
ArchrockAbout Stephanie Hildebrandt
Stephanie C. Hildebrandt (age 60) is Senior Vice President, General Counsel and Secretary of Archrock, Inc. (since 2017). She previously served as Partner at Norton Rose Fulbright (2015–2017) and as SVP, General Counsel and Secretary at Enterprise Products Partners L.P. (2010–2014). She holds a BS in Foreign Service (Georgetown University) and a JD (Tulane University Law School). During her tenure, Archrock’s performance strengthened: 2024 Adjusted EBITDA reached $595 million and EPS increased ~57% YoY; net income and Adjusted EBITDA grew 64% and >30% YoY, respectively, while 5‑year cumulative TSR reached 338 (value of $100 invested) as of year-end 2024, outpacing the peer index at 212 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Norton Rose Fulbright | Partner | 2015–2017 | Senior legal counsel at global law firm; energy sector expertise |
| Enterprise Products Partners L.P. | SVP, General Counsel & Secretary | 2010–2014 | Led legal and governance for a publicly traded midstream and infrastructure leader |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| FS Crude Parent, LLC | Director | Not disclosed | Board member |
| Tulane Center for Energy Law | Advisory Board Member | Since 2019 | Energy law advisory |
| University of St. Thomas | President’s Advisory Board | Since 2016 | Advisory role |
| UT Kay Bailey Hutchison Center for Energy, Law & Business | Executive Council; Advisory Council | 2020–2024; 2014–2024 | Energy/legal leadership network |
| WildHorse Resource Development Corporation | Director; Audit Committee member; Compensation Chair | 2017–2019 | Company acquired in 2019 |
| Rice Midstream Management LLC | Director; Conflicts Committee member | 2016–2018 | Company acquired in 2018 |
| TRC Companies, Inc. | Director; Compensation Chair; Nominating & Governance member | 2014–2017 | Company acquired in 2017 |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $443,077 | $488,462 | $526,923 |
| Non-Equity Incentive (Annual Bonus Paid) | $485,435 | $622,788 | $706,754 |
| Total (Summary Comp Table) | $1,950,612 | $2,406,124 | $2,720,117 |
2025 updates: base salary increased to $550,000 (effective April 2025); 2025 cash incentive target maintained at 75% of eligible earnings .
Performance Compensation
Annual Incentive (2024 design and outcome)
| Component | Weight | Target/Definition | Result/Outcome | Payout Impact |
|---|---|---|---|---|
| Adjusted EBITDA | 80% | 2024 Target $518M; Max $570M | $559M for STI purposes after excluding TOPS impact; ~179% of target factor | 179% |
| Environmental | 5% | Reduce miles per average operating HP vs 2023 | -1.6% vs -1% target | 179% (matches EBITDA payout) |
| Safety (TRIR) | 5% | TRIR ≤ 0.50 | 0.09 excl. TOPS (0.17 incl.) | 179% (matches EBITDA payout) |
| Safety (PVIR) | 5% | PVIR ≤ 0.50 | 0.31 excl. TOPS (0.29 incl.) | 179% (matches EBITDA payout) |
| Talent/Retention | 5% | Voluntary turnover ≤ 17.5% | 10.6% | 179% (matches EBITDA payout) |
| Individual | — | Committee assessment | Met/exceeded expectations | — |
Total payout earned: $706,754 (performance achievement 178.8%) .
Long-Term Incentives (LTI)
2024 design (company-wide): 60% time-based RS/RSUs; 40% performance-based (CAD units 10%, Leverage units 10%, TSR PSUs 20%). Three-year performance/vesting; PSUs payout ranges: CAD/Leverage 0–200%; TSR 0–250% with absolute/relative TSR matrix .
2024 grants to S. Hildebrandt (grant date 1/25/2024):
| Instrument | Target Units/Shares | Grant Date Fair Value |
|---|---|---|
| Restricted Stock (time-based; 1/3 per year over 3 years) | 48,750 | $780,000 |
| CAD + Leverage Performance Units (cash-settled; 3-year cliff) | 16,250 (combined at target) | $260,000 |
| TSR Performance Units (stock-settled; 3-year cliff) | 16,250 | $384,638 |
PSU performance curves and metrics:
- CAD (cumulative cash available for dividend) threshold/target/max: $780M / $975M / $1,170M over 2024–2026; Leverage threshold/target/max: >3.75x / 3.25x / ≤2.75x (year-end leverage) .
- TSR peer group and payout matrix (relative rank x absolute TSR) determine 0–250% payout .
Prior PSU cycle paid at max: 2022–2024 TSR, CAD, and Leverage PSUs all paid at 200% of target based on top-quartile TSR, $752M cumulative CAD, and 2.9x leverage at period end .
Equity Ownership & Alignment
Beneficial ownership (as of March 3, 2025):
- Directly owned: 296,736 shares; Restricted stock/units: 80,028; Total: 376,764; <1% of class .
Outstanding/unvested awards (as of Dec 31, 2024; stock price $24.89):
- Unvested time-based stock: 116,860 shares ($2,908,645) .
- Unearned PSUs at target (six tranches across 2022–2024 grants, cliff vest on 1/25/2025, 1/25/2026, 1/25/2027 depending on cycle): 21,402; 23,354; 16,250 (CAD+Leverage) and 21,403; 23,354; 16,250 (TSR) with aggregate target values shown in table .
- Options: none outstanding .
Ownership policy and alignment:
- Executive stock ownership guideline: 2x base salary (measured annually as of June 30); all NEOs in compliance as of the proxy date .
- No hedging or pledging permitted for officers/directors under Securities Trading Policy .
- Clawback policy adopted Oct 2, 2023 (NYSE Rule 10D-1 compliant): mandatory recovery of erroneously awarded incentive comp for three prior fiscal years if restatement required; applies to Officers, including Ms. Hildebrandt .
Administrative note: Company reported late Form 4 corrections in 2024 for vesting transactions (administrative error corrected subsequently) .
Employment Terms
| Term | Severance (no CIC) | Change-of-Control (double-trigger within 6 months before/18 months after) |
|---|---|---|
| Cash | Lump sum = base salary + target bonus + pro‑rated target bonus + any prior year earned bonus | Lump sum = 2x (base + target bonus) + pro‑rated target bonus + any prior year earned bonus + 2x Company contributions to 401(k)/deferred comp |
| Equity | Next scheduled tranche of unvested equity vests; PSUs vest pro-rata at target depending on year in cycle (1/3, 2/3, or 100%/actual if determinable) | Full acceleration of all unvested LTI awards |
| Benefits | 12 months of employer portion of medical premiums + COBRA admin fee | 24 months of employer portion of medical premiums + COBRA admin fee |
| Covenants | Release; non‑disparagement | Release; 2‑year confidentiality, non‑disclosure, non‑solicit, and non‑compete |
| Tax | No excise tax gross‑ups; “best‑pay” cut to avoid 280G excise tax if beneficial | Same |
Potential payments (as of Dec 31, 2024; stock price $24.89):
| Scenario | Cash | Restricted Stock (accelerated) | Performance Awards (accelerated) | Other Benefits | Total |
|---|---|---|---|---|---|
| Death/Disability | — | $2,908,645 | $3,036,094 | — | $5,945,549 |
| Termination Without Cause / Good Reason | $1,337,500 | $1,518,439 | $2,110,100 | $29,365 | $4,995,404 |
| CIC without Qualifying Termination | — | — | — | — | — |
| CIC + Qualifying Termination | $2,273,750 | $2,908,645 | $3,036,904 | $144,111 | $8,363,410 |
Deferred compensation (2024):
- Executive contribution: $38,802; Company contribution: $42,827; Ending balance: $395,262 .
Perquisites: De minimis; annual executive physical only (below $10,000 threshold) .
Compensation Structure Analysis
- High at-risk mix: NEO pay emphasizes variable comp (annual EBITDA/safety/talent metrics and multi-year PSUs). 2024 LTI: 60% RS/RSUs, 40% performance units; moving to 50%/50% in 2025 to increase performance-based weighting .
- Performance rigor: 2024 EBITDA target $518M with Committee exclusion of TOPS acquisition uplift for fair measurement; sustainability metrics included (20% of STI) with tie-ins to safety (TRIR/PVIR), emissions proxy (miles per HP), and retention .
- Governance controls: Double-trigger CIC; clawback in place; prohibition on hedging/pledging; independent compensation consultant (Pearl Meyer) advising peer group/market positioning .
- Shareholder feedback: 2024 Say-on-Pay support 88% (below 5-year ~95%), prompting 2025 shift to more performance-based equity .
Performance & Track Record (context for incentive alignment)
- 2024 operational/financial: utilization ~96%; contract ops gross margin +500 bps to 67%; EPS +~57% YoY; net income +64% and Adjusted EBITDA +>30% YoY; leverage 3.3x (2.9x ex‑TOPS) .
- Capital allocation: $110M dividends; ~733k shares repurchased in 2024 .
- Portfolio: TOPS acquisition added ~580,000 HP of EMD compression; focus on methane capture and carbon capture tech adoption .
Compensation Peer Group (for benchmarking)
Select peers used for 2024 compensation: ChampionX, DNOW, EnLink Midstream, Helix Energy Solutions, Helmerich & Payne, Newpark Resources, NuStar Energy, Oceaneering, Oil States, Patterson‑UTI, Crestwood Midstream, Summit Midstream, USA Compression Partners .
Say‑on‑Pay & Shareholder Engagement
- 2024 Say‑on‑Pay approval: 88%, reflecting strong but moderated support vs 5‑year average >95% .
- Response: increased performance-based LTI weighting to 50% in 2025; continued outreach to top holders (>70% of shares) on pay/governance/sustainability .
Equity Vesting & Potential Selling Pressure
- Time‑based RS/RSUs vest 1/3 annually (significant scheduled vesting in 2025–2026–2027) .
- PSUs cliff vest at end of 3‑year cycles (next scheduled on 1/25/2026 and 1/25/2027), with CAD/Leverage paid in cash and TSR in shares (DERs paid based on earned units) .
- Trading constraints: no hedging/pledging; stock ownership guidelines restrict open‑market sales until guideline compliance; quarterly blackout/trading policy applies .
Investment Implications
- Alignment: Strong pay-for-performance design (EBITDA/safety/talent in STI; CAD/leverage/TSR in PSUs), robust clawback, no hedging/pledging, and officer ownership guidelines support shareholder alignment and reduce agency risk .
- Retention risk: Material unvested equity through 2027 and competitive severance/CIC protections limit near-term departure risk; 2025 base salary increase further stabilizes retention .
- Signals to monitor: Multi-year PSU performance vs CAD ($780M/$975M/$1,170M thresholds), leverage path to ≤2.75x, and relative/absolute TSR; sustained 96% utilization and margin improvements underpin incentive payouts; any M&A could trigger full acceleration under double-trigger CIC terms .