Will Honeybourne
ArchrockAbout Will Honeybourne
Will Honeybourne, age 73, has served as an independent director of Archrock, Inc. since April 2006. He is a Partner at First Reserve (joined as Managing Director in 1999) and serves on the firm’s Investment Committee, bringing deep energy-sector private equity, operations, and petroleum engineering experience to Archrock’s Board . He is currently a member of Archrock’s Compensation Committee and its Governance and Sustainability Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Reserve | Managing Director (joined 1999), now Partner; Investment Committee member | 1999–present | Investment program supervision including strategy, risk management and capital allocation |
| Western Atlas International | Senior Vice President | 1996–1998 | Seismic and wireline logging operations leadership |
| Computalog (Alberta) | President & Chief Executive Officer | 1993–1995 | Commercialization of technical services |
| Baker Hughes (INTEQ; EXLOG) | Vice President & General Manager (INTEQ); President (EXLOG) | Not disclosed | Operations and technology leadership in oilfield services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Reserve | Partner; member, Investment Committee | 1999–present | Oversees investment program strategy, risk management, capital allocation |
| Society of Petroleum Engineers | Member | Not disclosed | Professional affiliation |
| Society of Exploration Geophysicists | Member | Not disclosed | Professional affiliation |
Board Governance
- Independence: The Board determined Honeybourne is independent under NYSE rules following annual review by the Governance and Sustainability Committee .
- Committee assignments and attendance (2024):
- Compensation Committee: Member; 7 meetings; 100% attendance; all independent .
- Governance & Sustainability Committee: Member; 4 meetings; 100% attendance; all independent .
- Board attendance: The Board met 11 times in 2024; all directors attended 100% of regularly scheduled meetings; two directors missed one specially-called Board meeting (not specified by name) .
| Body/Committee | Role | 2024 Meetings | Attendance | Independence |
|---|---|---|---|---|
| Board of Directors | Director | 11 | 100% of regularly scheduled meetings | Majority independent Board |
| Compensation Committee | Member | 7 | 100% | 100% independent |
| Governance & Sustainability Committee | Member | 4 | 100% | 100% independent |
Fixed Compensation
- Structure: Non-employee directors receive a base retainer paid quarterly; chairs receive additional retainers; no meeting fees disclosed; expenses reimbursed .
- 2024 retainer levels:
- Base Retainer: $100,000
- Chairman of the Board: +$120,000
- Audit Chair: +$30,000
- Compensation Chair: +$25,000
- Governance & Sustainability Chair: +$25,000
- Honeybourne elected to receive 50% of his 2024 base retainer in common stock (no deferral); shares issued based on closing price on last trading day of each quarter .
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned in Cash | $50,031 | Reduced by election to take 50% of base retainer in stock |
| Chair/Committee Cash Fees | $0 | Not a chair; no chair retainer |
| Expense Reimbursement | Not disclosed | Reasonable expenses reimbursed |
Performance Compensation
- Annual director equity grants (time-vested): Granted January 25, 2024; grant-date price $16.00; 8,437 restricted shares or RSUs per non-employee director; vests 25% on grant date, and 25% on June 1, September 1, and December 1, 2024 .
- Director Stock & Deferral Plan: Honeybourne elected to receive 50% of his base retainer in common stock (no deferred delivery); number of shares based on closing price at each quarter-end .
- Honeybourne’s disclosed 2024 compensation mix: Stock awards $184,961; Cash $50,031; Dividends on unvested restricted stock $3,153; Total $238,145 .
| Equity Component (2024) | Grant Date | Shares/Units | Grant-date FV ($) | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Annual restricted stock/RSUs | Jan 25, 2024 | 8,437 | ~$135,000; table shows $134,992 per director | 25% on grant date; 25% on 6/1, 9/1, 12/1 2024 | Dividend equivalent rights on RSUs |
| Retainer-in-stock election | Quarterly (Q1–Q4 2024) | Not enumerated; based on each quarter’s closing price | Included in Honeybourne’s stock awards total ($184,961) | Immediate delivery; no deferral | 50% of base retainer in stock |
| 2024 Director Compensation (Selected) | Fees Earned in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| J.W.G. Honeybourne | $50,031 | $184,961 | $3,153 | $238,145 |
No performance metrics are tied to non-employee director equity (time-vested only); performance metrics are applied to executive compensation programs, not director pay .
Other Directorships & Interlocks
- Compensation Committee interlocks: Archrock disclosed “no matters relating to interlocks or insider participation that we are required to report.” Honeybourne served on the Compensation Committee in 2024 alongside Hall, Lytal, and Mallett .
- Other public company directorships: The proxy does not disclose current public company directorships for Honeybourne; biography highlights First Reserve and prior operating roles (not other boards) .
Expertise & Qualifications
- Energy private equity leadership and investment committee oversight (strategy, risk management, capital allocation) .
- Executive and operations leadership in oilfield services (Western Atlas, Computalog, Baker Hughes) .
- Petroleum engineering and commercialization of technical services; professional memberships (Society of Petroleum Engineers; Society of Exploration Geophysicists) .
Equity Ownership
| Holder | Shares Owned Directly | Restricted Stock and Units | Right to Acquire Stock | Indirect Ownership | Total Ownership | Percent of Class |
|---|---|---|---|---|---|---|
| J.W.G. Honeybourne | 167,592 | 3,501 | — | — | 171,093 | <1% |
- Stock ownership guidelines (directors): Own ≥5× base retainer ($500,000) within five years; measured each June 30; all directors in compliance .
- Hedging/pledging: Prohibited for directors and officers under Archrock’s policy .
Insider Trades and Section 16(a)
| Event | Description | Filing Status |
|---|---|---|
| Q4 2024 retainer-in-stock issuance | Honeybourne elected to receive 50% of quarterly retainer in common stock; issuance for Q4 2024 was reported late | Administrative error corrected via subsequent late Form 4; Archrock believes all other Section 16(a) requirements were met in 2024 |
Compensation Committee Analysis and Say-on-Pay
- Committee composition (2024): James H. Lytal (Chair), Gordon T. Hall, J.W.G. Honeybourne, Leonard W. Mallett; 7 meetings; 100% attendance; 100% independent .
- Independent compensation consultant: Pearl Meyer; independence assessed; no conflicts; oversees peer group design and market reviews .
- 2024 Director pay review: Structure near peer median; additional chair retainers increased effective Jan 1, 2024 .
- 2025 say-on-pay results (held April 24, 2025):
- Votes For: 140,857,482; Against: 7,055,534; Abstentions: 3,627,205; Broker non-votes: 7,476,978 .
| Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes | Approval % (For / (For+Against)) |
|---|---|---|---|---|---|
| Advisory vote on NEO compensation (2024) | 140,857,482 | 7,055,534 | 3,627,205 | 7,476,978 | ~95.2% |
Related Party Transactions and Conflicts
- Item 404 review: Archrock’s Audit Committee oversees related party policies and quarterly monitoring; directors recuse from discussions where related .
- 2024 related party transactions disclosed relate to Hilcorp/Harvest via director Jason Rebrook; no related party transactions were disclosed involving Honeybourne .
- Independence confirmed: Honeybourne is independent; Archrock maintains prohibition on hedging/pledging and enforces trading blackouts .
Governance Assessment
- Board effectiveness: Honeybourne is a long-tenured independent director with deep energy finance/operations expertise and full committee attendance, supporting governance quality .
- Alignment: Significant equity orientation in director pay (Honeybourne’s stock awards exceeded cash due to retainer-in-stock election), compliance with robust stock ownership requirements, and prohibitions on hedging/pledging bolster investor alignment .
- Conflicts: No related-party transactions disclosed involving Honeybourne; Compensation Committee reported no interlocks/insider participation issues; independence reaffirmed .
- Shareholder signals: Strong say-on-pay approval (~95%) and active independent oversight (e.g., use of independent consultant; 100% independent committees) are positive for investor confidence .
- RED FLAGS: Administrative late Form 4 for Q4 2024 retainer-in-stock issuance was corrected; monitor Section 16(a) timeliness, but risk appears limited given prompt remediation and overall compliance .