Darron Anderson
About Darron M. Anderson
Independent director at INSW since June 2024 (age 56). Anderson is President & CEO of Stallion Infrastructure Services Ltd., and previously served as President & CEO of Ranger Energy Services (NYSE: RNGR), where he executed its August 2017 NYSE IPO. He began his career as a drilling engineer at Chevron, holds a B.S. in Petroleum Engineering from the University of Texas at Austin, and brings extensive onshore/offshore energy operating and transactional expertise .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Stallion Infrastructure Services Ltd. | President & CEO | Current | Leads a market-leading temporary infrastructure services company supporting U.S. oil & gas and other end markets . |
| Ranger Energy Services, Inc. (NYSE: RNGR) | President & CEO | 2017–2021 | Led successful NYSE IPO in Aug 2017; diversified completion/production services across U.S. shale basins . |
| Chevron Corporation | Drilling Engineer | Began career; resigned in 1998 | Held positions across U.S. Land, Offshore and Canada . |
| Sidewinder Drilling, LLC | Director/Executive | Prior | Board/leadership experience in oilfield services . |
| Express Energy Services, LLC | Director/Executive | Prior | Board/leadership experience in oilfield services . |
External Roles
| Company | Role | Committees (if disclosed) | Status |
|---|---|---|---|
| Tidewater Inc. (NYSE: TDW) | Director | Not disclosed in INSW proxy | Current . |
| Ranger Energy Services, Inc. (NYSE: RNGR) | Director (prior) | Not disclosed in INSW proxy | Prior . |
Board Governance
- Independence: Board determined all nominees except CEO Lois K. Zabrocky and Craig H. Stevenson, Jr. are independent; Anderson is independent and eligible for audit committee service under NYSE/SEC rules .
- Committee assignments:
- Compensation Committee member (joined Dec 9, 2024; committee met six times in 2024) .
- Sustainability and Safety Committee member (committee established Dec 9, 2024; no 2024 meetings due to late creation) .
- Board structure: Non-executive Chairman (Ian T. Blackley). Non-management directors meet in executive session at each regular Board meeting .
- Attendance: Board held 9 meetings in 2024; each director attended at least 75% of Board and committee meetings for which they were a member .
- Shareholder support (2025 election): Votes for Anderson 37,382,257; withheld 533,660; broker non-votes 3,695,656 .
- Policies:
- Code of Business Conduct and Ethics; anti-bribery policy .
- Insider Trading Policy prohibits hedging and pledging by directors and employees .
- Incentive Compensation Recoupment Policy aligned with NYSE clawback rules for executive officers .
- Related-party transactions: None in 2024 and through proxy date .
Fixed Compensation (Director)
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer – non-employee director | $80,000 | Full-year rate for directors serving a full term . |
| Committee chair retainers | Audit $25,000; Compensation $20,000; Governance $20,000 | Annual amounts . |
| Committee member retainer (non-chair) | $10,000 per committee | Annual amount . |
| Sustainability & Safety Committee (created 12/18/2024) | Chair pro-rated $1,250; members pro-rated $625 (paid Q1’25) | Pro-rated for 2024 partial period . |
| Meeting fees | None | No fees for attending Board/committee meetings . |
| Anderson – 2024 cash actually paid | $45,426 | Pro-rated cash fees given mid-year appointment and committee service . |
Performance Compensation (Director Equity)
| Grant | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual director restricted stock (Anderson) | June 13, 2024 | 2,011 shares | $114,969 | Vests on earlier of June 13, 2025 or 2025 Annual Meeting, subject to continued service . |
Equity is time-based; no performance metrics apply to director awards .
Other Directorships & Interlocks
| Type | Details |
|---|---|
| Current public company board | Tidewater Inc. (NYSE: TDW) . |
| Prior public company boards | Ranger Energy Services, Inc. (NYSE: RNGR) . |
| Committee interlocks | Compensation Committee report lists Anderson as a member; the company discloses no compensation committee interlocks or inside participation issues . |
Expertise & Qualifications
- Energy sector operating leadership with offshore and onshore drilling services; entrepreneurial M&A and operational improvement background .
- IPO execution experience (RNGR NYSE IPO) .
- Technical foundation in petroleum engineering (B.S., University of Texas at Austin) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Darron M. Anderson | 2,011 | * (<0.1%) | Includes 2,011 shares vesting June 10, 2025; based on 49,338,204 shares outstanding as of April 16, 2025 . |
- Stock ownership guidelines: Non-employee directors expected to hold ≥3× annual cash base retainer within 5 years; all non-employee directors were in compliance as of Dec 31, 2024 .
- Hedging/pledging: Prohibited by policy for directors and employees .
- Pledging/related-party: No pledging or related-party transactions disclosed for Anderson; company reported no related-party transactions in 2024 and through the proxy date .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay: Over 95.8% of votes cast supported NEO compensation .
- 2025 say-on-pay: For 36,887,312; Against 967,995; Abstain 60,610; broker non-votes 3,695,656 .
Compensation Committee Analysis (Context for Anderson’s role)
- 2024 composition and changes: Timothy J. Bernlohr (Chair); Randee E. Day (until Dec 9, 2024); A. Kate Blankenship (from Feb 2024); Darron M. Anderson (from Dec 9, 2024). Six meetings in 2024 .
- Independent consultant: Lyons, Benenson & Company Inc. (LB&Co.); committee determined no conflicts of interest in 2024 .
- Committee responsibilities: Executive and director compensation, CD&A oversight and report, risk assessment, and director equity/cash compensation decisions .
Governance Assessment
- Strengths:
- Clear independence status; joined two key committees (Compensation; Sustainability & Safety) aligning with his operating and energy-sector expertise .
- Strong shareholder support in 2025 director election (37.38M for vs. 0.53M withheld) and robust say-on-pay outcomes, indicating positive investor sentiment .
- Solid policy framework: anti-hedging/pledging, clawback for executive officers, and director ownership guidelines; no related-party transactions disclosed .
- Attendance expectations met company-wide; Board held nine meetings; committees active (Compensation 6; Governance 7; Audit 5) .
- Alignment:
- 2024 director pay mix for Anderson skewed to equity (approx. $115k stock vs. $45k cash) supporting alignment with shareholders; equity vests at the next annual meeting .
- Beneficial ownership currently modest (pro-rated first-year award), but the director ownership guideline requires building to ≥3× retainer within five years; policy prohibits pledging/hedging .
- Potential watch items (no current red flags):
- External commitments: Serving as an active CEO (Stallion) and as a TDW director; INSW’s Corporate Governance Guidelines cap non-management directors at ≤4 public boards and require sufficient time/absence of conflicts—Anderson is within limits and no conflicts disclosed .
- Sustainability & Safety Committee newly formed (Dec 2024) and did not meet in 2024; committee cadence and oversight will matter prospectively as KPIs tied to sustainability-linked loans expand .
RED FLAGS: None disclosed—no related-party transactions, no pledging, strong election support, and independence confirmed .
Appendices
Director Compensation – 2024 (Extract)
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Darron M. Anderson | 45,426 | 114,969 | 160,395 |
Election Results – 2025 (Director)
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Darron M. Anderson | 37,382,257 | 533,660 | 3,695,656 |