Alex N. Darden

About Alex N. Darden

Alex N. Darden (age 50) is an independent Class II director of Kodiak Gas Services, Inc. (KGS), serving since June 2023; his current term expires at the 2025 annual meeting and he is nominated to serve through 2028. He is Chairman and President of EQT Partners Inc., Head of EQT Infrastructure Advisory Team Americas, and an executive officer/director of EQT Infrastructure Company LLC. He previously held investing roles at GE Energy Financial Services and earlier positions at ABB Inc.; he holds a B.S. in Business from North Carolina State University. Darden served on a Kodiak subsidiary board from January 2019 to June 2023.

Past Roles

External Roles

Board Governance

• Classification and tenure: Class II director; initial term ending 2025; nominated for 2028 expiry.
• Committees: Member, Nominating, Governance & Sustainability Committee (independent; chair is Jon‑Al Duplantier). Not on Audit & Risk or Personnel & Compensation committees.
• Independence: Listed as independent under NYSE standards; committee roster shows “Yes” for independence.
• Attendance: In 2024, each director attended at least 75% of Board/committee meetings; all nine directors attended the 2024 annual meeting. Independent directors met in executive session at least four times (chaired by independent Board Chair Randall J. Hogan).

Fixed Compensation

• Director compensation policy: Annual cash retainer $80,000; Chair of Board $50,000; Committee chair fees ($20,000 Audit, $15,000 Comp, $15,000 NGS); annual RSU grant ~$150,000 at each annual meeting with one‑year vesting.
• Exception: Darden receives no director compensation (cash or equity) because he was designated to the Board by Kodiak Holdings (Frontier TopCo Partnership, L.P.) under the Stockholders’ Agreement.

Performance Compensation

• Directors do not have performance‑conditioned pay at KGS; typical director RSUs vest with service over ~1 year. Darden received no RSUs due to his designation by Kodiak Holdings, so no performance metrics apply.

Other Directorships & Interlocks

• Current roles at EQT entities and energy infrastructure boards create informational access and sector expertise.
• Compensation committee interlocks: KGS discloses none (no KGS executive serving on another company’s comp committee where KGS directors/executives serve, and vice versa).
• Stockholders’ Agreement: Kodiak Holdings (EQT‑affiliated) has nomination rights (two directors ≥35% ownership; one director ≥10%); Darden and Nirav Shah currently occupy those seats. Governance consent rights apply while ≥35% ownership, including changes to Board size, charter/bylaws, change in control, debt >$50mm, equity >$25mm, dividend policy modifications, and asset sales >$100mm.

Expertise & Qualifications

• Infrastructure and energy investing leadership; board governance experience across energy, logistics, and industrial platforms; prior corporate roles at GE EFS and ABB. Education: B.S. in Business, NC State.
• Committee alignment: Governance/sustainability oversight consistent with background.

Equity Ownership

• Beneficial ownership: Darden reports no direct or indirect KGS share ownership; less than 1% of the class.
• RSUs/options: Not receiving director RSUs; no equity listed for Darden in beneficial table.
• Control block context: Frontier TopCo Partnership, L.P. (Kodiak Holdings, EQT‑affiliated) beneficially owns ~39.2% of KGS; pledged its KGS shares as collateral under the Kodiak Holdings Term Loan, which grants lenders certain consent rights on corporate actions (potential governance constraint).

Related‑Party Exposure and Conflicts

• EQT‑linked transactions: IFS North America, Inc. (related party controlled by EQT) provided ERP/cloud services; total purchases since inception ~$9.4m; 2024 cost ~$7.4m. As an EQT executive, Darden’s affiliation heightens scrutiny, though KGS has a formal related‑party review policy overseen by the Audit & Risk Committee.
• Stockholders’ Agreement and Term Loan pledges may constrain certain corporate actions (debt, equity issuance, dividend policy, asset sales) without Kodiak Holdings/lender consent—implications for minority shareholders.

Governance Assessment

• Strengths

  • Independent designation under NYSE standards; active governance role on Nominating, Governance & Sustainability Committee.
  • Board attendance threshold met; executive sessions held regularly under an independent chair.
  • Deep infrastructure/energy experience; prior public company board service; enhances board effectiveness.
  • Insider trading policy prohibits hedging; clawback policy aligned with Rule 10D‑1.

• Concerns and RED FLAGS

  • Designated director representing a 39.2% controlling shareholder (EQT‑affiliated); investors should monitor potential influence over major corporate actions via consent rights.
  • Lender consent rights tied to pledged KGS shares could be adverse to minority holders in certain scenarios (debt, dividends, equity issuance, asset sales).
  • Related‑party spend with an EQT‑controlled vendor (IFS North America) is material ($7.4m in 2024), requiring continued robust audit committee oversight.
  • Personal ownership alignment is low (no KGS shares/RSUs), as Darden is excluded from director pay and equity grants due to designation, reducing “skin‑in‑the‑game” optics at the individual level (offset by controlling shareholder representation).

• Implications

  • Expect strong governance process adherence, but elevated monitoring of transactions and strategic decisions where EQT or lender consent rights intersect with KGS’s capital allocation or M&A.
  • Engagement focus for investors: transparency on related‑party transactions, independence in committee decisions, and rationale for capital structure/dividend policies under consent frameworks.