Chris Drumgoole
About Chris Drumgoole
Chris Drumgoole, 49, is an independent Class III director of Kodiak Gas Services, Inc. (KGS) with a board term expiring in fiscal year 2026; he joined the board at the June 2023 IPO. He is Managing Director of Global Infrastructure Services at DXC Technology (NYSE: DXC) since April 2023, previously serving as DXC’s EVP and COO (2020–2023), and held senior technology leadership roles at General Electric (Global CIO, 2020; CTO, 2014–2020), Verizon/Terremark, IBM, Cable & Wireless, and Savvis; he earned a BBA in Management Information Systems from Pace University. We view his credentials as technology operations and cybersecurity-focused, additive to KGS’s audit oversight and risk management.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DXC Technology (NYSE: DXC) | Managing Director, Global Infrastructure Services | Apr 2023–present | Technology operations leadership supporting large-scale infrastructure programs |
| DXC Technology | EVP & COO | 2020–2023 | Enterprise operations and technology transformation |
| General Electric (NYSE: GE) | Global CIO | Apr 2020–2020s | Global IT governance; cybersecurity oversight |
| General Electric | Chief Technology Officer | Apr 2014–Apr 2020 | Cloud migration, cyber resiliency programs |
| Verizon/Terremark | COO, Cloud & Cybersecurity division | Pre-2014 | Operated cloud/cyber business; integration post-acquisition |
| IBM; Cable & Wireless; Savvis | Various technology and executive roles | Prior years | Enterprise infrastructure and network operations |
| PetSmart, Inc. (private) | Director; Audit Committee member | Nov 2019–Oct 2023 | Audit oversight until acquisition of company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ONUG (technology leaders association) | Director | Jan 2016–present | Industry standards, network/cloud best practices |
| FIU College of Engineering & Computer Science | Dean’s Advisory Board | Ongoing | Academic-industry advisory role |
| DXC Foundation | President | Ongoing | Corporate charitable foundation leadership |
Board Governance
- Committee membership: Audit & Risk Committee member (independent). Gretchen Holloway chairs Audit & Risk and is designated the “financial expert”; other members include Margaret C. Montana.
- Independence: Independent under SEC/NYSE standards; all current committee members are independent.
- Attendance: Directors (including Drumgoole) attended at least 75% of Board and committee meetings in 2024; all nine directors attended the 2024 annual meeting.
- Executive sessions: Independent directors met in executive session at least four times in 2024, presided over by the independent Board Chair.
- 2024 meeting cadence: Board (9), Audit & Risk (6), Personnel & Compensation (6), Nominating/Governance/Sustainability (4).
Fixed Compensation
| Component | Amount/Detail | Period | Notes |
|---|---|---|---|
| Annual director cash retainer | $80,000 | 2024 | Non-employee director retainer under policy |
| Chair fees (Audit/Comp/NomGov) | $0 | 2024 | Not a chair; chair fees apply only to committee chairs |
| Non-executive Board Chair fee | N/A | 2024 | Applies to Board Chair (not Drumgoole) |
| Meeting fees | $0 | 2024 | Not disclosed/applicable; policy specifies retainer-based comp |
| RSU grant (shares) | 5,519 | Granted May 1, 2024 | Annual director RSU grant; time-based vesting |
| RSU grant (fair value) | $150,000 | Granted May 1, 2024 | Grant-date fair value under Omnibus Plan |
| Dividend equivalents | $10,185 | 2024 | On unvested RSUs |
| Total reported director compensation | $240,185 | 2024 | Fees + RSUs + dividend equivalents |
| Vesting terms (directors) | Earlier of day before next annual meeting or 1-year anniversary | 2024 policy | Applies to annual director RSU grants |
Performance Compensation
Directors receive time-based RSUs only; no performance metrics are applied to director equity awards. Annual director RSUs vest on the earlier of the day preceding the first annual meeting following grant or the first anniversary of grant. No options or PSU awards are disclosed for directors.
| Award Type | Grant Date | Shares | Metric Type | Vesting Schedule |
|---|---|---|---|---|
| Annual Director RSU | May 1, 2024 | 5,519 | Time-based (no performance metrics) | Earlier of day before next annual meeting or first anniversary |
| RSU/Stock Award (Form 4) | Apr 23, 2025 | 4,512 | Time-based (director award; metric not specified) | Vesting not specified in Form 4; director awards are time-based by policy |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Committee | Interlock/Conflict Considerations |
|---|---|---|---|---|
| PetSmart, Inc. | Private | Director | Audit Committee | Ended Oct 2023 upon acquisition; no current public interlock |
| ONUG | Association | Director | N/A | Industry association; no KGS conflict disclosed |
| FIU College of Engineering | Academic | Dean’s Advisory Board | N/A | Advisory; no KGS conflict disclosed |
- Compensation Committee interlocks: KGS discloses none among its directors and executive officers.
Expertise & Qualifications
- Technology operations, cloud infrastructure, cybersecurity leadership from GE and DXC; relevant to operational resilience and risk oversight.
- Prior audit committee experience (PetSmart) enhances financial oversight competence at KGS.
- Degree: BBA in Management Information Systems (Pace University).
Equity Ownership
| Ownership Element | Amount | Notes |
|---|---|---|
| Shares owned directly | 10,375 | As of Mar 17, 2025 |
| Rights to acquire (RSUs within 60 days excluded from calc) | 5,519 | 2024 director RSU grant; excluded from “right to acquire within 60 days” in table footnote |
| Total beneficial ownership | 15,894 | Less than 1% of class |
| Post-transaction holdings (Form 4, Apr 2025) | 20,406 | After 4,512-share award |
| Hedging policy | Hedging prohibited for directors, officers, employees absent explicit approval; options/warrants/derivatives restricted. |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2024-05-01 | 2024-05-01 | Award (A) | 5,519 | $0.00 | 15,894 | https://www.sec.gov/Archives/edgar/data/1767042/000112760224013784/0001127602-24-013784-index.htm |
| 2025-04-24 | 2025-04-23 | Award (A) | 4,512 | $0.00 | 20,406 | https://www.sec.gov/Archives/edgar/data/1767042/000095017025058153/0000950170-25-058153-index.htm |
Potential Conflicts and Related-Party Exposure
- Related party transactions policy: Audit & Risk Committee reviews, approves, or disapproves any Item 404 transactions; applies materiality threshold of $120,000 and sets review standards on arm’s-length terms and extent of interest.
- EQT-controlled Kodiak Holdings stockholders’ agreement: EQT affiliates retain director designation rights (currently Alex Darden, Nirav Shah) and certain consent rights at 35% ownership (board size, charter/bylaw changes, indebtedness, dividends, asset sales, change of control), with pledged KGS shares as collateral under a term loan; lenders’ interests may diverge from public shareholders. This governance overlay is a structural consideration, not specific to Drumgoole.
- Related-party vendor: IFS North America (controlled by EQT) ERP/cloud agreement; ~$7.4M cost in 2024 and ~$9.4M cumulative since inception; overseen under related-party procedures. No link to Drumgoole disclosed.
Director Compensation Policy (Structure and Alignment)
- Mix: Cash retainer ($80,000) plus annual RSU (~$150,000 grant-date value; 5,519 RSUs in 2024), no meeting fees; chair premiums only for committee chairs (not applicable to Drumgoole).
- Equity alignment: Annual RSUs vest within ~1 year and accelerate upon change in control; dividend equivalents paid on unvested RSUs.
- Ownership: Demonstrable skin-in-the-game via direct shares and RSUs; hedging prohibited, reinforcing alignment.
Governance Assessment
- Strengths: Independent director with substantial technology, infrastructure, and cyber expertise; Audit & Risk Committee membership supports financial reporting integrity and risk oversight; attendance threshold met (≥75%); prior audit committee experience at PetSmart.
- Risks/Red Flags: No director-specific related-party ties identified; broader governance risk arises from EQT’s consent rights under the stockholders’ agreement and pledged shares at EQT-level, which could constrain certain corporate actions—though not attributable to Drumgoole.
- Compensation structure: Balanced cash/equity with time-based RSUs; no performance-linked director pay (standard practice), but equity grants and prohibited hedging support alignment; no meeting fees or option repricing disclosed.
- Engagement signals: All directors attended the 2024 annual meeting; independent directors met in executive session at least four times; Audit & Risk met six times—indicative of active oversight cadence.
Overall, Drumgoole appears to be a well-qualified, independent audit committee member with technology and cyber oversight capabilities, appropriate attendance, and equity-based alignment; no personal conflicts or related-party exposure are disclosed. Structural governance constraints from EQT’s rights merit monitoring but do not involve Drumgoole.