Gretchen Holloway
About Gretchen Holloway
Independent Class I director at Kodiak Gas Services, Inc. (KGS), age 50 as of March 17, 2025, serving since June 2023; Audit & Risk Committee Chair and designated “audit committee financial expert.” She is Senior Vice President and Chief Financial Officer of ITC Holdings Corp., with prior finance leadership roles at ITC and CMS Energy; education includes a BBA in Finance (Western Michigan University) and the University of Chicago Booth Advanced Management Program (2023). Tenure on KGS Board runs through the Class I term expiring at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ITC Holdings Corp. | SVP & Chief Financial Officer | Since July 2017 | Responsible for accounting, internal audit, treasury, FP&A, reporting, risk, and tax . |
| ITC Holdings Corp. | VP, Interim CFO & Treasurer | Oct 2016 – Jul 2017 | Finance leadership . |
| ITC Holdings Corp. | Vice President & Treasurer | Nov 2015 – Oct 2016 | Treasury leadership . |
| ITC Holdings Corp. | Vice President, Finance | May 2014 – Nov 2015 | Finance leadership . |
| ITC Holdings Corp. | Senior/Director roles | Jan 2004 – May 2014 | Various finance leadership roles . |
| CMS Energy Corp. | Various financial roles | Nov 1999 – Jan 2004 | Finance roles . |
| Arthur Andersen | Public accounting | Early career (dates not specified) | Audit/finance foundation . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Women Thrive Advisory Board | Director | Since Sep 2022 | Advisory focus . |
| The Children’s Foundation | Board of Trustees | Since Mar 2024 | Finance & Audit committee member since July 2015 . |
| Caribbean Utilities Company, Ltd. | Director (prior) | May 2021 – May 2023 | Board service concluded . |
| Inforum (Michigan) | Director (prior) | May 2019 – May 2023 | Women’s leadership org . |
Board Governance
- Independence: Holloway is independent under SEC and NYSE standards and serves as the Audit & Risk Committee Chair; she is designated the Board’s audit committee financial expert .
- Committee assignments and 2024 meetings:
- Audit & Risk Committee: Chair (6 meetings in 2024) .
- Personnel & Compensation: Not a member .
- Nominating, Governance & Sustainability: Not a member .
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings; all nine directors attended the 2024 annual meeting . In 2023, each director attended at least 89% of meetings .
- Executive sessions: Independent directors met separately at least four times in 2024; presided by independent Chair Randall J. Hogan . In 2023, independent directors met nine times .
- Controlled company context: KGS is a “controlled company” under NYSE rules due to EQT-affiliated ownership; KGS did not then rely on governance exemptions, but retains eligibility to do so .
Fixed Compensation
| Year | Cash Fees ($) | Notes | Equity Awards ($) | RSU Detail | Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 (fiscal) | 100,000 | $80,000 Board retainer + $20,000 Audit Chair fee . | 150,000 | Awarded 5,519 RSUs on May 1, 2024; vest at earlier of day before next annual meeting or first anniversary; accelerates on Change in Control . | 10,185 | Dividend equivalents . |
| 2023 (fiscal) | 50,000 | First-year board service post-IPO . | 150,000 | Awarded 9,375 RSUs on July 3, 2023; same vesting construct . | 3,563 | Dividend equivalents . |
- Director compensation policy: Non-employee directors receive $80,000 annual retainer, plus chair fees ($20,000 Audit; $15,000 Compensation; $15,000 Nominating), and ~$150,000 annual RSU grant; RSUs vest by the next annual meeting or one year; accelerate upon Change in Control .
Performance Compensation
- No performance-based compensation disclosed for directors. Annual director equity grants are time-based RSUs; KGS states it has never awarded stock options (or similar awards), reinforcing low-risk director equity design .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Holloway . |
| Prior public company boards | Caribbean Utilities Company, Ltd. (May 2021–May 2023) . |
| Compensation committee interlocks | None—KGS discloses no interlocks or insider participation on its Compensation Committee . |
Expertise & Qualifications
- Financial leadership and technical expertise: CFO of ITC Holdings; responsible for accounting, internal audit, treasury, FP&A, risk, and tax .
- Audit committee financial expert designation; experience overseeing external auditors and internal controls .
- Education: BBA in Finance (Western Michigan University); Advanced Management Program (Chicago Booth, 2023) .
Equity Ownership
| As of | Shares Owned Directly | Right to Acquire (RSUs) | Total Ownership | % of Class |
|---|---|---|---|---|
| Mar 17, 2025 | 9,375 | 5,519 | 14,894 | <1% |
| Mar 25, 2024 | 0 | 9,375 | 9,375 | <1% |
- Hedging prohibition: KGS Insider Trading Policy prohibits directors from hedging or entering derivative transactions on KGS stock without approval; options/derivatives trading is prohibited under policy .
- Pledging: No pledging policy disclosure specific to directors found; not disclosed .
Governance Assessment
-
Positives:
- Independent Audit & Risk Committee chaired by Holloway, who is the designated financial expert; robust oversight of audits, internal controls, and principal risks .
- Strong engagement/attendance thresholds met; frequent independent executive sessions; independent board chair .
- Clear director pay structure with majority equity mix via annual RSUs; reasonable chair fee; no stock options for directors .
- Related-party transactions reviewed under a formal policy by the Audit & Risk Committee .
-
Structural risk factors and potential conflicts:
- Controlled company status under NYSE rules due to EQT-affiliated ownership; while KGS did not rely on exemptions at the time, governance flexibility remains a risk consideration .
- EQT-related arrangements and consent rights (e.g., IFS North America master services agreement ~$7.4 million in 2024 costs; lenders’ consent rights under the Kodiak Holdings Term Loan) increase related-party exposure and potential misalignment; Audit & Risk Committee oversight mitigates, but monitoring is warranted .
- No director-specific related-party transactions involving Holloway are disclosed; continue monitoring for interlocks with customers/suppliers .
Overall, Holloway’s audit leadership, financial expertise, and independence support board effectiveness. The controlled-company context and EQT-related consents elevate governance risk; ongoing vigilance of related-party transactions and board independence practices is appropriate .