Margaret C. Montana
About Margaret C. Montana
Margaret C. Montana, age 69, is an independent Class II director of Kodiak Gas Services, Inc. (KGS), serving since June 2023 and nominated to continue through the 2028 annual meeting; she previously served on a Kodiak subsidiary board from February 2019 to June 2023 . She brings deep energy infrastructure expertise from senior executive roles at Shell Midstream and Shell USA and holds a B.S. in Chemical Engineering from Missouri University of Science & Technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shell Midstream Partners G.P., LLC | Chief Executive Officer & President | Retired June 2015 | Senior executive of midstream GP; board service June 2014–March 2020 |
| Shell USA, Inc. | Executive Vice President, U.S. Pipelines & Special Projects; EVP, Supply & Distribution; other roles | Aug 2004–June 2015 | Responsible for hydrocarbon supply to downstream fuels manufacturing and marketing businesses |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gibson Energy Inc. (TSE: GEI) | Director | Since September 2020 | Canadian crude oil infrastructure company board member |
| Houston YMCA | Director | Since 2009 | Non-profit board service |
| Missouri University of Science & Technology | Board of Trustees | Since April 2018 | University governance |
Board Governance
- Committee assignments: Audit & Risk Committee member; Gretchen Holloway is Chair and designated “audit committee financial expert” .
- Independence: Classified independent; Audit & Risk Committee consists solely of independent directors under SEC and NYSE standards .
- Attendance and engagement: In 2024, each director attended at least 75% of Board and applicable committee meetings; all nine directors attended the 2024 annual meeting, and independent directors held at least four executive sessions, chaired by independent Board Chair Randall J. Hogan III .
- Board/class structure and tenure: Class II director; current term expired at the 2025 annual meeting with nomination through 2028 .
| Meetings in 2024 | Count |
|---|---|
| Board | 9 |
| Audit & Risk Committee | 6 |
| Personnel & Compensation Committee | 6 |
| Nominating, Governance & Sustainability Committee | 4 |
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Annual Board Cash Retainer | $80,000 |
| Equity Grant (RSUs, grant-date fair value) | $150,000 |
| All Other Compensation (Dividend equivalents) | $10,185 |
| Total | $240,185 |
- Director Compensation Policy: Non-employee directors receive $80,000 cash retainer; committee chair fees apply (Audit $20,000; Personnel & Compensation $15,000; Nominating $15,000); non-executive chair receives $50,000; policy effective July 3, 2023 and unchanged through 2024 .
Performance Compensation
| Metric/Instrument | Details |
|---|---|
| Annual Director RSU Grant | 5,519 RSUs granted May 1, 2024; vest on the earlier of day immediately preceding the next annual meeting or first anniversary; grant-date value ≈ $150,000 |
| Options | Company states it has never awarded stock options (or similar awards) under the Omnibus Plan; director equity is RSUs, not options |
| Performance metrics tied to director awards | None disclosed for non-employee directors; RSUs vest time-based per Director Compensation Policy |
Other Directorships & Interlocks
| External Board | Sector/Geography | Potential Interlock/Conflict Considerations |
|---|---|---|
| Gibson Energy Inc. (TSE: GEI) | Crude oil infrastructure; Canada | KGS serves U.S. upstream/midstream compression; no related-party transactions disclosed involving Montana; monitor for any business dealings if they arise |
Expertise & Qualifications
- Energy infrastructure leadership (Shell Midstream CEO/President; Shell USA EVP roles) and board-level oversight at Gibson Energy .
- Chemical engineering background aligned with operational and supply chain rigor in hydrocarbons .
- Audit & risk oversight experience through service on KGS Audit & Risk Committee .
Equity Ownership
| Beneficial Ownership (as of March 17, 2025) | Shares |
|---|---|
| Shares Owned Directly | 16,485 |
| Right to Acquire Stock (RSUs vesting within 60 days) | 5,519 |
| Total | 22,004 |
| Percent of Class | <1% |
- Insider Trading Policy prohibits hedging and trading derivative instruments of KGS equity without pre-approval; aligns with long-term ownership principles .
Governance Assessment
- Board effectiveness: Independent director with sector-specific operating expertise; active on Audit & Risk Committee with a designated financial expert on the committee, supporting robust financial and risk oversight .
- Alignment: Equity-heavy director pay (RSUs ≈ $150,000 vs. $80,000 cash) enhances shareholder alignment; vesting tied to continued board service through the next annual cycle .
- Engagement: Attendance thresholds met across Board/committees; independent directors met in executive session at least four times, chaired by an independent Board Chair, indicating healthy independent oversight culture .
- Conflicts/related-party exposure: Proxy’s related-party section does not disclose any transactions involving Montana; Audit & Risk Committee reviews/approves related-party transactions under a written policy, mitigating conflict risks .
- Risk indicators: Company-wide prohibition on hedging; clawback policy adopted in June 2023 pursuant to SEC/NYSE standards (primarily for executive compensation), signaling sound governance posture; no pledging or legal proceedings disclosed for Montana in the proxy .
RED FLAGS: None disclosed specific to Margaret C. Montana in the proxy. Continue monitoring for any future related-party transactions or business overlaps with external boards (e.g., Gibson Energy) and any changes to independence or attendance .