Nirav Shah
About Nirav Shah
Nirav Shah, age 38, is an independent Class III director of Kodiak Gas Services, Inc. (KGS) since August 2023. He is a Partner at EQT Partners Inc. since 2023, with prior roles managing portfolio investments and sourcing new opportunities at EQT since 2014; before EQT, he worked at AMP Capital Investors focusing on energy, transportation, and telecom infrastructure. Shah holds a Bachelor of Science in business administration from the University of Michigan; his core credentials center on energy/infrastructure investing, business valuation, governance, and financial management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EQT Partners Inc. | Partner; previously various investment roles | Partner since 2023; with EQT since 2014 | Governance, valuation, financial management experience |
| AMP Capital Investors | Investment professional, infrastructure PE (energy, transport, telecom) | Not disclosed | Infrastructure sector focus |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lumos (private fiber internet provider) | Director | Since Oct 2021 | Board oversight at private telecom infrastructure company |
Board Governance
- Independence: Independent director; not an employee of KGS .
- Committee assignments: None; not a member of Audit & Risk, Personnel & Compensation, or Nominating, Governance & Sustainability committees .
- Attendance and engagement:
- All directors attended the 2024 annual meeting; each director attended at least 75% of Board/committee meetings during their tenure in 2024 .
- 2024 meetings: Board 9; Audit & Risk 6; Personnel & Compensation 6; Nominating, Governance & Sustainability 4 .
- Independent executive sessions: at least four in 2024, presided over by independent Chair Randall J. Hogan III .
- Board leadership: Independent Chairperson of the Board (Randall J. Hogan III) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees earned (cash) | $0 | As an EQT/Kodiak Holdings designee, Shah did not receive director cash fees . |
| Annual RSU grant | $0 | Non-employee director RSU grants (~$150,000 grant-date value) do not apply to Messrs. Darden and Shah . |
| Other compensation | $0 | No dividend equivalents or other director compensation . |
Policy reference (for other directors):
- Annual retainer: $80,000; Chair additional $50,000; Committee chair fees $20,000 (Audit), $15,000 (Comp), $15,000 (Nominating); RSU annual grant ~$150,000 vesting over one year. Darden and Shah excluded from fees and equity due to designation rights under the Stockholders’ Agreement .
Performance Compensation
| Element | Details | Applicability to Shah |
|---|---|---|
| Director performance-linked equity | Not used for KGS directors; standard director equity is time-based RSUs | Not applicable; excluded from RSU program as a Kodiak Holdings designee . |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Notes |
|---|---|---|---|
| Lumos | Private | Director | Telecom infrastructure; EQT portfolio exposure . |
| EQT Partners Inc. | Private | Partner | EQT affiliates (Frontier TopCo Partnership, L.P., “Kodiak Holdings”) hold 39.2% of KGS and have nomination rights; Shah occupies one of the designated seats . |
Expertise & Qualifications
- Energy and infrastructure investment expertise; valuation and financial management skills .
- Governance experience via board roles and portfolio oversight .
- Education: BS in business administration, University of Michigan .
Equity Ownership
| Holder | Shares Owned Directly | Right to Acquire Stock | Indirect Ownership | Total Ownership | % of Class |
|---|---|---|---|---|---|
| Nirav Shah | — | — | — | — | * (<1%) |
Note: Table shows no reported beneficial ownership for Shah; “*” denotes less than 1% of class .
Governance Assessment
-
Strengths:
- Independent status; participates in a Board with robust executive sessions and independent leadership .
- Strong infrastructure investing and governance background; useful for strategic oversight in energy infrastructure .
- Insider Trading Policy prohibits hedging/derivative transactions, enhancing alignment safeguards at the policy level .
-
Risks and potential conflicts (RED FLAGS):
- EQT/Kodiak Holdings designation: Shah is an EQT partner occupying a board seat granted by Kodiak Holdings under the Stockholders’ Agreement; as long as Kodiak Holdings owns ≥35%/≥10%, it can designate 2/1 directors and has consent rights over major corporate actions when ≥35%—potential influence that may not align with minority shareholders (change in board size, charter/bylaw amendments, change of control, debt/equity issuance, dividend policy, significant asset sales) .
- Lender consent rights: Shares held by Kodiak Holdings are pledged under a term loan; lender consent rights may be exercised in ways adverse to KGS stockholders .
- Related-party exposure: KGS purchased ~$7.4 million in 2024 (cumulative ~$9.4 million) of ERP/cloud services from IFS North America, Inc., a related party controlled by EQT—raises ongoing related-party transaction oversight needs .
- Ownership alignment: Shah reported no beneficial ownership in KGS; combined with exclusion from director RSUs, this suggests low direct “skin-in-the-game” alignment .
- Committee engagement: No committee assignments; reduces direct involvement in audit, compensation, or nominating processes (may be by design to mitigate conflicts but limits committee-level oversight) .
-
Attendance/engagement:
- Board states each director met ≥75% attendance in 2024; all directors attended the annual meeting—baseline compliance but no above-and-beyond detail disclosed .
-
Policies mitigating risk:
- Related-party transactions require Audit & Risk Committee review/approval under a formal policy .
- Clawback policy adopted in June 2023 consistent with SEC/NYSE requirements .
Overall, Shah brings relevant infrastructure investment expertise, but EQT’s designation and consent rights, related-party transactions, and lack of direct ownership/compensation in KGS are governance risk indicators that investors should monitor for potential conflicts and minority shareholder protections .