Randall J. Hogan, III

About Randall J. Hogan, III

Randall J. Hogan, III (age 69) is the independent Chairperson of Kodiak Gas Services, Inc.’s Board (KGS), serving since June 2023 and previously Chair of a Kodiak subsidiary from January 2019 to June 2023. He is a Class II director nominated for a term expiring at the 2028 annual meeting. Hogan holds a B.S. in Civil and Environmental Engineering from MIT and an MBA from the University of Texas at Austin .

Past Roles

External Roles

Board Governance

• Board structure and independence: Hogan is independent and serves as Chairperson; all standing committees are fully independent under SEC/NYSE standards .
• Committee memberships (2024): Personnel & Compensation Committee member; not on Audit & Risk or Nominating, Governance & Sustainability .
• Meeting cadence and attendance: 2024 meetings—Board (9), Audit & Risk (6), Personnel & Compensation (6), Nominating, Governance & Sustainability (4). Each director attended at least 75% of applicable meetings, and all nine directors attended the 2024 annual meeting .
• Executive sessions: Independent directors met in executive session at least four times in 2024; Hogan, as independent Chairperson, presided .

Fixed Compensation

• Director Compensation Policy: Cash retainer $80,000 for board service; additional $50,000 for non-executive chair; committee chair premiums (Audit $20,000; Personnel & Compensation $15,000; Nominating $15,000). Annual RSU grant of ~$150,000 for non-employee directors (except Darden and Shah), vesting on the earlier of the day before the next annual meeting or one year; RSUs accelerate on change in control .
• 2024 actuals (Hogan): Cash fees $130,000; Stock awards $150,000 (5,519 RSUs granted May 1, 2024); Dividend equivalents $10,185; Total $290,185 .

Vesting terms for 2024 RSUs: Vest on the earlier of the day immediately preceding the next annual meeting or the first anniversary of grant, subject to continued service; accelerate upon change in control .

Performance Compensation

• No director-specific performance-based equity metrics are disclosed; annual director equity grants are time-based RSUs with the above vesting schedule. The company notes it has never awarded stock options; director grants are RSUs under the Omnibus Plan .

Other Directorships & Interlocks

• Compensation Committee interlocks: None; no executive officer of KGS serves on another company’s board or compensation committee where a KGS executive is on the board/comp committee, and vice versa .
• Major shareholder designation rights: Kodiak Holdings (EQT affiliate) can designate directors (currently Alex Darden and Nirav Shah) and has consent rights on certain corporate actions subject to ownership thresholds, which may influence governance dynamics .

Expertise & Qualifications

• Core credentials: Organizational leadership (former CEO/Chair), industrial operations, capital allocation, and governance; current healthcare technology board exposure (Medtronic). Engineering and MBA academic foundation .
• Committee-relevant expertise: Compensation oversight via Personnel & Compensation Committee membership; prior chair experience at multiple boards .

Equity Ownership

Notes:

• “Right to acquire” reflects RSUs expected to vest within 60 days of March 17, 2025 (the record date) consistent with the director vesting schedule .
• Hedging is prohibited under the Insider Trading Policy; directors must seek approval for any derivative or hedging arrangements. No pledging by Hogan is disclosed in the proxy .

Governance Assessment

• Strengths:

  • Independent Chair leading at least four executive sessions in 2024; all committees fully independent; formal clawback policy for executives; robust Code and Governance Guidelines .
  • Solid engagement signals: Board met nine times; Hogan’s committee role implies direct involvement in executive compensation oversight .
  • Transparent director pay structure with modest cash retainers and annual RSUs; no meeting fees that could incentivize excessive meeting cadence .

• Potential conflicts and monitoring points:

  • EQT influence: Hogan is an Advisor to EQT, and EQT (via Kodiak Holdings) holds significant nomination and consent rights, while KGS has material related-party spend with an EQT-controlled vendor (IFS North America). While Hogan is classified as independent, his advisory tie to EQT and EQT’s control rights warrant ongoing monitoring for conflicts of interest in transactions or strategic approvals. RED FLAG: Related-party exposure with EQT-controlled IFS ($7.4 million in 2024 cost) alongside EQT governance rights .
  • Ownership alignment: Hogan’s stake is <1% with annual RSU grants; alignment exists but is limited in scale relative to overall float .

• Additional notes:

  • Attendance: All directors met at least the 75% threshold; Hogan presided over independent director sessions, supporting board effectiveness .
  • No disclosed director-specific performance metrics; director equity is time-based, minimizing complexity but reducing explicit pay-for-performance linkage for directors .

Overall, Hogan’s independent chair role and committee participation support governance quality. The primary investor-confidence consideration is EQT’s structural influence and related-party transactions, which should be actively overseen by independent committees and subjected to rigorous related-party review processes .