Terry B. Bonno
About Terry B. Bonno
Independent Class III Director (age 67 as of March 17, 2025) serving on Kodiak Gas Services’ board since June 2023; current term expires at the 2026 annual meeting. She is a former senior executive at Transocean Ltd. with global marketing and industry relations leadership, holds a BBA in Accounting from Stephen F. Austin State University, and is a Certified Public Accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Transocean Ltd. | SVP, Industry & Community Relations | 2017–Oct 2018 | Executive leadership; stakeholder engagement |
| Transocean Ltd. | SVP Marketing; VP Marketing | 2011–2017; 2008–2011 | Global marketing oversight across 14 countries |
| Transocean Ltd. | Director/Management roles (West Africa & Americas) | 2001–2008 | Led marketing and contracts efforts |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DNOW Inc. (NYSE: DNOW) | Director | May 2014–present | Audit committee member; ESG & Nominating committee member since May 2022 |
| Tampnet Inc. | Director | 2017–2019 | Offshore high-capacity communications networks oversight |
| Spindletop Community Impact Partners | Director | 2014–present | Non-profit governance |
| National Offshore Safety Advisory Committee | Advisory capacity (industry expert) | 2017–2020 | Offshore safety advisory |
Board Governance
- Independence: Independent director under NYSE standards; Kodiak’s committees consist solely of independent directors where required .
- Committee assignments and chair roles:
- Personnel & Compensation Committee: Chair
- Nominating, Governance & Sustainability Committee: Member
- Attendance and engagement: All directors attended the 2024 annual meeting; each director attended at least 75% of Board and relevant committee meetings in 2024. The Board held 9 meetings in 2024; Personnel & Compensation held 6; Nominating held 4. Independent directors met in executive session at least four times, presided over by the independent Chair of the Board (Randall J. Hogan III) .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Personnel & Compensation | Chair | 6 |
| Nominating, Governance & Sustainability | Member | 4 |
| Board | Director (Independent) | 9 |
Fixed Compensation (Director)
| Component | Amount | Details |
|---|---|---|
| Annual cash retainer | $80,000 | Non-employee director retainer |
| Committee chair fee | $15,000 | Personnel & Compensation Committee chair |
| RSU annual grant | $150,000 | Granted May 1, 2024; 5,519 RSUs; vest on the earlier of the day before next annual meeting or first anniversary |
| Dividend equivalents | $10,185 | Paid on unvested RSUs (2024) |
| 2024 total | $255,185 | Fees $95,000 + RSUs $150,000 + other $10,185 |
Policy notes:
- Non-employee directors (except EQT designees) receive annual RSUs (~$150k) and cash retainers; RSUs accelerate upon Change in Control .
- Equity awards granted under the Omnibus Incentive Plan .
Performance Compensation (Director)
- No performance-conditioned equity or cash disclosed for directors; director awards are time-vested RSUs under the Omnibus Plan; Kodiak states it has never awarded stock options or similar awards to directors .
| Performance Metric (Director) | Weight | Measurement Window | Notes |
|---|---|---|---|
| None disclosed | N/A | N/A | Director RSUs vest time-based, not performance-based |
Other Directorships & Interlocks
- Current public company board: DNOW Inc.; committee roles include Audit and ESG & Nominating .
- Compensation committee interlocks: None disclosed; no executive officer of Kodiak serves on the board or compensation committee of a company with a Kodiak executive on its board/comp committee .
Expertise & Qualifications
- Accounting/finance: BBA in Accounting; CPA .
- Energy industry leadership: Senior roles at Transocean with global marketing oversight; industry/community relations .
- Governance: Longstanding public company board experience; audit committee service; ESG & nominating experience .
Equity Ownership
| Holder | Shares Owned Directly | Right to Acquire (within 60 days) | Total | % of Class |
|---|---|---|---|---|
| Terry B. Bonno | 22,375 | 5,519 (RSUs) | 27,894 | <1% |
Policy note:
- Insider Trading Policy prohibits hedging (e.g., swaps, collars, options) absent approval; applies to directors, officers, and employees .
Governance Assessment
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Strengths
- Independent director chairing the Personnel & Compensation Committee—supports pay governance and human capital oversight .
- Documented attendance and engagement: ≥75% attendance; multiple executive sessions led by an independent Chair enhances board independence .
- Clear director pay structure with modest cash retainers and equity grants that vest by the next annual meeting, aligning directors with shareholders without introducing complex performance constructs .
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Alignment signals
- Personal share ownership plus RSUs (total 27,894 shares/rights) indicates meaningful skin-in-the-game, albeit under 1% of the class—appropriate for a non-employee director .
- Hedging prohibition strengthens alignment by limiting downside insurance for insiders .
-
Potential risks and red flags to monitor
- Structural governance: EQT, via Kodiak Holdings, beneficially owns ~39.2% and retains nomination rights and consent rights over key corporate actions while its pledged shares are subject to lender consent under the Kodiak Holdings Term Loan—could constrain board flexibility and influence governance dynamics (not specific to Ms. Bonno, but relevant to overall board effectiveness) .
- Related-party exposure: ERP services with IFS North America (an EQT-related party) totaling ~$7.4 million in 2024; policy requires Audit & Risk Committee review—ongoing oversight remains important (no Ms. Bonno-specific transactions disclosed) .
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Other observations
- No disclosed compensation committee interlocks; all standing committees comprise independent directors as required, supporting governance quality .
- As an emerging growth company, compensation disclosures focus on named executives; director stock ownership guidelines are not discussed in the proxy materials reviewed .