Georganne Hodges
About Georganne Hodges
Georganne Hodges, age 59, has served as an independent director of Natural Gas Services Group since October 2023. She is an Audit Committee financial expert and currently chairs the Audit Committee; she also serves on the Compensation and Nominating & Corporate Governance Committees. Her background includes 30+ years across wholesale and retail energy, senior finance roles (CFO) at Spark Energy and Direct Energy, and EVP of Supply, Trading & Logistics at Motiva Enterprises until January 2023; she holds a B.B.A. in Accounting and Finance from Baylor University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Motiva Enterprises, LLC | EVP, Supply, Trading & Logistics | Until Jan 2023 | Senior operating leadership in energy trading/logistics |
| Spark Energy | Chief Financial Officer | Not disclosed | Led IPO and acquisitions; public company disclosure experience |
| Direct Energy | Chief Financial Officer | Not disclosed | Senior finance leadership |
| Arthur Andersen | Public Accounting (career start) | From 1987 | Public accounting and disclosure foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PBF Energy (NYSE:PBF) | Director; Audit Committee member | Since Mar 2023 | Public company audit oversight |
| BWC Terminals LLC | Director | Since 2022 | Audit Committee; Nominating & Corporate Governance Committee |
| TransAlta Renewables (TSX: RNW) | Director; Audit Committee Chair | May 2021 – early Oct 2023 | Chaired audit; resigned upon acquisition |
Board Governance
- Committee assignments and chair roles (as of April 2025): Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member); independent director .
- Audit Committee financial expert designation; Audit Committee met six times in 2024; Board met seven times in 2024 .
- Attendance: Each director attended at least 75% of Board and relevant committee meetings in 2024; all directors attended the 2024 Annual Meeting .
- Executive sessions: Non-employee directors meet in executive session; Lead Independent Director is Donald J. Tringali (presides) .
- Audit Committee report submitted and signed by Hodges as Chair; J. Anthony Gallegos appointed to Audit Committee on April 1, 2025 .
Fixed Compensation
| Component | 2024 Terms | Hodges 2024 Amount ($) |
|---|---|---|
| Annual cash retainer | $55,000 (1H 2024); $70,000 (2H 2024) | $70,728 |
| Committee chair fee | $15,000 per year (per chair) | Included in fees |
| Lead Independent Director supplement | $17,500 per year (if applicable) | Not applicable |
| Non-employee Chairman retainer | $35,000 per year (if applicable) | Not applicable |
| Meeting fees | Not disclosed; compensation structured as retainer + chair fees | — |
- Total cash fees earned (2024): $70,728 .
Performance Compensation
| Component | Grant Timing | Value/Units | Vesting/Metrics |
|---|---|---|---|
| Annual RSU grant (non-employee directors) | June 2024 | ~$110,000 grant-date fair value | Time-based RSUs (no performance metrics disclosed for directors) |
| Director equity award cap | Fiscal-year cap including cash: $250,000 total value | Policy limit | — |
- Hodges 2024 stock awards (grant-date fair value): $109,983 .
- No option awards to directors disclosed; no repricing without shareholder approval .
Other Directorships & Interlocks
| Company | Relationship to NGS | Potential Interlock/Conflict Note |
|---|---|---|
| PBF Energy | Unrelated public energy company | Board/committee role; no related-party transactions with NGS disclosed . |
| BWC Terminals LLC | Private terminals operator | Board/committee role; no related-party transactions with NGS disclosed . |
| TransAlta Renewables | Former public renewables company | Past board/committee role; resigned upon acquisition; no NGS transactions disclosed . |
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert; deep public company accounting/disclosure experience; multiple CFO roles .
- Energy industry breadth: Wholesale/retail energy, trading, logistics, operations .
- Board governance: Prior audit chair; current audit chair at NGS; committee experience across audit, compensation, nominating/governance .
- Education: B.B.A. in Accounting and Finance, Baylor University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Georganne Hodges | 10,243 | <1% | Includes 5,620 RSUs vesting on/around June 13, 2025 . |
| Pledging/Hedging | — | — | None of directors’ shares pledged as of Apr 25, 2025; hedging/pledging prohibited by policy . |
| Ownership guidelines | — | — | Non-employee directors must hold ≥4x annual cash retainer; measured using prior year average price . |
| Section 16 compliance | — | — | One late Form 4 (administrative error) for vesting of 4,623 RSUs; otherwise timely . |
- Ownership alignment: 2024 pay mix for Hodges was approximately 39% cash ($70,728) and 61% equity ($109,983), indicating equity-heavy director compensation aligned with shareholders .
Governance Assessment
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Strengths
- Independent director with audit chair role and “financial expert” designation; strong oversight signal for investors .
- Robust committee engagement: Audit (6 meetings), Compensation (7 meetings overall), plus Nominating & Corporate Governance; board met seven times; attendance ≥75% .
- Shareholder-aligned policies: No hedging or pledging, clawback policy in place, annual say-on-pay, independent compensation consultant; no tax gross-ups; no repricing without shareholder approval .
- Equity-forward director pay structure and formal ownership guidelines (≥4x cash retainer) supporting long-term alignment .
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Potential risks/RED FLAGS
- Section 16 late filing: one late Form 4 due to company administrative error; limited severity but noted for compliance tracking .
- External board service in energy sector (PBF Energy, BWC Terminals): no related-party transactions disclosed, but monitor for future interlocks or business overlaps; none identified in proxy .
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Net view: Hodges’ audit leadership, financial expertise, and equity-heavy compensation design support board effectiveness and investor confidence, with minimal observed conflicts and strong adherence to governance best practices .