Jean K. Holley
About Jean K. Holley
Jean K. Holley, age 66, joined the Natural Gas Services Group, Inc. (NGS) Board on November 1, 2024, and currently serves as an independent director. She is Chair of the Compensation Committee and a member of the Safety & Sustainability Committee, bringing deep CIO experience in digital transformation and cybersecurity as well as public-company compensation governance expertise. Holley holds a B.S. from Missouri University of Science & Technology and an M.S. from the Illinois Institute of Technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brambles Limited | Global SVP & Chief Information Officer | Sep 2011 – Jul 2017 | Led digital transformations, cybersecurity, data analytics initiatives . |
| Tellabs, Inc. | EVP & Chief Information Officer | Apr 2004 – Aug 2011 | Global telecom networking; CIO leadership . |
| USG Corporation | VP & Chief Information Officer | Not disclosed | CIO leadership; operations/IT . |
| Waste Management, Inc. | Senior IT Director | Not disclosed | IT leadership in environmental services . |
External Roles
| Company | Ticker/Exchange | Role | Committees/Notes | Tenure |
|---|---|---|---|---|
| Herc Holdings, Inc. | HRI/NYSE | Director | Chair, Compensation; Member, Nominating & Governance . | Since 2017 . |
| Accord Financial Corp. | ACD/TSX | Director | Chair, Compensation . | Since 2020 . |
| OneSpan, Inc. (formerly VASCO Data Security) | OSPN/NASDAQ | Former Director | Former Chair, Nominating & Governance . |
Board Governance
- Board structure and independence: The Board determined Holley is independent under NYSE standards; a majority of NGS directors are independent .
- Committees: As of April 2025, Holley is Chair of the Compensation Committee and a member of the Safety & Sustainability Committee .
- Appointment and election: Board expanded to seven; Holley appointed Nov 1, 2024 and elected by shareholders on June 5, 2025 to a term expiring at the 2027 annual meeting (For: 9,207,155; Against/Withheld: 493,902; Abstentions: 112,595; Broker non-votes: 924,369) .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Board met seven times .
- Executive sessions/leadership: Non-employee directors hold regular executive sessions; Lead Independent Director is Donald J. Tringali .
Quantitative governance items:
| Item | 2024 | Source |
|---|---|---|
| Board meetings held | 7 | |
| Director attendance threshold disclosed | ≥75% |
Fixed Compensation (Director)
| Component | Structure/Amount | Notes | Source |
|---|---|---|---|
| Annual cash retainer (2024) | $55,000 (H1 2024); $70,000 (H2 2024) | Increased mid-year | |
| Committee Chair fee | $15,000 per year | Applies to each committee chair | |
| Lead Independent Director fee | $17,500 per year | Not applicable to Holley | |
| Non‑employee Chairman fee | $35,000 per year | Not applicable to Holley | |
| Expense reimbursement & D&O insurance | Reimbursed; 2024 D&O cost $307,353 | Standard practice |
Director compensation earned by Holley in 2024 (partial year):
| Metric | 2024 | Source |
|---|---|---|
| Fees Earned or Paid (Cash) | $10,774 | |
| Stock Awards (grant-date fair value) | $66,235 | |
| Total | $77,009 |
Performance Compensation (Director Equity)
| Grant | Grant Date | Instrument | Units/Shares | Grant-Date Price/Value | Vesting | Notes |
|---|---|---|---|---|---|---|
| Annual director equity (program) | Jun 2024 | RSUs | N/A (policy level) | ~$110,000 value | Typically annual | Board-approved policy for non-employee directors . |
| Holley appointment award (pro‑rated) | Nov 1, 2024 | RSUs | 3,465 | $19.57 (close 10/31/24) | One year from grant | Pro‑rated to align with annual $110k; vests one year from grant . |
Notes on director equity program: Annual awards are time-vested RSUs; there are no director performance metrics (no PSUs/options) disclosed for directors .
Other Directorships & Interlocks
- Current public boards: Herc Holdings (Chair, Compensation; member, Nominating & Governance) and Accord Financial (Chair, Compensation) .
- Prior public board: OneSpan (formerly VASCO Data Security), former Chair of Nominating & Governance .
- Interlocks/conflicts: NGS discloses Holley as independent and does not disclose any related‑party transactions involving her; any related‑party transactions require pre-approval under Board rules .
Expertise & Qualifications
- CIO leadership and digital transformation: Former CIO at Brambles, Tellabs, USG; cybersecurity and data analytics expertise .
- Governance credentials: Multiple compensation and nominating/governance chair roles on public boards .
- Recognition: Presidential Humanitarian Leadership Award (COVID data analytics task force), Georgia CIO ORBIE Lifetime Achievement Award; named a top CIO by ComputerWorld; WISE Hall of Fame inductee .
Equity Ownership
| Item | As of | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (common) | Apr 25, 2025 | Not reported (—) | No shares reported in Management Ownership table |
| Shares pledged as collateral | Apr 25, 2025 | None | Footnote indicates none of officers/directors’ shares pledged as of date |
| Director ownership guideline | Policy | ≥4x annual cash retainer | Applies to non‑employee directors |
| Hedging/pledging policy | Policy | Prohibited | Insider Trading Policy prohibits hedging/pledging |
Compensation Committee Analysis
- Committee composition and leadership: Holley appointed to the Compensation Committee and named Chair on November 1, 2024; 2024 Compensation Committee comprised solely of independent directors .
- Use of independent advisor: Zayla Partners, LLC engaged as independent compensation consultant for benchmarking, plan design, risk review, and shareholder outreach support; committee determined no conflicts of interest .
- Peer group for benchmarking and PSU-TSR assessments (executive program): Included oilfield services and related companies such as SEI, PNRG, RNGR, TTI, GEOS, OIS, FET, TUSK, SMHI, KLXE, NINE, BOOM, ICD, CSI Compressco, Dril-Quip, DTI (acquisitions noted) .
- Shareholder engagement: Post‑2024 say-on-pay outreach to 19 institutional holders (~66% outstanding) to refine compensation design; increased performance linkages and disclosure .
Say‑on‑Pay & Shareholder Feedback
| Matter | For | Against | Abstain | Broker Non‑Votes | Notes |
|---|---|---|---|---|---|
| 2025 Say‑on‑Pay (advisory) | 8,090,928 | 1,331,487 | 391,237 | 924,369 | Approved . |
| 2025 Equity Plan Amendment | 9,436,695 | 362,571 | 14,386 | 924,369 | Plan share increase/term extension approved . |
| 2025 Auditor Ratification | 10,452,723 | 103,972 | 181,326 | N/A | Approved . |
| Holley 2025 Director Election | 9,207,155 | 493,902 (withheld) | 112,595 | 924,369 | Elected; term to 2027 . |
Context: 2024 advisory vote received “more than 50%” but below Board’s desired support; expanded shareholder outreach undertaken in 2024 to address concerns and redesign programs .
Related‑Party Transactions & Conflicts
- Independence: Board affirmatively determined Holley is independent under NYSE rules .
- Related‑party transactions: Proxy does not disclose any related‑party transactions involving Holley; company policy requires pre‑approval for any related‑party transactions .
- Code of Ethics: Conflicts of interest prohibited; mechanisms for reporting violations .
Governance Assessment
-
Strengths:
- Independent director with relevant oversight experience; Chair of Compensation Committee, enhancing pay governance rigor .
- Demonstrated shareholder responsiveness: robust engagement and program redesign; independent consultant retained with no conflicts .
- Clear ownership alignment structures for directors; hedging/pledging prohibited .
- Strong support in 2025 director election; say‑on‑pay passed with solid margin .
-
Watch items:
- New to NGS Board (appointed Nov 2024) and elevated quickly to Compensation Chair—execution quality should be monitored through next cycles (not a red flag, but a transition watch) .
- Beneficial ownership not yet reported as of Apr 25, 2025; monitor progress toward director ownership guidelines over time .
No RED FLAGS identified related to attendance, pledging/hedging, related‑party transactions, or say‑on‑pay outcomes based on current disclosures .