Rose Robeson
About Rose M. Robeson
Independent non-executive Board Chair since 2023; director since 2018. Age 64. Former CFO and senior finance executive in the energy sector (DCP Midstream and predecessors), with deep expertise in corporate finance, accounting oversight, governance, risk management, and strategic planning. Currently an independent director at Williams Companies (Audit Chair) and SM Energy (Compensation Chair), bringing >37 years of energy industry experience across E&P, midstream, refining, and marketing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DCP Midstream GP, LLC (GP of DCP Midstream Partners, LP) | SVP & Chief Financial Officer | May 2012–Mar 2014 | Senior financial leadership; public LP oversight |
| DCP Midstream, LLC | Group VP & Chief Financial Officer | Jan 2002–May 2012 | Led finance and accounting oversight |
| DCP Midstream, LLC | Vice President & Treasurer | Pre-2002 | Corporate treasury leadership |
| Total Petroleum; Kinder Morgan | Executive finance positions | Various | Broad energy finance experience |
External Roles
| Company | Exchange/Ticker | Role | Committees | Tenure |
|---|---|---|---|---|
| Williams Companies, Inc. | NYSE: WMB | Independent Director; Audit Committee Chair | Audit (Chair); Environmental, Health & Safety | Appointed Dec 2020; current |
| SM Energy Company | NYSE: SM | Director; Compensation Committee Chair | Compensation (Chair); ESG Committee | Since Jul 2014; current |
| Antero Midstream GP LP (AMGP GP LLC) | — | Director; Audit Chair | Audit (Chair) | May 2017–Mar 2019 |
| Antero Midstream Corporation | NYSE: AM | Director | Audit (Chair); Nominating & Governance; Conflicts Committee | Mar 2019–Jun 2022 |
| American Midstream GP, LLC | — | Director | — | Jun 2014–Jun 2016 |
| Tesco Corporation | — | Director | — | Oct 2015–Dec 2017 (acquired by Nabors) |
Board Governance
- Role: Non-executive Board Chair since May 2023; formerly Audit Committee Chair (Mar 2021) and member of Compensation and ESG Committees until becoming Chair .
- Independence: Board determined Robeson meets NYSE independence standards; seven of eight current directors are independent .
- Lead independent director: Not appointed because an independent director serves as Board Chair .
- Responsibilities: Chair charter emphasizes independent Board functioning, CEO evaluation with Comp Chair, strategy engagement, and stockholder stewardship .
- Attendance: Board met 11 times in 2024; each director attended ≥90% of Board and committee meetings; independent directors meet regularly in executive sessions overseen by the Chair; all seven directors attended the 2024 annual meeting .
- Committee assignments (current): None for Robeson (serves solely as Board Chair) .
- Shareholder support: Each Board nominee in 2024 received ≥86% support; Say‑on‑Pay approval 91% at 2024 annual meeting .
- Ownership guidelines: Non‑employee directors must hold shares valued at 5× annual cash retainer; five-year grace to comply; all non‑employee directors in compliance as of Mar 24, 2025 .
Fixed Compensation
| Component | 2024 Amount | 2025 Structure (effective Jan 1, 2025) |
|---|---|---|
| Annual Cash Retainer – Board Chair | $130,000 | Board Chair cash retainer $50,000; all non‑employee director cash retainer $80,000 |
| Committee Chair Cash Retainer – Audit | $25,000 | $20,000 |
| Committee Chair Cash Retainer – Compensation | $25,000 | $16,500 |
| Committee Chair Cash Retainer – ESG | $15,000 | $13,750 |
| Committee Member Cash Retainer – Audit | $13,000 | — (simplified structure) |
| Committee Member Cash Retainer – Compensation & ESG | $8,500 | — (simplified structure) |
| Meeting/extra service fees | Occasional authorization; none paid in 2024 | — |
| Robeson 2024 Director Compensation | Cash Fees | Stock Awards (grant-date fair value) | Total |
|---|---|---|---|
| Independent Board Chair | $126,750 | $154,998 | $281,748 |
Notes:
- Director equity awards are granted on the annual meeting date under the 2014 Non‑Employee Directors’ Restricted Stock Plan; shares determined by dividing the predetermined value by NYSE closing price on grant date .
- Directors reimbursed for travel expenses related to Board/committee meetings .
Performance Compensation
| Item | Detail |
|---|---|
| Annual Equity Retainer – Board Chair (value) | $155,000 (2024) |
| Award type | Time‑based restricted stock under 2014 Non‑Employee Directors’ Restricted Stock Plan (no performance metrics disclosed for director awards) |
| 2024 grant valuation | Grant-date fair value $7.76 per share (ASC 718) |
| Robeson – restricted shares outstanding at 12/31/2024 | 19,974 shares |
| Vesting | Full vest on May 15, 2025 |
| Dividends on unvested awards | Company policy indicates no payments of dividends on unvested awards |
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Williams Companies (customer) | Williams is a customer of NPKI; payments for property/services did not exceed the greater of $1.0 million or 2% of Williams’ consolidated gross revenues in FY 2022–2024; Robeson was not involved in decisions to award work to NPKI; Board concluded the relationship does not impair independence . |
| External board leadership | Audit Chair at WMB; Compensation Chair at SM Energy . |
Expertise & Qualifications
- Corporate finance, financial reporting, accounting oversight; corporate governance; risk management; strategic planning .
- Board matrix highlights skills in Accounting/Financial, Strategic Vision, Risk Management, M&A, ESG, and executive experience across multiple directors including Robeson .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Pledged? | Notes |
|---|---|---|---|---|
| Rose M. Robeson | 195,565 | <1% (“*” per proxy) | None of reported shares pledged | Beneficial ownership as of Apr 1, 2025; 86,554,486 common shares outstanding as of Mar 24, 2025 |
| Unvested director RS (Robeson) | 19,974 outstanding; vests May 15, 2025 | — | — | Director RS counted for guideline compliance; options not counted |
| Director ownership guideline | 5× annual cash retainer; all non‑employee directors in compliance as of Mar 24, 2025 | — | — | Sales restricted if compliance jeopardized |
Governance Assessment
- Strengths: Independent, non‑executive Chair with defined responsibilities; high Board/committee attendance; robust stock ownership and clawback policies; no hedging/pledging allowed; strong shareholder support on director elections and Say‑on‑Pay; director compensation right‑sizes cash/equity with 2025 simplification; independent compensation consultant retained by committee .
- Potential conflicts and mitigants: Williams interlock (customer relationship) reviewed; quantitative thresholds not exceeded; Robeson not involved in award decisions; Board affirmed independence .
- Compensation consultant independence: Zayla Partners (subsidiary of Arthur J. Gallagher) advised the Compensation Committee; company separately engaged Gallagher for benefit plan services; committee assessed and determined no conflict of interest (fees: Gallagher $318,058; Zayla $160,000 in 2024) .
RED FLAGS
- Related-party exposure: External directorship at a customer (Williams) could present perceived conflict; however, independence preserved per Board review and thresholds; monitor for changes in volumes or decision involvement .
- Consultant affiliation: Shared corporate parent between compensation consultant and benefits vendor requires annual conflict review, which the committee performed; continue to monitor vendor scope and fees .
Overall, governance signals are positive: independent chair structure, strong attendance, ownership alignment, and transparent handling of potential interlocks and consultant affiliations support investor confidence .