Carla Mashinski
About Carla Mashinski
Independent director (Age 62) serving since 2024; Class III term expires at the 2027 annual meeting. She chairs the Audit Committee and serves on Nominating & Governance. Credentials include CPA, PMP, NACD Directorship Certification, and CERT Certification in Cybersecurity Oversight (CMU SEI), with 35+ years in energy across Shell, Duke, GulfMark Offshore, SBM Offshore, and Sasol. Former CFO and later Chief Financial & Administrative Officer of Cameron LNG (retired May 2022); previously CFO and VP Finance & Information Management for Sasol North America (2014–2015) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cameron LNG | Chief Financial Officer; expanded to Chief Financial & Administrative Officer | Jul 2015 – May 2022 | Senior finance leadership at large LNG infrastructure; retirement in 2022 |
| Sasol North America | CFO; VP Finance & Information Management (North America) | 2014 – Jul 2015 | Oversight of finance/IT in integrated energy operations |
| Shell Oil; Duke Energy; GulfMark Offshore; SBM Offshore; Sasol Limited | Various finance/operating roles | 35+ years cumulative | Broad O&G finance/operations expertise |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Primoris Services Corporation (PRIM) | Director | Current | Audit Committee Chair |
| BKV Corporation (BKV) | Director | Current | Audit Committee Chair |
| Unit Corporation (UNT) | Director | Prior | Not specified |
| CARBO Ceramics | Director | Prior | Not specified |
Board Governance
- Independence: Board determined Ms. Mashinski is independent under NYSE rules; also independent for Audit Committee and Nominating & Governance membership (Section 10A independence affirmed for Audit) .
- Committee assignments: Audit Committee Chair; Nominating & Governance member .
- Financial expert: Designated audit committee financial expert by the Board (with Krishna Shivram) .
- Meetings and attendance:
- Board held 7 meetings; directors attended 98% of Board/committee meetings in 2024 .
- Audit Committee held 4 meetings; members were Mashinski (Chair), Shivram, Woolverton .
- Nominating & Governance held 4 meetings (members Kearney (Chair), Agee, Mashinski) .
- Stock ownership guidelines: Directors must hold 5x annual cash retainer; compliance required within 5 years of adoption or appointment (adopted Oct 2024) .
| Item | Status / Detail |
|---|---|
| Board Class/Term | Class III; term expires 2027 |
| Independence | Independent director; Audit and Nominating & Governance independence affirmed |
| Audit Financial Expert | Yes |
| Audit Committee Meetings | 4 in 2024 |
| Nominating & Governance Meetings | 4 in 2024 |
| Overall Attendance | Directors attended 98% of meetings (Board/committees) in 2024 |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Base director retainer (annualized) | $75,000 | Cash |
| Audit Committee Chair fee (annualized) | $15,000 | Cash |
| Committee member fee (annualized) | $5,000 | Cash; for Nominating & Governance |
| 2024 RSU grant (grant-date fair value) | $156,200 | 13,971 RSUs at $11.18 per share; includes prorated awards for Jan–Jun due to 1/1/2024 appointment |
| 2024 Total director comp | $251,200 | Sum of cash and equity value |
2024 Director compensation structure (all directors):
- Base retainer $75,000; Committee Chair $10,000; Audit Chair $15,000; Committee member $5,000; annual RSU grant $100,000 .
- Settlement election: directors may elect 100% stock or 70% stock / 30% cash for vested RSUs (cash portion termed “Restricted Cash Unit” or RCU) .
Performance Compensation
| Metric / Feature | Disclosure |
|---|---|
| Performance metrics tied to director pay | None disclosed; director equity is annual RSUs, time-based with optional partial cash settlement . |
| 2024 RSU share count | 13,971 RSUs granted to Mashinski (fair value $11.18/share) |
| RSUs/RCUs outstanding (12/31/2024) | 9,780 RSUs; 4,191 RCUs |
Note: Performance-based equity (PSUs) with TSR metrics applies to Named Executive Officers, not directors. Director grants are RSUs with settlement elections, not performance-conditioned awards .
Other Directorships & Interlocks
| Company | Relationship to RNGR | Interlock/Conflict Notes |
|---|---|---|
| Primoris Services Corporation (PRIM) | External | Audit Chair; no RNGR-related transactions disclosed |
| BKV Corporation (BKV) | External | Audit Chair; no RNGR-related transactions disclosed |
| Unit Corporation; CARBO Ceramics | External (prior) | No current RNGR link disclosed |
Compensation Committee interlocks: Company disclosed no compensation committee interlocks or insider participation in 2024 .
Expertise & Qualifications
- CPA; Certified Project Management Professional; NACD Directorship Certified; CERT in Cybersecurity Oversight (CMU SEI) .
- Deep O&G finance and operations background; former CFO/CAO of Cameron LNG; prior roles at Sasol, Shell, Duke, GulfMark Offshore, SBM Offshore .
- Recognitions: WomenInc. Most Influential Corporate Board Directors (2019); 2020 Breakthrough Award (GHWCC); 2020 Top 50 Most Powerful Women in Oil & Gas .
Equity Ownership
| Holder | Shares Beneficially Owned | Voting Power | Notes |
|---|---|---|---|
| Carla Mashinski | 0 | * | No Class A shares reported; asterisk denotes <1% |
| RSUs outstanding (12/31/2024) | 9,780 | — | Unvested awards |
| RCUs outstanding (12/31/2024) | 4,191 | — | Cash-settle component tied to RSUs |
| Ownership guidelines | 5x annual cash retainer within 5 years | — | Adopted Oct 2024; compliance window through 2029 (or 5 years from appointment) |
| Hedging policy | Hedging/monetization prohibited for directors | — | Insider Trading Policy |
No pledging or related-party holdings involving Ms. Mashinski are disclosed. The company prohibits hedging and monetization transactions by directors ; no pledging policy statement is specified.
Governance Assessment
Strengths
- Audit Committee chair with SEC-designated “financial expert” status—signals robust financial oversight; Audit Committee charter updated Oct 23, 2024 and covers ERM and cybersecurity oversight .
- Independence affirmed for Audit and Nominating & Governance committees, enhancing board objectivity .
- High engagement context: 7 board meetings and 4 audit meetings in 2024; directors attended 98% overall .
Alignment and Incentives
- Director compensation mix blends fixed cash ($95k annualized including Audit Chair + committee member) with equity ($156.2k grant-date value in 2024), providing equity exposure via RSUs and optional partial cash settlement .
- Stock ownership guideline (5x cash retainer) with five-year compliance runway; as a 2024 appointee with zero beneficial Class A shares, alignment is expected to increase as RSUs vest and guidelines phase in .
Conflicts and Red Flags
- No related-party transactions disclosed involving Ms. Mashinski; 2024–2025 related-party items listed pertain to other directors/executives (BioSqueeze, Aloha, Stallion) and were ratified by the Board/Audit Committee .
- Compensation Committee interlocks: none in 2024, reducing risk of pay-setting conflicts .
- Hedging prohibited; no disclosures of pledging or derivative use—mitigates misalignment risk .
Signals for investors
- Audit leadership and cybersecurity oversight credentials are positive for financial reporting integrity and risk governance .
- Initial lack of beneficial share ownership is typical for new directors; adherence to the ownership guideline over five years will be a key alignment milestone .
- Director compensation structure is conventional and modest; RSU settlement flexibility (RCUs) introduces some cash element but preserves equity linkage .
Fixed Compensation (Detail for 2024)
| Item | Amount | Citation |
|---|---|---|
| Fees Earned or Paid in Cash | $75,000 | |
| Audit Committee Chair fee | $15,000 | |
| Committee Member fee | $5,000 | |
| Stock Awards (RSUs; grant-date fair value) | $156,200 | |
| Total | $251,200 |
Performance Compensation (Director Equity Mechanics)
| Feature | Detail | Citation |
|---|---|---|
| Annual RSU grant guideline | $100,000 for independent directors | |
| Settlement election | 100% stock OR 70% stock / 30% cash (RCU) within 30 days post-grant | |
| 2024 grant specifics | 13,971 RSUs at $11.18 per share; prorated for Jan–Jun due to 1/1/2024 appointment | |
| Outstanding awards (12/31/2024) | 9,780 RSUs; 4,191 RCUs | |
| Performance metrics tied to director equity | None disclosed (RSUs are time-based) |
Related Party Transactions (Screen on Mashinski)
- Company disclosed related party transactions in 2023–2024 involving BioSqueeze, Aloha Workwear & Specialty, and Stallion; none involve Ms. Mashinski .
- Audit Committee reviews/approves related party transactions per policy; transactions described as arm’s-length .
Say-on-Pay & Shareholder Feedback
- Board recommends FOR 2024 executive compensation advisory vote; specific prior approval percentages not disclosed in the proxy .
Compensation Committee Analysis (Context)
- Compensation consultants: NFP (most of 2024) and Meridian (from Nov 2024); both deemed independent by NYSE standards .
- No compensation committee interlocks in 2024 .
Equity Ownership Guidelines & Compliance
- Directors: 5x annual cash retainer; compliance within five years of adoption (Oct 2024) or appointment, whichever later .
- Mashinski: 0 beneficial Class A shares as of record date; has unvested RSUs/RCUs from 2024 grant .
- Insider trading policy: hedging/monetization prohibited for directors/officers/employees .
Expertise & Qualifications
- CPA; PMP; NACD Directorship Certified; CERT in Cybersecurity Oversight (CMU SEI) .
- Recognized by WomenInc. (2019) and GHWCC (2020); Top 50 Most Powerful Women in Oil & Gas (2020) .
Governance Quality Summary
- Board effectiveness: Strong audit oversight under Mashinski with SEC “financial expert” designation; ERM and cybersecurity included in charter scope .
- Independence and attendance: Independence affirmed; board/committee activity levels and overall 98% attendance support engagement .
- Alignment trajectory: Ownership guideline and RSU awards should enhance alignment over time; current lack of beneficial shares should be monitored until guideline compliance is reached .
RED FLAGS (none specific to Mashinski disclosed)
- No related-party links or attendance issues disclosed for Mashinski .
- Monitor ownership guideline progress given 0 beneficial shares currently .