Krishna Shivram
About Krishna Shivram
Krishna Shivram (age 62) is an independent Class I director of Ranger Energy Services (RNGR) since 2017. He chairs the Compensation Committee and serves on the Audit Committee; the Board has designated him an SEC “audit committee financial expert.” He is Managing Partner of Veritec Capital Partners and previously served as EVP & CFO and interim CEO of Weatherford, with earlier senior finance roles at Schlumberger. He holds a B.S. from Sydenham College (India) and is a Chartered Accountant.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weatherford International plc | Executive Vice President & CFO | Nov 2013 – Nov 2016 | Senior finance leadership; corporate finance and treasury |
| Weatherford International plc | Interim Chief Executive Officer | Nov 2016 – Mar 2017 | Led transition period |
| Schlumberger Ltd. | Vice President & Treasurer | From Jan 2011 | Corporate treasury leadership |
| Schlumberger Ltd. | Controller — Drilling Group | May 2010 – Jan 2011 | Segment finance/controller responsibilities |
| Schlumberger Ltd. | Manager — Mergers & Acquisitions | May 2009 – Apr 2010 | Corporate M&A execution |
| Schlumberger Ltd. | Controller — Oilfield Services | Aug 2006 – Apr 2009 | Global OFS finance/controller |
| Sentinel Energy Services Inc. (SPAC) | Chief Executive Officer; Director | CEO 2017–2020; Director 2017–2023 | Led public SPAC; board service |
External Roles
| Organization | Role | Committees/Notes |
|---|---|---|
| Allison Transmission Holdings Inc. | Director | Current public company directorship |
| Stem, Inc. | Director | Current public company directorship |
| Veritec Capital Partners | Managing Partner | Private capital firm in energy tech/decarbonization |
Board Governance
- Committee assignments and chair roles: Compensation Committee Chair; Audit Committee member. Independent under NYSE standards; designated “audit committee financial expert.”
- Attendance and engagement: Board held 7 meetings; independent directors met in executive session 3 times; directors attended 98% of board/committee meetings in 2024. Audit Committee met 4 times; Compensation Committee met 3 times in 2024.
- Stock ownership guidelines: Adopted Oct 2024; directors must hold stock equal to 5x annual director cash retainer within 5 years of later of guideline adoption or initial appointment.
- Hedging/derivatives policy: Directors, officers, and employees are prohibited from hedging or monetization transactions involving company securities; derivative transactions are prohibited.
- Shareholder voting outcomes (2025 AGM): See table below.
| 2025 AGM Proposal | For | Against | Withhold | Broker Non-Votes |
|---|---|---|---|---|
| Elect Director – Michael C. Kearney | 11,587,715 | — | 5,552,185 | 1,257,828 |
| Elect Director – Krishna Shivram | 15,395,644 | — | 1,744,256 | 1,257,828 |
| Ratify Auditor (Grant Thornton LLP) | 18,255,124 | 141,645 | 959 | — |
| Say-on-Pay (Advisory) | 16,400,240 | 526,466 | 213,194 | 1,257,828 |
| Approve Amended & Restated 2017 LTIP | 15,889,812 | 894,216 | 355,872 | 1,257,828 |
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer (Cash) | 75,000 | Standard director cash retainer |
| Committee Chair Fee | 10,000 | “Other Committee Chairs” (Compensation Committee) |
| Committee Member Fee | 5,000 | Audit Committee member |
| Cash Subtotal | 90,000 | Sum of cash elements (75k + 10k + 5k) |
Director pay program (policy-level):
- Base retainer: $75,000; Chairman of the Board: +$30,000; Audit Chair: +$15,000; Other Committee Chairs: +$10,000; Committee Member: +$5,000.
Performance Compensation
| Grant Date | Award Type | Units/Shares | Fair Value per Share | Total Grant-Date Fair Value | Settlement Election | Outstanding at 12/31/2024 |
|---|---|---|---|---|---|---|
| Jul 25, 2024 | RSUs | 8,945 | $11.18 | $100,000 | Elect within 30 days: 100% stock or 70% stock/30% cash (RCUs) | 8,945 RSUs |
- No option awards or performance-vested equity are disclosed for directors; the director annual equity is time-based RSUs per program.
Other Directorships & Interlocks
| Company | Role | Interlocks / Conflicts |
|---|---|---|
| Allison Transmission Holdings Inc. | Director | No compensation committee interlocks disclosed for 2024; company states no such interlocks. |
| Stem, Inc. | Director | No compensation committee interlocks disclosed for 2024; company states no such interlocks. |
The proxy discloses no related-party transactions involving Mr. Shivram; disclosed related-party items in 2024/2023 involved other directors/executives and third parties (BioSqueeze, Aloha, Stallion).
Expertise & Qualifications
- Chartered Accountant with deep experience in financial accounting, income taxes, treasury, corporate finance, and M&A; designated as Audit Committee financial expert.
- Senior public-company leadership: Weatherford EVP & CFO; interim CEO; Schlumberger group controller, M&A, and treasury.
- Energy services domain expertise and board experience across multiple public companies.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (Shares) | 56,666 shares of Class A Common Stock (Record Date Mar 12, 2025) |
| Ownership as % of Outstanding | <1% (asterisked in proxy) |
| Director Equity Outstanding (12/31/2024) | 8,945 RSUs outstanding |
| Stock Ownership Guidelines | Directors must hold 5x annual cash retainer within 5 years of guideline adoption/appointment (adopted Oct 2024) |
| Hedging / Pledging | Hedging and monetization transactions prohibited; derivative transactions prohibited. (Pledging not expressly referenced.) |
Governance Assessment
-
Strengths and positive signals
- Independent director, Compensation Chair, Audit member, and SEC-designated financial expert—strong finance and oversight credentials.
- High board/committee attendance reported (98%) with regular executive sessions; functioning committees with defined charters and cadence.
- Shareholder support: re-elected with 15.4M “For” votes; strong 2025 say-on-pay “For” (16.4M) and LTIP approval (15.9M).
- Director compensation mix leans to equity via time-based RSUs; no options granted; awards subject to clawback policies.
- Use of independent compensation consultants (NFP; Meridian) deemed independent by NYSE standards.
- Clear insider trading/anti-hedging policy and adoption of director ownership guidelines.
-
Potential watch items
- Multi-board workload (Allison Transmission; Stem) warrants continued monitoring for bandwidth, though board-wide attendance is strong.
- Equity plan share pool expansion (additional 1,000,000 shares) increases potential dilution; shareholders approved the amended LTIP.
- No individual disclosure on compliance status versus new 5x retainer ownership guideline (adopted Oct 2024); monitor progress over the five-year compliance window.