J. Casey Crenshaw

About J. Casey Crenshaw

J. Casey Crenshaw, age 50, is Executive Chairman and interim President & CEO of Stabilis Solutions (SLNG) effective January 31, 2025; he previously served as Executive Chairman (2019–2021) and Non‑Executive Chairman (2021–2025) and co‑founded Stabilis in 2013. He holds a B.A. in Finance from Texas A&M and is President and a board member of The Modern Group, Ltd., with prior CFO experience exceeding 10 years there . He and his spouse collectively beneficially own 71.2% of SLNG as of June 2, 2025, primarily via LNG Investment Company, LLC and JCH Crenshaw Holdings, LLC, signaling high equity alignment . SLNG’s pay‑versus‑performance disclosure highlights Adjusted EBITDA as the primary performance metric and shows 2024 net income of $4.599 million and a $100 TSR index at 126, indicating improved profitability and shareholder returns vs. 2023 .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Notes:

• Company designates Adjusted EBITDA as the most important performance measure in pay‑versus‑performance .
• 2024 non‑equity awards were earned for senior executives; prior CEO did not receive payout due to separation timing, underscoring strict eligibility rules .

Equity Ownership & Alignment

Alignment & trading policies:

• Controlled Company with majority voting control by J. Casey and Stacey Crenshaw; exemptions from certain NASDAQ governance requirements apply .
• Insider Trading Policy prohibits hedging, short sales, and derivatives; Section 16 parties must adhere to pre‑clearance, trading windows, and blackout restrictions .
• Mandatory clawback policy (NASDAQ Listing Rule 5608 compliant) applies to executive officers for erroneously awarded incentive compensation upon a financial restatement; Company will not indemnify recovered amounts .
• No disclosure of share pledging by Mr. Crenshaw was identified in the proxy or 10‑K excerpts cited .

Employment Terms

Board Governance

• Roles and structure: Executive Chairman and interim CEO; company currently has no Lead Independent Director; board leadership structure deemed appropriate on an interim basis by the company .
• Committees:
  • Compensation Committee: J. Casey Crenshaw (Chair), Peter C. Mitchell, Matthew W. Morris, Edward L. Kuntz; three members are independent under NASDAQ rules .
  • Audit Committee: Peter C. Mitchell (Chair), Matthew W. Morris, Edward L. Kuntz; all independent; Mitchell and Kuntz qualify as “audit committee financial experts” .
• Controlled Company exemption: Company elects exemptions from certain NASDAQ governance requirements (e.g., fully independent compensation and nominating committees; majority independent board) due to >50% voting control by J. Casey and Stacey Crenshaw .
• Attendance: All directors attended ≥75% of board/committee meetings in 2024; all directors attended the 2024 Annual Meeting .

Director Compensation

Other Directorships & Interlocks; Related Party Transactions

• The Modern Group relationships: Mr. Crenshaw (President) beneficially owns 50% and is deemed to jointly control The Modern Group; Ben Broussard (SLNG director) is CFO of The Modern Group and its subsidiary MG Finance Co., Ltd. .
• Related‑party lease: SLNG leases HQ office space from The Modern Group; amended post‑year‑end to $28,000 per month effective March 1, 2025 through June 30, 2026 .
• Related‑party purchases: SLNG purchased $0.2 million of supplies/services from a subsidiary of The Modern Group in 2024 ($0.4 million in 2023); amounts due were immaterial at year‑end .
• Significant shareholder: Chart Energy & Chemicals, Inc. beneficially owns 7.9% of common stock; SLNG purchases services from Chart E&C ($0.6 million in 2024; $0.7 million in 2023) .

Performance & Track Record

• Company achievements relevant to current strategy include expansion into marine bunkering with a two‑year contract signed in Q4 2023 for an estimated 22 million gallons per year, positioning SLNG for growth in LNG marine fuel markets .
• Pay‑versus‑performance: TSR index at 126 for 2024 vs. 98 in 2023; net income rose to $4.599 million in 2024 vs. $0.125 million in 2023; Adjusted EBITDA designated as primary performance measure by the company .
• Current leadership messaging: As interim CEO, Mr. Crenshaw emphasized accelerating growth in small‑scale LNG and leading the CEO search during the management transition .

Compensation Structure Analysis

• Mix and risk: Mr. Crenshaw’s disclosed compensation is fixed cash ($500,000) with no additional interim CEO pay, suggesting lower near‑term variable pay exposure; company‑wide incentives remain anchored in Adjusted EBITDA and HSE metrics with payout caps at 150% of target .
• Governance considerations:
  • Controlled Company status and dual role (Executive Chairman + interim CEO) combined with chairing the Compensation Committee raise independence concerns and concentration of influence over executive pay decisions .
  • Clawback policy is in place and mandatory under Nasdaq rules, strengthening pay‑for‑performance accountability .
  • Prohibited hedging/derivatives and trading windows reduce misalignment and short‑term trading risk .

Vesting Schedules and Insider Selling Pressure

• 2024 grants: No SARs or RSUs granted in 2024 to NEOs; 2023 SARs expired unexercised in 2024; Crenshaw‑specific equity award grants are not disclosed for 2024/2025 .
• Trading constraints: Section 16 parties require pre‑clearance and must observe trading windows and blackout periods; hedging and short‑sales are prohibited; these policies mitigate opportunistic selling pressure .
• Pledging: No pledging of Mr. Crenshaw’s shares was disclosed in the cited filings .

Say‑on‑Pay & Shareholder Feedback

• 2025 Annual Meeting results disclosed director elections and auditor ratification; no say‑on‑pay proposal is reported in the results 8‑K .

Investment Implications

• Alignment: Founder‑level ownership (71.2%) strongly aligns Mr. Crenshaw with long‑term equity value creation and reduces retention risk; mandatory clawback and anti‑hedging rules further support alignment .
• Governance risk: Controlled Company status, dual Chair/CEO role, absence of a Lead Independent Director, and Mr. Crenshaw chairing the Compensation Committee present independence and oversight risks (pay setting and strategic control concentrated) .
• Related‑party exposure: Ongoing transactions with The Modern Group (lease, purchases) are reviewed by independent directors, but concentration of control heightens perceived conflict risk; monitor pricing, approvals, and volume over time .
• Execution focus: With Adjusted EBITDA as the core performance metric and demonstrated progress in marine bunkering, success hinges on scaling small‑scale LNG volumes profitably and maintaining discipline in capital allocation under current leadership .

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