Stacey B. Crenshaw
About Stacey B. Crenshaw
Independent director of Stabilis Solutions, Inc. (SLNG); appointed to the Board on February 4, 2020. Age 48 (as of 2025). Co‑founded Stabilis Energy, LLC in 2013; prior career as an attorney. Education: B.L.A. in Journalism (Texas A&M University) and J.D. (University of Houston Law Center). She is the spouse of J. Casey Crenshaw, SLNG’s Executive Chairman and Interim CEO.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stabilis Energy, LLC | Co‑Founder | 2013–present | Co‑founded the business that became Stabilis Solutions |
| Germer Gertz, LLP | Practicing Attorney | 2002–2004 | Litigation/transactional legal experience |
| CHAD’s Place (non-profit) | Founder & Director | 2006–2011 | Led conferences and support groups for the bereaved |
| ClaraVaille (custom jewelry) | Owner | Not disclosed | Entrepreneurial operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Neches River Festival | Community leadership role | Not disclosed | Civic engagement |
| Symphony League of Beaumont | Community leadership role | Not disclosed | Civic engagement |
| Family Services of Southeast Texas | Board member | Not disclosed | Non‑profit governance |
| All Saints Episcopal School | Board member | Not disclosed | Education sector governance |
| Art Museum of Southeast Texas | Advisory Board | Not disclosed | Arts/culture advisory role |
| Episcopal High School (Houston) | Trustee | Not disclosed | Education trustee role |
Board Governance
- Independence and control status
- The Board determined that only Peter C. Mitchell, Matthew W. Morris, and Edward L. Kuntz are independent; by implication, Stacey B. Crenshaw is not independent. The company is a “Controlled Company” under NASDAQ rules because J. Casey Crenshaw and Stacey B. Crenshaw control a majority of voting power. As a Controlled Company, SLNG is exempt from certain NASDAQ governance requirements (e.g., fully independent Compensation and Nominating Committees, majority‑independent board).
- Committee assignments and chair roles
- Audit Committee: Mitchell (Chair), Morris, Kuntz. Stacey is not a member. The Audit Committee met four times in FY2024; Mitchell and Kuntz qualify as “audit committee financial experts.”
- Compensation Committee: J. Casey Crenshaw (Chair), Mitchell, Morris, Kuntz. Stacey is not a member.
- Board leadership and structure
- As of January 31, 2025, J. Casey Crenshaw serves as Executive Chairman and Interim President & CEO; the company does not currently have a Lead Independent Director, which the board deemed appropriate on an interim basis.
- Attendance and engagement
- Board held four meetings in FY2024; no director attended fewer than 75% of aggregate board and committee meetings. All directors attended the 2024 Annual Meeting.
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $100,000 | Board may elect to pay 50% in common stock with one‑year vesting |
| Stacey B. Crenshaw retainer | $0 | Directors who are not independent receive no separate compensation for director service |
| Committee chair/member fees | $0 | Not disclosed/none for non‑independent director pay |
| Meeting fees | $0 | Not disclosed/none for non‑independent director pay |
| Reimbursement | Actuals | Reasonable travel/lodging/meals reimbursed for directors |
Performance Compensation (Director)
- Performance‑based director compensation: None disclosed for directors in 2024; independent directors received fixed retainers; non‑independent directors receive no separate director compensation.
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Stacey B. Crenshaw.
- Interlocks/related parties
- Spousal/control relationship: Stacey is spouse of J. Casey Crenshaw (Executive Chairman and Interim CEO). Both are listed as beneficial owners of 71.2% each, largely via LNG Investment Company, LLC and JCH Crenshaw Holdings, LLC; they disclaim beneficial ownership beyond pecuniary interest.
- The Modern Group, Ltd. (TMG) relationships: J. Casey Crenshaw is President and 50% beneficial owner of TMG; Benjamin J. Broussard (SLNG director) is CFO of TMG and its subsidiary MG Finance Co., Ltd. SLNG leases office space from TMG; rent increased to $28k/month effective March 1, 2025 through June 30, 2026. Purchases from TMG totaled $0.2M in 2024 ($0.4M in 2023).
- Significant stockholder: Chart Energy & Chemicals, Inc. (subsidiary of Chart Industries) owns 7.9% of common stock; SLNG purchases services from Chart E&C ($0.6M in 2024; $0.7M in 2023).
Expertise & Qualifications
- Legal training (J.D., University of Houston Law Center) and prior legal practice; entrepreneurial operator (ClaraVaille). Co‑founder of Stabilis Energy, LLC (2013). Community and non‑profit governance experience.
Equity Ownership
| Holder | Shares Beneficially Owned (as of 6/2/2025) | % of Class | Composition/Notes |
|---|---|---|---|
| Stacey B. Crenshaw | 13,249,730 | 71.2% | Includes interests attributable to LNG Investment Company, LLC (12,580,808 shares), JCH Crenshaw Holdings, LLC (657,922 shares), and 11,000 shares held by J. Casey Crenshaw; as spouse, Stacey may be deemed to share voting/dispositive power; each disclaims beneficial ownership beyond pecuniary interest. |
| All directors and officers (9 persons) | 13,485,011 | 72.2% | Aggregate group ownership. |
Insider trading policy and alignment controls: Directors, officers, employees, agents and advisors are prohibited from hedging, short sales and derivatives in Company securities.
Say‑on‑Pay & Shareholder Feedback (2024)
| Proposal (Aug 21, 2024) | For | Against | Withheld | Broker Non‑Votes | Notes |
|---|---|---|---|---|---|
| Advisory vote to approve executive compensation (Say‑on‑Pay) | 14,153,970 | 91,594 | 537 | 1,108,976 | Strong support by votes cast; 3‑year frequency preference also passed. |
| Frequency of Say‑on‑Pay | 3 years: 13,334,091 | 2 years: 171,615 | 1 year: 733,551 | Withheld: 6,844; Broker non‑votes: 1,108,976 | Board recommended 3‑year frequency. |
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) filings for FY2024 | Company believes all required filings were in compliance during FY2024. |
| Hedging/short sales/derivative transactions by insiders | Prohibited by Company policy. |
Fixed vs Performance Pay Structure (Context for Board Oversight)
| Element | 2024 Practice | Notes |
|---|---|---|
| Director cash retainer (independent) | $100,000 per year; option to pay 50% in stock (1‑yr vest) | Non‑independent directors (incl. Stacey) receive no separate compensation. |
| Director equity | None granted to independent directors in 2024 | Not applicable for non‑independent directors. |
Governance Assessment
- Positives
- Significant insider ownership aligns incentives with shareholders (Stacey’s reported beneficial ownership 71.2%).
- Board committees (Audit, Compensation) include multiple independent directors; Audit chaired by an “audit committee financial expert.”
- Board and annual meeting attendance were strong in 2024 (no director <75%; all attended 2024 annual meeting).
- Insider hedging/short sales/derivatives prohibited, supporting alignment.
- Risk indicators and potential red flags
- Controlled Company status with majority voting control by J. Casey and Stacey Crenshaw; exemptions from key NASDAQ independence requirements.
- Spousal relationship to Executive Chairman/Interim CEO and concentrated ownership raise conflict‑of‑interest risk and may influence board dynamics.
- Related‑party transactions with The Modern Group (owned/controlled by Casey Crenshaw; director Broussard is TMG CFO): office lease amended to $28k/month (through June 30, 2026); $0.2M in 2024 purchases—requires ongoing independent oversight.
- No Lead Independent Director during the interim period while the Chair also serves as Interim CEO.
- Compensation Committee chaired by a non‑independent director (J. Casey Crenshaw) under Controlled Company exemptions—heightened scrutiny warranted.
Overall implication: Stacey’s governance profile features strong ownership alignment but also structural independence challenges (control, spousal ties, related‑party dealings). Continuous independent oversight of related‑party transactions and clear disclosure of mitigation measures are critical to investor confidence.