Stephen Robertson
About Stephen Robertson
Stephen Robertson, age 64, has served as Chair of the Board and a director of Target Hospitality since 2019. He co-founded TDR Capital and currently serves as a Senior Advisor; prior roles include Managing Partner at DB Capital Partners, Managing Director of European Leveraged Finance at Merrill Lynch (one year) and Bankers Trust (nine years). The Board has determined he is not independent due to TDR Capital’s majority ownership of TH common stock .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TDR Capital | Co-founder; Senior Advisor | 2002–present | Extensive board service; strategic investment decisions (acquisitions, capitalizations, monetizations) |
| DB Capital Partners | Managing Partner | Pre-2002 | Built Deutsche Bank’s European LBO arm into a leading buyout firm |
| Merrill Lynch | Managing Director, European Leveraged Finance | ~1 year (pre-2002) | European leveraged finance leadership |
| Bankers Trust | Managing Director, European Leveraged Finance | ~9 years (pre-2002) | European leveraged finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WillScot Mobile Mini Holdings Corp. | Director (former, U.S. public company) | Within last five years | Not specified |
Board Governance
- Board Chair responsibilities include presiding at Board meetings, approving materials, agendas, calling meetings, liaising between non‑executive directors and the CEO, and coordinating CEO evaluation with the Compensation Committee Chair .
- Committee memberships: current standing committees are Audit, Compensation, and Nominating & Corporate Governance; membership lists do not include Mr. Robertson (he serves as Board Chair, not a committee member) .
- 2024 meeting cadence and attendance: Board (14 meetings, 85%), Audit (4, 88%), Compensation (5, 90%), Nominating & Corporate Governance (3, 89%) .
- Independence: Board cannot affirm Mr. Robertson as “independent” under Nasdaq rules due to TDR Capital’s majority ownership of TH .
- Executive sessions: regular sessions of non‑management and independent directors; 71% of directors attended the 2024 Annual Meeting .
- Governance policies: prohibition against hedging and pledging for directors and Section 16 officers; majority voting policy; annual Board/committee evaluations; cybersecurity oversight by Audit Committee .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Non‑Executive Chair cash retainer | $150,000 (from May 18, 2023; previously $250,000) | $160,000 (from May 23, 2024; previously $150,000) | Cash retainer increased $10,000 in 2024 to maintain competitive positioning |
| Non‑Executive Chair RSUs (annual grant) | $150,000 (one‑year vesting) | $150,000 (one‑year vesting) | Directors may elect to defer settlement up to 100% |
2024 non‑executive director compensation (Stephen Robertson): Fees Earned/Paid in Cash $156,666; Stock Awards $146,357; Total $303,023. In accordance with TDR Capital internal policies, all fees and awards paid to Mr. Robertson were transferred to an affiliate of TDR Capital .
Performance Compensation
| Grant Type | Grant Date | Units/Value | Vesting/Performance | Deferral/Other |
|---|---|---|---|---|
| RSUs (Chair grant) | May 23, 2024 | 12,998 RSUs; grant‑date fair value $146,357 | Vests on earlier of next Annual Meeting or 12‑month anniversary; time‑based (no performance metric) | Directors may defer settlement; Mr. Robertson held 299,445 outstanding RSUs at 12/31/2024 (286,447 vested deferred; 12,998 unvested) |
Notes:
- Director equity grants are time‑based RSUs; TH does not disclose performance metrics for director compensation. RSU valuation based on closing market price on grant date ($11.26) times units granted .
Other Directorships & Interlocks
| Relationship | Detail | Potential Interlock/Exposure |
|---|---|---|
| TDR Capital majority ownership | Mr. Robertson is a founding partner and Senior Advisor of TDR Capital; TDR is beneficial owner of a majority of TH shares via Arrow and MFA Global | |
| Fee/award transfers | Fees and RSU awards paid to Mr. Robertson were transferred to an affiliate of TDR Capital per internal policies | |
| Arrow and MFA Global positions | TDR Capital manages the funds that are ultimate beneficial owners of Arrow (49.6%) and MFA Global (15.8%); TDR controls voting rights; Mr. Robertson may be deemed to beneficially own securities held by Arrow/MFA Global due to his role; he disclaims beneficial ownership except to extent of pecuniary interest |
Expertise & Qualifications
- Advanced expertise in leadership, corporate governance, finance/risk management, financial literacy, strategy, M&A, and board expertise, aligned with TH’s industrial/hospitality services model .
Equity Ownership
| Holder | Shares | % Outstanding | Composition/Notes |
|---|---|---|---|
| Stephen Robertson (aggregate) | 64,801,003 | 65.6% | Includes 175,000 shares held directly by Mr. Robertson ; includes Arrow (48,997,138) and MFA Global (15,628,865) managed by TDR Capital |
| Arrow (TDR‑managed) | 48,997,138 | 49.6% | TDR controls voting rights; includes 12,998 RSUs transferable within 60 days (Chair grant transferred) |
| MFA Global (TDR‑managed) | 15,628,865 | 15.8% | TDR controls majority voting rights |
| Pledging/Hedging | None known; “to our knowledge, no common shares…have been pledged”; directors/officers prohibited from hedging/pledging |
Breakdown of RSUs (12/31/2024): Mr. Robertson held 299,445 RSUs outstanding, of which 286,447 were vested deferred and 12,998 unvested (the May 23, 2024 grant) .
Governance Assessment
- Board effectiveness and leadership: As non‑executive Chair, Mr. Robertson focuses on Board leadership and oversight while the CEO leads day‑to‑day operations. Duties include presiding over meetings, approving materials/agendas, and coordinating CEO evaluation—generally supportive of effective oversight separation .
- Committee structure and independence: All standing committees are composed of independent, non‑employee directors; Mr. Robertson does not sit on committees, which mitigates compensation/audit influence concerns .
- Independence status: Mr. Robertson is not independent under Nasdaq rules due to TDR Capital’s majority ownership—this is a significant governance consideration for minority shareholders .
- RED FLAG: Controlling shareholder affiliation; potential influence through TDR‑managed entities (Arrow/MFA Global) .
- Compensation alignment: Director pay mixes cash retainer and time‑based RSUs; widespread deferral of RSU settlement increases long‑term alignment, but TDR‑directed transfers of compensation to its affiliate dilute personal “skin‑in‑the‑game” optics for Mr. Robertson .
- Attendance and engagement: The Board and committees met frequently in 2024 with mid‑to‑high attendance rates (Board 85%; Audit 88%; Compensation 90%; NCGC 89%); TH regularly conducts executive and independent sessions, and maintains annual evaluation processes—positive engagement signals .
- Policies and risk controls: Strong prohibitions on hedging/pledging; stock ownership guidelines for directors (multiple of annual cash retainer; five‑year compliance window); Dodd‑Frank/Nasdaq‑compliant clawback policy; robust risk oversight including cybersecurity—favorable governance hygiene .
- Shareholder feedback: 2024 say‑on‑pay received over 98% approval, suggesting broad support for compensation philosophy and practices .
Board & Committee Activity (Context)
| Body | Meetings (2024) | Attendance (2024) |
|---|---|---|
| Board of Directors | 14 | 85% |
| Audit Committee | 4 | 88% |
| Compensation Committee | 5 | 90% |
| Nominating & Corporate Governance Committee | 3 | 89% |
Director Compensation Trend (Stephen Robertson)
| Year | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | $183,973 | $150,000 | $339,973 |
| 2024 | $156,666 | $146,357 | $303,023 |
Notes: 2023 structure reduced Chair retainer and RSU grant mid‑year (May 18, 2023); 2024 increased cash retainers effective May 23, 2024. RSUs are time‑based; directors may elect deferral of settlement .
RED FLAGS
- Controlling shareholder linkage: Not independent; TDR‑managed entities hold ~65.6% of TH; compensation transferred to TDR affiliate—potential conflicts or perceived influence over Board decisions .
- Ownership concentration risk: Arrow (49.6%) and MFA Global (15.8%) collectively dominate voting power; minority shareholder protections (e.g., majority voting, independent committees) are critical .
Summary Implications for Investors
- Governance posture balances strong process controls (independent committees, clawback, ownership guidelines, no hedging/pledging) with a notable concentration and affiliation risk at the Chair level. Monitoring related‑party oversight by the Audit Committee, director RSU deferrals/ownership alignment disclosures, and continued strong say‑on‑pay outcomes remains prudent .