DEF 14A of NOV Inc., Apr 4, 2024

DEF 14A of NOV Inc.

Filed Apr 4, 2024 · FY20230001193125-24-087221

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Clay C. Williams, Greg L. Armstrong, Marcela E. Donadio, Ben A. Guill, David D. Harrison, Patricia Martinez, Eric L. Mattson, Patricia B. Melcher, William R. Thomas and Robert S. Welborn are nominees for directors for a one-year term expiring at the Annual Meeting in 2025, or when their successors are elected and qualified. Each of the nominees was elected as a director at the 2023 Annual Meeting, with the exception of Mses. Martinez and Melcher who were not yet serving on the Board. We believe each of the nominees will be able to serve if elected. However, if any nominee is unable to serve, the remaining members of the Board have authority to nominate another person, elect a substitute, or reduce the size of the Board. Proxies cannot be voted for a greater number of persons than the number of nominees named. The Board approved the director nominees recommended by the Nominating/Corporate Governance Committee.

  2. CLAY C. WILLIAMS, 61

    CLAY C. WILLIAMS, 61

  3. CLAY C. WILLIAMS, 61

    | | Mr. Williams has been a Director of the Company since November 2013 and Chairman of the Board since May 2014. Mr. Williams has served as the Company’s Chief Executive Officer since February 2014 and as the Company’s President since December 2012. Mr. Williams served as the Company’s Chief Operating Officer from December 2012 until February 2014. Mr. Williams previously served as the Company’s Executive Vice President from February 2009 and as the Company’s Senior Vice President and Chief Financial Officer from March 2005 until December 2012. He served as Varco’s Vice President and Chief Financial Officer from January 2003 until its merger with the Company on March 11, 2005. From May 2002 until January 2003, Mr. Williams served as Varco’s Vice President Finance and Corporate Development. From February 2001 until May 2002, and from February 1997 until February 2000, he served as Varco’s VP-Corporate Development. Mr. Williams also served as a director of Crestwood Equity Partners L.P. (NYSE: CEQP) until the company was acquired in November 2023. Mr. Williams has been an officer of a publicly traded company since 1997, occupying positions of increasing importance from VP-Corporate Development to Senior VP and CFO, to President and COO, to President and CEO. Mr. Williams has extensive experience with the Company and the oil service industry. Mr. Williams has an MBA degree from the University of Texas at Austin, as well as a Bachelor of Science degree in Civil/Geological Engineering from Princeton University. Mr. Williams has also gained valuable outside board experience from his tenure as a director of Benchmark Electronics, Inc. and Crestwood Equity Partners L.P. | | GREG L. ARMSTRONG, 65 | | | | Mr. Armstrong has been a Director of the Company since March 2005 and previously served as a Director of Varco from May 20, 2004 until its merger with the Company on March 11, 2005. Mr. Armstrong is a co-founder and retired Chairman and CEO of Plains All American Pipeline, L.P. (NASDAQ: PAA), a publicly traded master limited partnership engaged in the business of marketing, gathering, transporting, terminalling and storing crude oil. Mr. Armstrong retired as CEO of Plains in October 2018 and as Chairman in December 2019 and continues to serve as a member of its board of directors. Mr. Armstrong currently serves as a director of Memorial Hermann Healthcare System and serves on the advisory boards of the Baker Institute at Rice University and Veriten. He is a member of the Advisory Board of the Cox School’s Maguire Energy Institute at Southern Methodist University; and the National Petroleum Council, where he served as Chairman from 2017 to 2019. He previously served as a director in the Federal Reserve System for eleven years, serving the last three years as Chair of The Dallas Fed, completing his term in 2021. Mr. Armstrong has over 35 years of experience being a certified public accountant (currently inactive) and eight years of experience serving as a chief financial officer. Mr. Armstrong was an officer of a publicly traded energy company from 1981 until 2018, occupying positions of increasing importance ranging from controller, to CFO, to COO and CEO, the latter of which spanned 26 years. Through service in these roles, he gained extensive experience in assessing the risks associated with various energy industry cycles. |

  4. MARCELA E. DONADIO, 69

    MARCELA E. DONADIO, 69

  5. MARCELA E. DONADIO, 69

    | | Ms. Donadio has been a Director of the Company since April 2014. She was the Americas Oil & Gas Sector Leader of Ernst & Young LLP, from which she retired in March 2014. Ms. Donadio joined Ernst & Young LLP in 1976, serving since 1989 as audit partner for multiple companies in the oil and gas industry. She held various energy industry leadership positions until being named Americas Oil & Gas Sector Leader in 2007. In that role, she was responsible for one of the firm’s most significant industry groups in the U.S. and throughout the Americas. Ms. Donadio also served as spokesperson of the firm on business and industry issues affecting energy companies, including those relevant to accounting standards. Ms. Donadio also serves as a director of Marathon Oil Corporation (NYSE: MRO), an energy company, Norfolk Southern Corporation (NYSE: NSC), a transportation company, and Freeport-McMoRan (NYSE: FCX), a mining company. Ms. Donadio has over 37 years of audit and public accounting experience with a specialization in domestic and international operations in all segments of the energy industry. Ms. Donadio has in-depth experience on numerous audit engagements of global energy companies conducted in compliance with the Sarbanes-Oxley Act and under the financial reporting requirements of the SEC. Ms. Donadio has dual United States and Panamanian citizenship, earned a Bachelor of Science degree in Accounting from Louisiana State University and is a licensed certified public accountant in the State of Texas. | | BEN A. GUILL, 73 | | | | Mr. Guill has served as a Director of the Company since 1999. He is a Founding Partner of White Deer Energy, a middle market private equity fund focused on energy investments. Until April 2007, he was President of First Reserve Corporation, a corporate manager of private investments focusing on the energy and energy-related sectors, which he joined in September 1998. Prior to joining First Reserve, Mr. Guill was the Managing Director and Co-head of Investment Banking of Simmons & Company International, an investment-banking firm specializing in the oil service industry. Mr. Guill has an MBA degree and 27 years of experience in investment banking and 21 years of experience in private equity. Mr. Guill also served as president of a private investment firm focused on the energy sector. Mr. Guill has over 40 years of experience in the energy industry as an investment banker and private equity investor. Mr. Guill has also gained valuable outside board experience from his previous tenures as a director of: Emerald Oil, Inc., Dresser, Inc., Quanta Services, Inc., T-3 Energy Services, Inc., Chart Industries, Inc. and the general partner of Cheniere Energy Partners, L.P. |

  6. DAVID D. HARRISON, 76

    DAVID D. HARRISON, 76

  7. DAVID D. HARRISON, 76

    | | Mr. Harrison has been a Director of the Company since August 2003. He served as Executive Vice President and Chief Financial Officer of Pentair, Inc., a diversified manufacturer in water technologies and enclosures businesses, from February 2000 until his retirement in February 2007. He also served as Executive Vice President and Chief Financial Officer of Pentair, Inc. from 1994 to 1996. From 1972 through 1994, Mr. Harrison held various domestic and international finance positions with a combination of General Electric and Borg-Warner Chemicals. Mr. Harrison served as a director of Navistar International Corporation until his retirement from the Board in October 2012. Navistar is a holding company whose wholly owned subsidiaries produce International® brand commercial trucks. Mr. Harrison retired as a director of James Hardie Industries (ASX: JHX; NYSE: JHX) in November 2021 after thirteen years of service. James Hardie is a leading fiber cement technology company. Mr. Harrison has 30 years of experience being a certified management accountant and 15 years of experience serving as a chief financial officer and chief accounting officer of publicly traded companies. Mr. Harrison has 50 years of continuous experience in major domestic and foreign companies in a variety of different industries. Mr. Harrison’s experience outside the energy industry helps provide a different perspective for the Company. He has a bachelor’s degree in accounting and an MBA degree. He has also gained valuable outside board experience from his tenure as a director of Navistar International Corporation and James Hardie Industries, where he served as the Chairman of the Remuneration Committee and Nominations and Governance. | | PATRICIA MARTINEZ, 49 | | | | Ms. Martinez has been a Director of the Company since March 2024. Ms. Martinez was the Chief Energy Transition Officer of Enerflex Ltd. from January 2021 to February 2024 and was formerly President of Enerflex’s Latin American business. Ms. Martinez joined Enerflex in 2014 when the company acquired Axip Energy Services L.P. international assets. At the time of the acquisition, Ms. Martinez was SVP for Axip’s international, a successor of Valerus Compression Services where she was VP of Latin America from 2009 to 2013 and Director of International Ventures from 2007 to 2009. Prior to joining Valerus in 2007, Ms. Martinez held several positions in sales and marketing with Shell Oil Products U.S. from 2003 to 2007. Ms. Martinez began her career at Conoco Argentina (a former Dupont subsidiary), where she worked in sales and marketing between 1996 and 1998. Ms. Martinez also serves as a director of Par Pacific Holdings Inc. (NYSE: PARR). Ms. Martinez has over 25 years of energy industry experience, including growing energy businesses in international markets, and more recently guiding and developing projects within the energy transition ranging from CCUS to hydrogen to biogas. Additionally, Ms. Martinez has ten years of experience as an executive of a global energy services company operating in 17 countries around the world and seven years of experience as an executive of a private equity backed global energy services company operating in 10 countries. During her career, Ms. Martinez oversaw complex operations with over 400 people and $1 billion of natural gas midstream assets. Ms. Martinez received a bachelor’s degree in business administration and marketing from Universidad Argentina de la Empresa and an MBA from Houston Baptist University. |

  8. DAVID D. HARRISON, 76

    | ERIC L. MATTSON, 72 | | | | Mr. Mattson has been a Director of the Company since March 2005. Mr. Mattson served as a Director of Varco (and its predecessor, Tuboscope Inc.) from January 1994 until its merger with the Company on March 11, 2005. Mr. Mattson served as the EVP-Finance of Select Energy Services, Inc., a public oil service company located in Houston until his retirement in March 2018. Mr. Mattson also served as Senior Vice President and Chief Financial Officer of VeriCenter, Inc., a private provider of managed hosting services, from 2003 until its acquisition in August 2007. From November 2002 until October 2003, Mr. Mattson worked as an independent consultant. Mr. Mattson was the Chief Financial Officer of Netrail, Inc., a private Internet backbone and broadband service provider, from September 1999 until November 2002. From July 1993 until May 1999, Mr. Mattson served as Senior Vice President and Chief Financial Officer of Baker Hughes Incorporated, a provider of products and services to the oil, gas and process industries. Mr. Mattson also served as a director of Holly Energy Partners L.P. (NYSE: HEP) until the company was acquired in December 2023 and previously served as a director of Rex Energy Corporation until November 2018. Mr. Mattson has an MBA degree and 44 years of financial experience, including 25 years as a chief financial officer of four different companies. Mr. Mattson has extensive experience in the oil business, having worked in that industry for over 35 years. He also has extensive mergers and acquisitions experience of over 35 years on a global basis. Mr. Mattson has dealt with all facets of potential risk areas for a global energy service company, as a former chief financial officer of Baker Hughes, and brings that experience and perspective to the Company. | | PATRICIA B. MELCHER, 64 | | | | Ms. Melcher has been a Director of the Company since January 2024. Ms. Melcher is a Managing Partner of EIV Capital, an energy-focused private equity firm she co-founded in 2009. Prior to co-founding EIV Capital, Ms. Melcher founded Allegro Capital Management in 1997, an investment firm which made equity investments in energy companies and provided consulting services. During her tenure at Allegro, she served as interim chief executive officer for Petrocom Energy Group from 2003 to 2004. Ms. Melcher joined SCF Partners at its formation to focus on private equity investments in the oilfield services sector and held positions of increasing responsibility from 1989 to 1994. Ms. Melcher began her career as an investment banker for Simmons & Company International in 1986. Ms. Melcher has over 35 years of experience in energy finance and private equity investing with roles in private equity, investment banking, financial consulting, and executive management. Throughout her career, Ms. Melcher has been responsible for overseeing the financial performance of companies and has significant experience in assessing risks in both the traditional and renewable energy sectors. She has a broad understanding of the financial needs and strategic priorities of companies across industries as an investor and/or board member, including for-profit and non-profit entities. Ms. Melcher received a Bachelor of Science in Systems Engineering from the University of Virginia and a Master of Business Administration from Harvard University. |

  9. WILLIAM R. THOMAS, 71

    WILLIAM R. THOMAS, 71

  10. WILLIAM R. THOMAS, 71

    | | Mr. Thomas has been a Director of the Company since November 2015. Mr. Thomas served as the Non-Executive Chairman of EOG Resources, Inc. from October 2021 until October 2022 (NYSE: EOG). From January 2014 to October 2021, Mr. Thomas served as the Chairman and CEO of EOG. Prior to that, he served as President and Chief Executive Officer from July 2013 through December 2013 and as President from September 2011 to July 2013. Mr. Thomas previously held other leadership positions at EOG, including Senior Executive Vice President, Exploitation and Senior Executive Vice President, Exploration. Mr. Thomas was with EOG and its predecessor companies from 1979 until his retirement, effective October 2021. Mr. Thomas was the Chief Executive Officer and a director of EOG for over seven years. Through his service at EOG and various leadership positions held with EOG, he has gained valuable knowledge of the oil and gas industry and extensive experience in assessing the risks associated with various energy industry cycles. Mr. Thomas received a Bachelor of Science degree in Geology from Texas A&M University in 1975. | | ROBERT S. WELBORN, 51 | | | | Mr. Welborn has been a Director of the Company since October 2021. Since December 2021, Mr. Welborn has been serving as the Head of Meta Decision Science for Meta Inc. Prior to that, he was the Head of Programs Data Science, Small Business Group for Meta Inc. where he oversaw the development of solutions used by over 140 million businesses around the world. Before joining Meta Inc. in 2020, he held various positions within General Motors between 2018 and 2020, including Global Chief Data and Analytics Officer and served in several positions of increasing responsibility at USAA between 2009 and 2017, including Chief Data Scientist. From 1996 to 2009, Mr. Welborn was employed at Perot Systems and Wagonhound Investments. Mr. Welborn currently works as an executive at Meta Inc. and successfully passed the first examination of the Chartered Financial Analyst certification, which largely focused on corporate finance, accounting, debt structure, and risk management. Mr. Welborn holds a Bachelor of Science in Engineering from Texas A&M University and a Master of Business Administration from the University of California, San Diego. |

  11. WILLIAM R. THOMAS, 71

    Your Board of Directors recommends that you vote “FOR” the election of the ten nominees for director.

  12. Compensation Committee

    | • | approve and evaluate all compensation of directors and executive officers, including salaries, bonuses, compensation plans, policies and programs of the Company; and |

  13. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  14. SCOTT B. LIVINGSTON, 54

    SCOTT B. LIVINGSTON, 54

  15. SCOTT B. LIVINGSTON, 54

    | | Mr. Livingston has served as the President of the Energy Products and Services segment since January 2024. Mr. Livingston joined the Company in 2001, garnering increasing levels of management responsibilities for global projects and operations, first focused on the offshore energy market. From 2018 – 2023, Mr. Livingston served as the President of the Intervention and Stimulation business unit. From 2012 to 2018, Mr. Livingston served in various senior management roles, leading various aspects of the Company’s onshore and offshore global businesses, production operations, and engineering. From 2006 to 2012, he worked in Singapore as VP of Installation and Commissioning for NOV’s projects with newly constructed deep-water rigs during the height of the global offshore build-cycle. Prior to joining NOV, Mr. Livingston served eight years as an officer in the US Air Force, involved in maintenance, logistics, and program management for new aircraft weapons systems. Mr. Livingston graduated from Texas A&M with a bachelor’s in industrial engineering and obtained a master’s of logistics management from Georgia College while in the military. | | JOSEPH W. ROVIG, 63 | | | | Mr. Rovig has served as the President of the Energy Equipment segment since January 2024. Previously, Mr. Rovig was the President of Rig Technologies from March 2014 to December 2023. Mr. Rovig has also served as Group Vice President of Global Operations, Vice President of the Eastern Hemisphere, Director of Service and Repair and Senior Vice President of the Offshore Drilling Equipment group within the Company’s Rig Technologies division. Mr. Rovig joined the Company in 2002. Prior to joining the Company, he worked for two drilling contractors in various positions, both domestically and internationally. Mr. Rovig’s internationally-based positions cover twenty years of experience with multiple locations in Asia and Europe. |

  16. SCOTT B. LIVINGSTON, 54

    | CRAIG L. WEINSTOCK, 65 | | | | Mr. Weinstock has served as the Company’s Senior Vice President, Secretary and General Counsel since October 2014. Prior to his promotion, Mr. Weinstock served as the Company’s Chief Compliance Officer. Before joining the Company in October 2013, he practiced law at Locke Lord, LLP in Texas for 29 years counseling corporate boards and independent directors regarding governance, securities and compliance matters. While practicing with Locke Lord, Mr. Weinstock worked on behalf of the Company on a variety of matters. Mr. Weinstock holds a Bachelor of Arts from the State University of New York and a J.D. from Vanderbilt Law School. |

  17. CHRISTY H. NOVAK, 51

    CHRISTY H. NOVAK, 51

  18. CHRISTY H. NOVAK, 51

    | | Ms. Novak has served as the Company’s Vice President, Corporate Controller and Chief Accounting Officer since November 2021. Prior to her promotion, Ms. Novak served as the Company’s Vice President of Accounting Systems since 2020. From 2013 to 2020, she served as the Vice President of Finance for the Company’s Rig Technologies operating segment. Since joining the Company in 2005, Ms. Novak has advanced through several positions of increasing responsibility and has successfully led initiatives to strengthen and streamline the accounting function and develop talent within the finance organization. Prior to joining the Company, she spent nearly 10 years in public accounting with Ernst & Young where she served various audit clients in the manufacturing and energy industries. Ms. Novak graduated from Texas A&M University with a BBA in Accounting and is a Certified Public Accountant. |

  19. CHRISTY H. NOVAK, 51

    Certain of our named executive officers for 2023 are former executive officers who retired at December 31, 2023. Information regarding such former executive officers is below:

  20. ISAAC H. JOSEPH, 68

    ISAAC H. JOSEPH, 68

  21. ISAAC H. JOSEPH, 68

    | | Mr. Joseph served as the President of Wellbore Technologies from June 2016 to December 2023. Prior to that, Mr. Joseph was the President of the Tuboscope business unit from 2005 until 2014, where he led a global team of more than 6,500 employees. Mr. Joseph joined the Company through the merger of National Oilwell and Varco. In 2002, Tuboscope acquired ICO and Mr. Joseph was named Vice President, Western Hemisphere. From 1998 to 2002, Mr. Joseph was the President ICO Worldwide, which was acquired by Tuboscope in 2002. Mr. Jospeh joined ICO Worldwide in 1995, was promoted to Senior Vice President of Sales and named President in 1998. Mr. Joseph worked in various positions from 1982 to 1995 in sales, operations and sales management roles for Plastic Applicators and Tuboscope Vetco International. Mr. Joseph began his oil & gas career with Tennessee Gas Pipeline. Mr. Joseph graduated from the University of Southwestern Louisiana, obtaining a Bachelor’s degree in business management. |

  22. KIRK M. SHELTON, 66

    KIRK M. SHELTON, 66

  23. KIRK M. SHELTON, 66

    | | Mr. Shelton served as the President of the Completion and Production Solutions segment from March 2014 to December 2023. Prior to this role, he served as President of the Mission business unit from 2007 until 2014, when it became part of the Completion and Production Solutions segment. Before becoming the President of this group, he served as Vice President of Sales and Operations from 2000 to 2007. In prior years he worked in various roles in sales, operations, and management. Mr. Shelton started his career in 1980 working for TRW Mission, which ultimately became part of NOV in 1997. Mr. Shelton graduated from East Central University, obtaining a Bachelor’s degree in Management with a background in Marketing. |

  24. 2023 Executive Compensation Decisions

    | • | Continued the 10% of bonus target tied to energy transition performance measure for the 2023 annual incentive plan. |

  25. 2023 Executive Compensation Decisions

    | • | Introduced a new safety measure to the annual incentive plan which the Company believes will emphasize its safety culture and HSE performance across all business units. |

  26. At-Risk Compensation

    | • | Annual Bonus Payout Aligned with Above Target Performance: The Company exceeded our pre-set financial goals and earned above target bonuses for 2023 performance. |

  27. At-Risk Compensation

    | • | Mixed Long-Term Incentive Outcomes: As of December 31, 2023, the 2021 and 2022 option grants were in the money while previously granted stock options remained underwater. |

  28. At-Risk Compensation

    | • | Below Target Long-Term Incentive Performance Award Payout: The 2021 performance shares were earned at 76.64% of target based on our 3-year TSR performance relative to the OSX index and pre-established NVA goals. |

  29. CEO Realizable Pay

    CEO Realizable Pay The majority of the compensation value our CEO will ultimately receive is directly tied to the Company’s actual operational and financial performance and absolute and relative stock price performance. The following table demonstrates the strong link between pay and performance by comparing the CEO’s intended target compensation value relative to his realizable value as of December 31, 2023. ($ in thousands) In the chart above, “Target Compensation” refers to the annual target total compensation opportunities offered to the CEO across 2021, 2022 and 2023 and includes base salary, target bonus opportunity, and the grant date intended value of the long-term incentive awards in each of the three years. The amounts indicated in the Realizable columns refer to the corresponding amounts earned, or on track to be earned, from the 2021, 2022 and 2023 target compensation opportunities as of December 31, 2023. “Realizable Compensation” includes base salary and bonus actually earned each year as well as the intrinsic value of long-term incentive awards based on the Company’s closing stock price on December 29, 2023. The 2021 performance award reflects the actual total payout of 76.64% of target. The 2022 award was tracking at 89% of target and the 2023 award was tracking at 98% of target, however those awards will not be completed until December 2024 and 2025 respectively.

  30. Good Pay Practices

    | What We Do . . . | | What We Do Not Do . . . | | | ☑ | Pay for Performance | ☒ | No gross-up payments to cover excise taxes or perquisites | | ☑ | Tie significant levels of compensation to key corporate goals | ☒ | No guaranteed annual or multi-year bonuses | | ☑ | Annual Bonuses and Long-Term Incentives are subject to the Company’s clawback policy | ☒ | No repricing of underwater stock options | | ☑ | Bonus payments to executives under the annual cash incentive program are capped at a certain percentage of the executive’s base salary | ☒ | No dividend equivalents paid prior to vesting of performance awards (and never on unearned portion of awards) | | ☑ | Stock Ownership Guidelines for executives and directors | ☒ | No dividends payable on any other unvested awards | | ☑ | Varied performance metrics under short-term and long-term incentive plans | ☒ | No significant compensation in the form of perquisites for executives | | ☑ | Double Trigger Provisions for Change in Control | | | | ☑ | Independent Consultant Reports Directly to the Compensation Committee | | | | ☑ | Review Tally Sheets When Making Executive Compensation Decisions | | | | ☑ | Mitigate Undue Risk in Compensation Programs | | |

  31. Compensation Philosophy

    | • | Provide a strong emphasis on performance, tied to balanced short and long-term objectives, |

  32. Compensation Philosophy

    | • | Provide a market competitive pay level, |

  33. Compensation Philosophy

    | | Components of Compensation | | Purpose | | | | | • Fixed level of compensation to attract and retain executive talent | | | Fixed Pay | Base Salary | • Salary level based on tenure, expertise, scope of responsibility and individual performance | | | | | • Incentivize and reward executives for achieving the Company’s corporate growth and profitability goals | | | | Annual Incentives (Cash) | • Encourage smart investments and prudent deployment of capital | | | | | • Attract, motivate, and retain high quality management talent | | | | | • Provide competitive cash compensation opportunity | | Total Compensation | | | • Link a portion of executive compensation to the enhancement of stockholder value | | | “At Risk ” Pay | Stock Options | • Focus executives on share price appreciation and reward for creating long-term stockholder value | | | | | • Require three-year level vesting, thus serving as a retention tool | | | | | • Recognize the Company’s total shareholder performance relative to industry peers | | | | Performance Shares | • NVA and TSR performance measures | | | | | • Provide a long-term incentive vehicle tied to a three-year performance goal | | | | Restricted Stock | • Align interests of executives with shareholders by providing long-term stock ownership | | | | | • Provide forfeitable ownership stake (three-year level vesting) to encourage retention |

  34. Role of Compensation Consultant

    Role of Compensation Consultant Since 2016, Meridian Compensation Partners (“Meridian”) has been engaged as the Compensation Committee’s compensation consultant to serve as its advisor on executive compensation matters. Meridian provides advice and analysis to the Compensation Committee on the design, structure and level of executive compensation. Meridian has previously conducted a competitive review of executive compensation for the Company’s Named Executive Officers relative to its peer companies, as well as to analyze internal pay equity, share usage and dilution. Meridian analyzed and compared each position’s responsibilities and job title to develop competitive market data based on data from proxy statements and other public filings. In November 2022, Meridian generated data on the components of the Company’s compensation program compared to the competitive market data range (25th percentile to 75th percentile) of the designated peer group.

  35. Market Considerations

    Market Considerations As part of its process to establish compensation levels for the Company’s Named Executive Officers, the Compensation Committee compares each of the major elements of compensation (base salary, annual bonus and long-term incentives) for each of its Named Executive Officers against the compensation provided to comparable executive officers at companies in a designated peer group. The Company’s peer group for 2023, as approved by the Compensation Committee in 2022, was as follows:

  36. Annual Incentive Plan

    Annual Incentive Plan The objectives of the Company’s annual cash incentive plan are to incentivize performance to achieve the Company’s corporate growth, profitability and operational goals (including safety goals), encourage smart investments and prudent return on capital, and provide competitive compensation opportunities to attract and retain high quality management talent. Annual Incentive Award Opportunities Annual incentive opportunities are provided to the Company’s Named Executive Officers under the Company’s 2023 Incentive Compensation Plan. Each year, the Compensation Committee establishes the target annual incentive opportunity for each Named Executive Officer as a specified percentage of his or her base salary. These target percentages are based on each executive’s level of responsibility for the Company’s financial performance. Incentive payouts will vary based on actual performance against performance objectives. The Compensation Committee made no adjustments to the target bonus levels under the 2023 annual incentive plan for the Named Executive Officers, other than partially restoring Mr. Williams’ previously reduced target bonus opportunity.

  37. Annual Incentive Plan

    | | Annual Target Bonus Opportunity (As Percent of Salary) | | | | Name | 2021 | 2022 | 2023 | | Clay C. Williams | 140% | 125% | 130% | | Jose A. Bayardo | 95% | 85% | 85% | | Isaac H. Joseph | 95% | 85% | 85% | | Joseph W. Rovig | 95% | 85% | 85% | | Kirk M. Shelton | 95% | 85% | 85% |

  38. Annual Incentive Plan

    Performance Metrics The incentive plan provides for cash awards if the Company achieves certain pre-established financial objectives based on the Company’s financial plan. The Company’s annual financial plan is established through a comprehensive budget and financial planning process, which includes a detailed analysis of the Company’s market outlook, available strategic alternatives, and anticipated cost reductions and it is approved by the Board each year. Adjusted EBITDA was selected as a measure for the 2023 annual incentive plan given our continued focus on the operating profitability of our business and the ongoing macroeconomic challenges in the oil and gas industry. The Company discloses Adjusted EBITDA in its periodic earnings press releases and other public disclosures to provide investors additional information about the results of ongoing operations. The Company has included a working capital modifier in the annual incentive plan since 2018, to drive improvements in capital efficiency and cash flow. Energy Transition Revenue was introduced as a new measure for the 2022 annual incentive plan for all participants at a 10% weight. This important addition to our plan rewards all participants for advancing our Energy Transition product offerings. Performance is based on revenue generated by product and service offerings related to wind, geothermal, carbon capture, utilization and storage (CCUS), biogas, hydrogen, solar, rare-earth minerals, energy storage, and other new technologies used to improve energy efficiency or reduce our customers’ environmental footprint. The Company added a new safety performance measure (“Safety”) to the 2023 annual incentive plan. The Company believes the new Safety measure will emphasize its safety culture and HSE performance across all business units. All participants, including the NEOs, will have at least 10% of their incentive plan tied to the safety measure – 5% is based on the achievement of certain total recordable incident rate (“TRIR”) performance levels and 5% is based on the achievement of certain annual safety goals, including safety training hours, and other organizational safety initiatives determined at the business unit/segment level. Safety results for each segment will be a rollup of the business units that make up the segment, while corporate results will be a rollup of all of the Company. The Committee also approved adding a talent mobility lever on top of the bonus target levels for the three Segment Presidents (e.g., Isaac H. Joseph, Joseph W. Rovig, and Kirk M. Shelton). The metric was structured as a negative discretion modifier (max 10% reduction) on the annual incentive plan results if the annual talent mobility target goals are not reached. The Company believes the talent mobility lever demonstrates the Company’s commitment to growing and retaining talented mid-career professionals within the organization.

  39. Annual Incentive Plan

    | Metric | Definition | Rationale | | Adjusted EBITDA | Operating profit excluding depreciation, amortization, gains and losses on sales of fixed assets and, when applicable, Other Items. | Adjusted EBITDA was selected given our continued focus on operating profitability, particularly given the ongoing macroeconomic challenges in the oil and gas industry. | | Energy Transition Revenue | Revenues earned from “Energy Transition” product and service offerings related to wind, geothermal, CCUS, biogas, hydrogen, solar, rare-earth minerals, and energy storage, and other technologies used to improve energy efficiency or reduce carbon emissions. | Energy Transition revenue was selected to incentivize revenue growth of this early-stage product portfolio and emphasize its strategic importance. | | Safety | This metric is based on the Company’s total recordable incident rate (TRIR) and annual safety goals. | The Safety measure was selected to build and improve safety culture across the organization. | | Working Capital Modifier | Adjusted Working Capital shall be calculated as follows: (Accounts Receivable + Inventory + Contract Assets + Prepaid—Factored Accounts Receivable) - (Accounts Payable + Contract Liabilities + Accrued Cost of Goods Sold). Adjusted EBITDA will be increased by $0.15 for each $1 of Adjusted Working Capital savings below the target and reduced by $0.15 for each $1 of working capital used above the target. | The purpose of the working capital modifier is to drive improvements in capital efficiency and cash flow. |

  40. Annual Incentive Plan

    Payout Calibration Payouts under the annual incentive plan are formulaically determined and vary based on performance against pre-established objectives. The Adjusted EBITDA, Energy Transition revenue and Safety metrics have a Threshold, Target, and Maximum level of achievement, which corresponds to a Threshold, Target, and Maximum level of payout. Results falling between the stated thresholds of Threshold, Target, and Maximum will result in an interpolated payout. Below the threshold level of performance, there is no payout. The payout is capped once the Maximum performance level is achieved. Payout Results Payouts are determined by metric under the annual incentive plan using the following formula: The Company delivered 18.6% revenue growth and a 47.4% improvement in Adjusted EBITDA in comparison to 2022. For 2023, the incentive plan Target Adjusted EBITDA was set at the Company’s financial plan Adjusted EBITDA as publicly reported in the Company’s financial statements as adjusted for certain non-recurring items and other accounting adjustments. The Minimum level was set at 60% of Target and the Maximum level was set at 140% of Target. The corporate performance and the performance of all our business segments were above the Target level of Adjusted EBITDA and Energy Transition revenue, while the Working Capital Modifier reduced the Adjusted EBITDA score. Actual bonuses paid to executives were calculated as follows:

  41. Annual Incentive Plan

    | | | | | | 2023 Actual Results | | 2023 Payout Percentages | | | | Weight | Min (10% of target payout) | Target (100% of target payout) | Max (200% of target payout) | Without WCM Applied | With WCM Applied | Without WCM Applied | With WCM Applied | | Corporate (Williams and Bayardo) | | | | | | | | | | NOV Adjusted EBITDA ($mil) | 80% | $510 | $850 | $1,190 | $934 | $893 | 125% | 113% | | Energy Transition Revenue ($mil) | 10% | $180 | $300 | $420 | $386 | n/a | 172% | n/a | | NOV Safety: TRIR | 5% | 1.50 | 0.80 | 0.25 | 0.73 | n/a | 113% | n/a | | NOV Safety: Annual Goals | 5% | Achieved | | | | | 200% | n/a | | Rig Technologies (Rovig) | | | | | | | | | | NOV Adjusted EBITDA ($mil) | 35% | $510 | $850 | $1,190 | $934 | $893 | 125% | 113% | | Energy Transition Revenue ($mil) | 10% | $180 | $300 | $420 | $386 | n/a | 172% | n/a | | RIG Adjusted EBITDA ($mil) | 45% | $178 | $296 | $414 | $364 | $327 | 157% | 127% | | RT Safety: TRIR | 5% | 1.50 | 0.80 | 0.25 | 0.66 | n/a | 126% | n/a | | RT Safety: Annual Goals | 5% | Achieved | | | | | 200% | n/a | | Completion & Production (Shelton) | | | | | | | | | | NOV Adjusted EBITDA ($mil) | 35% | $510 | $850 | $1,190 | $934 | $893 | 125% | 113% | | Energy Transition Revenue ($mil) | 10% | $180 | $300 | $420 | $386 | n/a | 172% | n/a | | CP Adjusted EBITDA ($mil) | 45% | $150 | $250 | $350 | $275 | $255 | 125% | 105% | | CP Safety: TRIR | 5% | 1.50 | 0.80 | 0.25 | 0.84 | n/a | 97% | n/a |

  42. Annual Incentive Plan

    | | | | | | 2023 Actual Results | | 2023 Payout Percentages | | | | Weight | Min (10% of target payout) | Target (100% of target payout) | Max (200% of target payout) | Without WCM Applied | With WCM Applied | Without WCM Applied | With WCM Applied | | CP Safety: Annual Goals | 5% | Achieved | | | | | 200% | n/a | | Wellbore Technologies (Joseph) | | | | | | | | | | NOV Adjusted EBITDA ($mil) | 35% | $510 | $850 | $1,190 | $934 | $893 | 125% | 113% | | Energy Transition Revenue ($mil) | 10% | $180 | $300 | $420 | $386 | n/a | 172% | n/a | | WT Adjusted EBITDA ($mil) | 45% | $327 | $544 | $762 | $539 | $530 | 97% | 94% | | WT Safety: TRIR | 5% | 1.50 | 0.80 | 0.25 | 0.75 | n/a | 109% | n/a | | WT Safety: Annual Goals | 5% | Achieved | | | | | 200% | n/a |

  43. Annual Incentive Plan

    | Working Capital Modifier | | | | | | | | Target Adjusted Working Capital | Actual Adjusted Working Capital | Working Capital Savings | | Change to Adjusted EBITDA ($M) | | NOV(1) | $3,043 | $3,314 | ($271) | = | ($41) | | Rig Technologies(2) | $1,016 | $1,257 | ($241) | = | ($36) | | Completion & Production(3) | $932 | $1,065 | ($133) | = | ($20) | | Wellbore Technologies(4) | $919 | $980 | ($61) | = | ($9) |

  44. Annual Incentive Plan

    | (1) Target Adjusted Working Capital equal to 36% of 2023 annualized revenue |

  45. Annual Incentive Plan

    | (2) Target Adjusted Working Capital equal to 39% of 2023 annualized revenue |

  46. Annual Incentive Plan

    | (3) Target Adjusted Working Capital equal to 31% of 2023 annualized revenue |

  47. Annual Incentive Plan

    | (4) Target Adjusted Working Capital equal to 30% of 2023 annualized revenue |

  48. Annual Incentive Plan

    2023 Annual Incentive Compensation Bonus Payouts

  49. Annual Incentive Plan

    | Name | Base Salary* | Target Bonus % | Target Bonus $ | Actual Bonus $ | Overall % of Target Bonus | | Clay C. Williams | $990,301 | 130% | $1,287,392 | $1,583,406 | 123% | | Jose A. Bayardo | $718,534 | 85% | $610,754 | $751,187 | 123% | | Isaac H. Joseph | $595,151 | 85% | $505,878 | $578,323 | 114% | | Joseph W. Rovig | $595,151 | 85% | $505,878 | $656,832 | 130% | | Kirk M. Shelton | $591,918 | 85% | $503,130 | $598,084 | 119% |

  50. Annual Incentive Plan

    | * Salary for purposes of 2023 ICP calculations. Prorated based on salary increases that went into effect on March 1, 2023. |

  51. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The primary purpose of the Company’s long-term incentive compensation program is to:

  52. Long-Term Incentive Compensation

    | • | Focus its executives on the Company’s long-term development and prosperity in addition to annual financial goals; |

  53. Long-Term Incentive Compensation

    | • | Balance long-term versus short-term business objectives, reinforcing that one should not be achieved at the expense of the other; and |

  54. Long-Term Incentive Compensation

    | • | Link the officers’ interests with those of the Company’s stockholders. |

  55. Long-Term Incentive Compensation

    The executives’ long-term incentive awards are benchmarked to ensure the type, value and amount of each award are consistent with market practices and aligned with the Company’s philosophy. For 2022 and 2021, the Compensation Committee had maintained a 10% reduction in target equity values for the Named Executive Officers adopted in 2020 in response to the COVID-19 pandemic. For 2023 long-term incentive awards, the Compensation Committee approved certain adjustments to restore the Named Executive Officers’ equity values, including increasing the CEO’s 2023 equity value by 5.3% and increasing each of the other Named Executive Officers’ equity values by $100,000. Based on the foregoing, on February 23, 2023, the Compensation Committee approved the grant of stock options, restricted stock units and performance share awards to the Company’s Named Executive Officers pursuant to the NOV Inc. Long-Term Incentive Plan:

  56. Long-Term Incentive Compensation

    | Name | Intended Target Equity Value* | Securities Underlying Stock Options (#) | Restricted Stock Units (#) | Performance Awards (Target # of Shares) | | Clay C. Williams | $9,000,000 | 230,769 | 103,401 | 206,801 | | Jose A. Bayardo | $2,800,000 | 71,795 | 32,169 | 64,338 | | Isaac H. Joseph | $1,900,000 | 48,718 | 21,829 | 43,658 | | Joseph W. Rovig | $1,900,000 | 48,718 | 21,829 | 43,658 | | Kirk M. Shelton | $1,900,000 | 48,718 | 21,829 | 43,658 |

  57. Long-Term Incentive Compensation

    | * The intended target value differs somewhat from the required accounting values used in the Summary Compensation Table. Final share amounts for the performance awards and restricted stock units were determined by dividing the value of the award by the closing price on February 23, 2023 ($21.76). The final number of stock options was determined using an estimated Black-Scholes value based on the closing price on February 23, 2023. |

  58. Long-Term Incentive Compensation

    Stock Options The options were granted at a price equal to the closing trading price of the Company’s common stock on the NYSE on the date of approval of the grants by the Compensation Committee ($21.76 per share). Each of such options has a term of 10 years and vests in three equal annual installments commencing on the first anniversary of the grant. Restricted Stock Units The restricted stock units granted vest in three equal annual installments commencing on the first anniversary of the date of grant. The Compensation Committee determined to grant restricted stock units in lieu of restricted stock awards in 2023 to enable the Company to offer the retention of equity in a future retirement program. Performance Share Awards The performance share awards can be earned based on performance against pre-established goals and vest three years from the grant date (performance period is January 1, 2023 to December 31, 2025). The performance share awards are divided into two independent parts that are subject to two separate performance metrics: 85% in value based on the Company’s TSR (total shareholder return) goal and 15% in value based on the Company’s internal NVA goal (returns-based metric). The TSR goal can only be achieved if the percentile ranking of the Company’s TSR (total shareholder return) as measured against the TSR of the constituent members of the OSX Index over a three-year performance period exceeds certain levels. The Compensation Committee believes that the members of the OSX index are an appropriate benchmark against which to compare the Company’s TSR performance. The TSR goal is subject to a vesting cap equal to 100% of the target level if the Company’s absolute TSR over the performance period is negative, regardless of relative TSR results. Conversely, if the Company’s absolute TSR is greater than 15% annualized over the performance period, the payout amount shall not be less than 50% of the target level, regardless of relative TSR results. The following table summarizes the absolute TSR collar limitation:

  59. Long-Term Incentive Compensation

    | Annualized 3-year Absolute TSR | Impact on Final Payout | | > 15% | Floor of 50% of Target Level, regardless of relative TSR results | | 0% to 15% | No adjustment | | < 0% | Cap of 100% of Target Level, regardless of relative TSR results |

  60. Long-Term Incentive Compensation

    The NVA goal is based on the Company’s improvement in NVA (NOV Value Added) from the beginning of the three-year performance period until the end of the performance period. NVA shall be calculated as an amount equal to the Company’s (a) gross cash earnings less (b) average gross operating assets times a 9% required return on assets. Additionally, the NVA component requires that the Company reach breakeven and earn the cost of capital before the maximum target level will be paid. The following table summarizes the payout thresholds for the 2023 performance share awards:

  61. Long-Term Incentive Compensation

    | Level | TSR: Percentile Rank vs OSX Comparator Group (85%) | NVA: Absolute NVA Performance (15%) | Payout Percentage* | | Maximum | 75th Percentile & above | Breakeven $0M NVA | 200% Target Level | | Target | 50th Percentile | Midpoint NVA of $(94)M | 100% Target Level | | Threshold | 25th Percentile | Equal to 2022 NVA of $(188)M* | 50% Target Level | | No payout | Below 25th Percentile | Below 2022 NVA of $(188)M | 0% |

  62. Long-Term Incentive Compensation

    | * 2022 Actual NVA as adjusted for timing of write-offs, tax rate of 23%, cost of capital of 9%. |

  63. Long-Term Incentive Compensation

    Results falling between threshold, target, and maximum will result in a linearly interpolated payout. 2021 Performance Share Awards Results The 2021 performance share awards were divided into two independent parts subject to two separate performance metrics: 85% in value based on the Company’s TSR (total shareholder return) goal and 15% in value based on the Company’s internal NVA goal (returns on capital metric). The performance period commenced on January 1, 2021 and ended on December 31, 2023. The TSR portion of the award was based on the Company’s TSR performance as measured against the TSR of the constituents of the OSX Index over a three-year performance period. The TSR calculation ranked the Company’s stock performance against the OSX peer group using the average of the first and last 30 days of the vesting period and assumes the reinvestment of dividends. The NVA portion of the award was based on the Company’s improvement in NVA from the beginning of the three-year performance period until the end of the performance period. NVA was calculated as an amount equal to the Company’s (a) gross cash earnings less (b) average gross operating assets times an amount equal to a required return on assets. The Company’s three-year average TSR was 43%, which ranked 11th in the OSX comparator group during the 2021-2023 performance period. Within the OSX comparator group, the Company placed above the 25th percentile but below the 50th percentile (29th percentile). The TSR result was above the threshold level but below the target level. As a result, 57% of the target shares from the TSR-based awards vested. The TSR-based award is also subject to a vesting cap equal to 100% of the target level if the Company’s absolute TSR over the Performance Period is negative, regardless of relative TSR results. However, the cap did not apply since the payout was 57% of target, which is below the 100% vesting cap. The Company’s absolute NVA performance at the end of the performance period was $(28.7) million and above the target level. As a result, 188% of the shares from the NVA-based award vested, which is the first year the NVA-based portion of the Company’s performance share awards paid above target. The total weighted payout percent for 2021 performance share awards grant was 76.64%. The Compensation Committee certified the results for the 2021 performance share awards on February 6, 2024.

  64. Retirement, Health and Welfare Benefits

    Retirement, Health and Welfare Benefits The Company offers retirement, health, welfare and wellness programs to all eligible employees. The Company’s executive officers generally are eligible for the same benefit programs on the same basis as the rest of the Company’s employees. The health and welfare programs cover medical, pharmacy, dental, vision, life, accidental death and dismemberment and disability insurance. A selection of supplemental benefits is also available for employees to elect at their own expense. U.S. employees may also earn wellness incentives by participating in voluntary wellness activities. The Company offers retirement programs that are intended to supplement the employee’s personal savings. The programs include the NOV Inc. 401(k) (“401k Plan”) and the NOV Inc. Non-Qualified Deferred Compensation Plan (“NDCP”). The Company’s U.S. employees, including its executives, are generally eligible to participate in the 401k Plan. Employees of the Company whose base salary meets or exceeds a certain dollar threshold and whose position is deemed to be eligible as established by the Company’s benefits plan administrative committee are generally eligible to participate in the NDCP. Participation in the 401k Plan and NDCP is voluntary. The NDCP is a non-qualified plan that allows participants to continue saving and receiving Company contributions towards retirement when, due to compensation and contribution ceilings established under the Internal Revenue Code, they or the Company can no longer contribute to the 401k Plan. In 2022, the Compensation Committee adopted a retirement policy for equity awards (the “Equity Retirement Program”). The Equity Retirement Program provides certain benefits to long-term employees to permit such individuals to elect retirement, including (i) full or partial continued vesting of certain equity awards, and (ii) an extended post-employment exercise period for non-qualified stock options and stock appreciation rights. If the award (i.e., restricted stock units or non-qualified stock options, etc.) was granted more than twelve (12) months prior to the retirement date, such awards will continue to vest based upon the original vesting dates in the applicable award agreements. For grants that were issued less than twelve (12) months prior to the retirement date requested by the employee, a prorated amount of the award will vest based on the number of full calendar months between the grant date and such retirement date. Shares will be held until the scheduled vesting date. The retiree will be required to agree to certain post-employment restrictions, including non-competition and non-solicitation covenants, in order to retain his or her equity. The Equity Retirement Program applies to the 2022 equity awards and any future equity awards granted to eligible employees. The Compensation Committee also authorized and directed the Company to adopt an amendment to the Company’s group health plan to provide extended medical benefits for certain employees in the United States (the “Retiree Medical Plan”). The amendment outlines the circumstances under which an employee who provides services in the United States will be eligible to receive post-employment medical coverage until such individuals are eligible to receive medical benefits under Medicare. Coverage will end for the retiree and their dependents when the retiree turns age sixty-five (65) and becomes eligible to participate in Medicare. Coverage will also end if the retiree is eligible or becomes eligible to receive comprehensive medical coverage under another employer’s group health plan, the retiree provides services to a competitor of the Company, or the retiree fails to pay the required premiums. In order to participate in both the Equity Retirement Program and the Retiree Medical Plan, the employee must attain at least sixty (60) years of age at the time of retirement and must have completed at least ten (10) years of service with the Company and completed five (5) consecutive years of employment prior to retirement. Additionally, employees must obtain approval of their proposed retirement date from the Company before they are eligible to participate. The Company’s Named Executive Officers are eligible to participate in the Equity Retirement Program and the Retiree Medical Plan (provided they satisfy the plan eligibility requirements).

  65. 2023 Voluntary Early Retirement Program

    2023 Voluntary Early Retirement Program In 2023, the Compensation Committee approved the Company’s 2023 Voluntary Early Retirement Program (“VERP”). The VERP provided certain early retirement benefits to eligible U.S. employees who voluntarily terminated their employment with the Company. The VERP was only offered to full-time, non-union U.S. employees who were at least 55 years of age, and who had a combination of age and years of service greater than or equal to 72. Benefits under the VERP included: (1) one year’s base salary; (2) company-subsidized medical, dental, and vision coverage for five years or until age 65, whichever occurs first; (3) payment of the 2023 ICP to applicable employees prorated through their retirement date, paid in February 2024, and (4) extension of a post-employment exercise period for SARs/stock options and non-forfeiture of unvested shares of restricted stock, restricted stock unit awards, performance awards and/or long-term incentive cash payments. Under the VERP, the Company’s executive officers were not eligible to receive the lump sum payment equal to one-year base salary. Instead, for transition purposes, the Company will enter into consulting agreements with the executive officers at or around the time of their retirement which will have a term of up to two years. Under the consulting agreement, an executive officer who elects to take early retirement will receive: (1) a monthly retainer equal to no more than a half a month’s salary, provided the total amount paid will not exceed one year’s base salary, and (2) continued vesting of all outstanding stock options, stock appreciation rights, performance awards, and time-based restricted stock awards/units. After the one-year term of the consulting agreement, the executive officers will be entitled to retain any unvested and/or outstanding equity-based compensation, which shall continue to vest, per the terms of the VERP. In October 2023, Messrs. Joseph and Shelton each submitted an election to participate in the Company’s VERP and each retired from their respective positions on December 31, 2023. Messrs. Joseph and Shelton both continue to serve in a non-executive advisory role and will remain employees of the Company from January 1, 2024 until March 30, 2024 (“Retirement Date”). To facilitate an orderly transition of their duties and responsibilities, it is anticipated that Messrs. Joseph and Shelton will each enter into a consulting agreement with the Company on or about the Retirement Date, pursuant to which Messrs. Joseph and Shelton will render consulting advice and services to the Company.

  66. Option Grant Practices

    Option Grant Practices Historically, the Company has granted stock options to its key employees, including executives, in the first quarter of the year. The Company does not have any program, plan or practice to time its option grants to its executives in coordination with the release of material non-public information and has not timed its release of material non-public information for the purposes of affecting the value of executive compensation. The Company does not set the grant date of its stock option grants to new executives in coordination with the release of material non-public information. The Compensation Committee has the responsibility of approving any Company stock option grants and does not delegate material aspects of long-term incentive plan administration to any other person. The Company’s senior executives in coordination with the Compensation Committee set a time for the Compensation Committee to meet during the first quarter of the year to review and approve stock option grants proposed by the senior executives. The specific timing of the meeting during the quarter is dependent on committee member schedules and availability and the Company finalizing its stock option grant proposal. If approved by the Compensation Committee, the grant date for stock option awards is the date the Compensation Committee meets and approves the grant, with the exercise price for the option equal to the Company’s closing stock price on the date of grant. The Company recognizes that its stock price fluctuates over time and in certain cases quite significantly. As stock option grants have historically been granted on an annual basis during the first quarter of the calendar year, executives who have been employed with the Company for some time have received grants with varying exercise prices. The ten-year term of the options also helps reward its executives who remain with the Company, as it provides the executives time, so long as they continue employment with the Company, to realize financial benefits from their option grants after vesting.

  67. Recoupment Policy

    Recoupment Policy On October 2, 2023, the Board of Directors adopted the NOV Inc. Compensation Recovery Policy (“Compensation Recovery Policy”). The Compensation Recovery Policy conforms with the NYSE’s new listing standards which require listed companies to adopt and comply with a written policy providing for the recovery, in the event of a required accounting restatement, of incentive-based compensation received by current or former executive officers where that compensation is based on erroneously reported financial information. The Compensation Recovery Policy provides for the recovery of erroneously awarded incentive-based compensation from current and former executive officers in the event of an Accounting Restatement (as defined in the policy) resulting from the Company’s material noncompliance with any financial reporting requirement under US securities laws. In the event of an Accounting Restatement, the Company shall seek to recover any erroneously awarded incentive-based compensation received by an executive officer during the three-year period immediately preceding the date when the Company is required to prepare an Accounting Restatement. On October 2, 2023, the Board of Directors also approved certain amendments to the Company’s existing NOV Inc. Supplemental Clawback Policy (“Supplemental Clawback Policy”) in light of the new NYSE listing rules. The amendments to the Supplemental Clawback Policy clarify that the Compensation Recovery Policy shall take precedence in all situations where it applies. The Supplemental Clawback Policy preserves the Compensation Committee’s ability to claw back compensation from a wider group of persons and allows Compensation Committee, at its sole discretion, to terminate any award of stock options, performance awards and/or restricted stock if it determines that the recipient of such award has engaged in material misconduct that requires the Company to make a restatement of its reported financial statements. A similar clawback provision was included in the NOV Inc. Long-Term Incentive Plan and the participants’ equity award agreements. For purposes of this clawback policy, material misconduct includes conduct adversely affecting the Company’s financial condition, results of operations, or conduct which constitutes fraud or theft of Company assets, any of which require the Company to make a restatement of its reported financial statements. If any material misconduct results in any error in financial information used in the determination of compensation paid to the recipient of any equity award and the effect of such error is to increase the payment amount pursuant to such award, the Compensation Committee may also require the recipient to reimburse the Company for all or a portion of such increase in compensation provided in connection with any such award. In addition, if there is a material restatement of the Company’s financial statements that affects the financial information used to determine the compensation paid to the recipient of an award, then the Compensation Committee may take whatever action it deems appropriate to adjust such compensation.

  68. Compensation Consultant Independence

    Compensation Consultant Independence In furtherance of maintaining the independence of the Compensation Committee’s compensation consultant, the Compensation Committee has the sole authority to retain or terminate its compensation consultant. The Compensation Committee annually reviews and approves total expenditures paid to the independent compensation consultant. Meridian and its affiliates did not provide any services to the Company or any of the Company’s affiliates other than advising the Compensation Committee on director and executive officer compensation during 2023.

  69. Recent Developments for 2024 Compensation

    Recent Developments for 2024 Compensation On February 6, 2024, the Compensation Committee, in connection with its annual review of executive compensation and performance, and in consultation with Meridian, approved the base salaries, annual incentive targets and long-term incentive awards of the Company’s executive officers. The Compensation Committee decided to maintain our general approach to executive compensation, with an emphasis on short and long-term incentive compensation that rewards our executives when they achieve the Company’s financial and operational goals and deliver value for our stockholders. The Compensation Committee, in connection with its annual review of executive compensation and performance, after consulting with Meridian, approved the following:

  70. Recent Developments for 2024 Compensation

    | • | Held 2024 base salaries, target bonus participation levels, and targeted equity values for the NEOs flat. |

  71. Recent Developments for 2024 Compensation

    | • | Discontinued the energy transition performance measure for the 2024 annual incentive plan as the Company’s energy transition product and service offerings have become more integrated within the Company’s product offerings since the measure was first introduced in 2022. |

  72. Recent Developments for 2024 Compensation

    | • | Maintained the safety measure in the 2024 annual incentive plan for the second year (10% of bonus tied to TRIR and safety goals). |

  73. Recent Developments for 2024 Compensation

    | • | Approved a one-year pause for the talent mobility lever applied to the Segment Presidents’ annual incentive bonus as the Company continues reorganizing the reporting structure under the new business segments. |

  74. Recent Developments for 2024 Compensation

    | • | Maintained the mix of long-term incentive awards at 50% performance awards, 25% stock options and 25% time-based restricted stock. |

  75. Summary Compensation Table

    Summary Compensation Table

  76. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | | Bonus ($) | Stock Awards ($)(1) | | Option Awards ($)(2) | | Non-Equity Incentive Plan Comp ($)(3) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Comp ($)(5) | | Total ($) | | | Clay C. Williams Chairman, President & Chief Executive Officer | 2023 2022 2021 | $ $ $ | 989,154 940,000 940,000 | — — — | $ $ $ | 8,122,845 7,752,616 7,868,423 | $ $ $ | 2,245,359 2,146,016 2,161,279 | $ $ $ | 1,583,406 2,221,065 337,291 | $18,678 — — | $ $ $ | 15,740 12,200 18,144 | $ $ $ | 12,975,182 13,071,897 11,325,137 | | Jose A. Bayardo Senior VP & Chief Financial Officer | 2023 2022 2021 | $ $ $ | 717,769 685,000 685,000 | — — — | $ $ $ | 2,527,097 2,448,193 2,484,765 | $ $ $ | 698,558 677,689 682,508 | $ $ $ | 751,187 1,100,608 166,787 | — — — | $ $ $ | 36,213 27,400 10,118 | $ $ $ | 4,730,824 4,938,890 4,029,178 | | Isaac H. Joseph President – Wellbore Technologies | 2023 2022 2021 | $ $ $ | 594,577 570,000 570,000 | — — — | $ $ $ | 1,714,818 1,632,147 1,656,510 | $ $ $ | 474,021 451,793 455,005 | $ $ $ | 578,323 895,564 230,002 | — — — | $ $ $ | 30,054 19,073 9,052 | $ $ $ | 3,391,793 3,568,577 2,920,569 | | Joseph W. Rovig President – Rig Technologies | 2023 2022 2021 | $ $ $ | 594,577 570,000 570,000 | — — — | $ $ $ | 1,714,818 1,632,147 1,656,510 | $ $ $ | 474,021 451,793 455,005 | $ $ $ | 656,832 790,016 173,794 | — — — | $ $ $ | 30,054 9,462 5,426 | $ $ $ | 3,470,302 3,453,418 2,860,735 | | Kirk M. Shelton President – Completion and Production Solutions | 2023 2022 2021 | $ $ $ | 590,962 550,000 550,000 | — — — | $ $ $ | 1,714,818 1,632,147 1,656,510 | $ $ $ | 474,021 451,793 455,005 | $ $ $ | 598,084 833,169 66,958 | — — — | $ $ $ | 26,733 12,200 6,959 | $ $ $ | 3,404,618 3,479,309 2,735,432 |

  77. Summary Compensation Table

    | (1) The amounts reported in this column represent the aggregate grant date fair value of stock awards granted in the relevant year compiled in accordance with FASB Topic 718, excluding forfeiture estimates. Refer to the Company’s 2023 annual report, Financial Report to Stockholders for all relevant valuation assumptions used to determine the grant date fair value of the stock awards included in this column. Amounts reported for 2021 reflect corrections to amounts previously reported, which were not originally calculated in accordance with FASB Topic 718. |

  78. Summary Compensation Table

    | (2) The amounts reported in this column represent the aggregate grant date fair value of option awards granted in the relevant year compiled in accordance with FASB Topic 718, excluding forfeiture estimates. Refer to the Company’s 2023 annual report, Financial Report to Stockholders for all relevant valuation assumptions used to determine the grant date fair value of option awards included in this column. |

  79. Summary Compensation Table

    | (3) The amounts shown in this column represent the value of the annual cash bonus awards under the Company’s 2023 annual incentive plan. The Company’s Adjusted EBITDA, Energy Transition revenue and Safety performance at the Company’s consolidated level and for the Company’s Rig Technologies, Wellbore Technologies and Completion & Production Solutions segments exceeded the Target Adjusted EBITDA, Energy Transition revenue, Safety goals and working capital objectives set under the 2023 annual incentive plan. As a result, the Named Executive Officers received the foregoing incentive compensation bonus payout for 2023. |

  80. Summary Compensation Table

    | (4) This amount is primarily attributable to a shortening in the discount period from the prior fiscal year end measurement. |

  81. Summary Compensation Table

    | (5) The amounts include: |

  82. Summary Compensation Table

    | a) | The Company’s cash contributions for 2023 under the Company’s 401k Plan, a defined contribution plan, on behalf of Mr. Williams - $15,740; Mr. Bayardo - $16,825; Mr. Joseph - $9,897; Mr. Rovig - $13,221 and Mr. Shelton - $13,842. |

  83. Summary Compensation Table

    | b) | The Company’s cash contributions for 2023 under the NDCP, a defined contribution plan, on behalf of Mr. Williams - $0; Mr. Bayardo - $19,388; Mr. Joseph - $20,157; Mr. Rovig - $16,833 and Mr. Shelton - $12,891. |

  84. Summary Compensation Table

    The following table provides information concerning stock options, restricted stock awards and restricted stock units granted to Named Executive Officers during the fiscal year ended December 31, 2023. The Company did not grant any stock appreciation rights to the Named Executive Officers during the year ended December 31, 2023.

  85. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  86. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Possible Payouts Under Non- Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards (per share) | Grant Date Fair Value of Stock and Option Awards | | | | Threshold ($) (1) | Target ($) (1) | Maximum ($) (1) | Threshold (#) (2) | Target (#) (2) | Maximum (#) (2) | | | | | | Clay C. Williams | 2023 | $128,739 | $1,287,392 | $2,574,784 | | | | | | | | | | 2023 | | | | 103,400 | 206,801 | 413,602 | | | | $5,872,839 | | | 2023 | | | | | | | 103,401 | | | $2,250,006 | | | 2023 | | | | | | | | 230,769 | $21.76 | $2,245,359 | | Jose A. Bayardo | 2023 | $61,075 | $610,754 | $1,221,508 | | | | | | | | | | 2023 | | | | 32,169 | 64,338 | 128,676 | | | | $1,827,100 | | | 2023 | | | | | | | 32,169 | | | $699,997 | | | 2023 | | | | | | | | 71,795 | $21.76 | $698,558 | | Isaac H. Joseph | 2023 | $50,588 | $505,878 | $1,011,756 | | | | | | | | | | 2023 | | | | 21,829 | 43,658 | 87,316 | | | | $1,239,819 | | | 2023 | | | | | | | 21,829 | | | $474,999 | | | 2023 | | | | | | | | 48,718 | $21.76 | $474,021 | | Joseph W. Rovig | 2023 | $50,588 | $505,878 | $1,011,756 | | | | | | | | | | 2023 | | | | 21,829 | 43,658 | 87,316 | | | | $1,239,819 | | | 2023 | | | | | | | 21,829 | | | $474,999 | | | 2023 | | | | | | | | 48,718 | $21.76 | $474,021 | | Kirk M. Shelton | 2023 | $50,313 | $503,130 | $1,006,260 | | | | | | | | | | 2023 | | | | 21,829 | 43,658 | 87,316 | | | | $1,239,819 | | | 2023 | | | | | | | 21,829 | | | $474,999 | | | 2023 | | | | | | | | 48,718 | $21.76 | $474,021 |

  87. Grants of Plan-Based Awards

    | (1) Represents the range of possible payouts under our annual incentive compensation plan. |

  88. Grants of Plan-Based Awards

    | (2) On February 23, 2023, the Compensation Committee approved the 2023 Performance Share Award Grant. The performance share awards can be earned by the executives only by performance against established goals and vest three years from the grant date. The performance share awards are divided into two independent parts that are subject to two separate performance metrics: 85% in value based on the Company’s TSR (total shareholder return) goal and 15% in value based on the Company’s internal NVA goal (returns on capital metric). |

  89. Grants of Plan-Based Awards

    | (3) On February 23, 2023, the Compensation Committee approved a grant of restricted stock units to these Named Executive Officers pursuant to the NOV Inc. Long-Term Incentive Plan. The restricted stock units granted by the Company to its Named Executive Officers vests in three equal annual installments commencing on the first anniversary of the date of grant, provided that such Named Executive Officer remains continuously employed with the Company during such time period. |

  90. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  91. Outstanding Equity Awards at Fiscal Year-End

    | | | | Option Award | | | Stock Award | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | Clay C. Williams | | 230,769(2) | | $21.76 | 2/24/33 | | | | | | | 114,000 | 228,000(3) | | $16.73 | 2/16/32 | | | | | | | 250,439 | 125,220(4) | | $15.00 | 2/23/31 | | | | | | | 366,638 | | | $20.23 | 2/26/30 | | | | | | | 313,187 | | | $28.72 | 2/28/29 | | | | | | | 339,642 | | | $35.09 | 2/29/28 | | | | | | | 289,920 | | | $38.86 | 2/23/27 | | | | | | | 232,558 | | | $28.24 | 2/25/26 | | | | | | | 310,053 | | | $54.74 | 2/26/25 | | | | | | | 172,966 | | | $68.997 | 2/26/24 | | | | | | | | | | | | | | 285,000(5) | $5,779,800 | | | | | | | | | | 47,500(6) | $963,300 | | | | | | | | | | 255,529(7) | $5,182,128 | | | | | | | | | | 85,176(8) | $1,727,369 | | | | | | | | | | 206,801(9) | $4,193,924 | | | | | | | | | | 103,401(10) | $2,096,972 | | Jose A. Bayardo | | 71,795(2) | | $21.76 | 2/24/33 | | | | | | | 36,000 | 72,000(3) | | $16.73 | 2/16/32 | | | | | | | 79,086 | 39,543(4) | | $15.00 | 2/23/31 | | | | | | | 115,780 | | | $20.23 | 2/26/30 | | | | | | | 98,901 | | | $28.72 | 2/28/29 | | | | | | | 107,256 | | | $35.09 | 2/29/28 | | | | | | | 118,260 | | | $38.86 | 2/23/27 | | | | | | | 224,215 | | | $28.24 | 2/25/26 | | | | | | | | | | | | | | 90,000(5) | $1,825,200 | | | | | | | | | | 15,000(6) | $304,200 | | | | | | | | | | 80,693(7) | $1,636,454 | | | | | | | | | | 26,898(8) | $545,491 | | | | | | | | | | 64,338(9) | $1,304,775 | | | | | | | | | | 32,169(10) | $652,387 |

  92. Outstanding Equity Awards at Fiscal Year-End

    | | | | Option Award | | | Stock Award | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | Isaac H. Joseph | | 48,718(2) | | $21.76 | 2/24/33 | | | | | | | 24,000 | 48,000(3) | | $16.73 | 2/16/32 | | | | | | | 52,724 | 26,362(4) | | $15.00 | 2/23/31 | | | | | | | 77,187 | | | $20.23 | 2/26/30 | | | | | | | 65,934 | | | $28.72 | 2/28/29 | | | | | | | 71,504 | | | $35.09 | 2/29/28 | | | | | | | 39,240 | | | $34.32 | 2/25/26 | | | | | | | 79,830 | | | $38.86 | 2/23/27 | | | | | | | 25,900 | | | $54.74 | 2/26/25 | | | | | | | 13,753 | | | $68.997 | 2/26/24 | | | | | | | | | | | | | | 60,000(5) | $1,216,800 | | | | | | | | | | 10,000(6) | $202,800 | | | | | | | | | | 53,796(7) | $1,090,983 | | | | | | | | | | 17,932(8) | $363,661 | | | | | | | | | | 43,658(9) | $885,384 | | | | | | | | | | 21,829(10) | $442,692 | | Joseph W. Rovig | | 48,718(2) | | $21.76 | 2/24/33 | | | | | | | 24,000 | 48,000(3) | | $16.73 | 2/16/32 | | | | | | | 52,724 | 26,362(4) | | $15.00 | 2/23/31 | | | | | | | 77,187 | | | $20.23 | 2/26/30 | | | | | | | 65,934 | | | $28.72 | 2/28/29 | | | | | | | 71,504 | | | $35.09 | 2/29/28 | | | | | | | 53,220 | | | $38.86 | 2/23/27 | | | | | | | 49,826 | | | $28.24 | 2/25/26 | | | | | | | 74,200 | | | $54.74 | 2/26/25 | | | | | | | 27,850 | | | $68.997 | 2/26/24 | | | | | | | | | | | | | | 60,000(5) | $1,216,800 | | | | | | | | | | 10,000(6) | $202,800 | | | | | | | | | | 53,796(7) | $1,090,983 | | | | | | | | | | 17,932(8) | $363,661 | | | | | | | | | | 43,658(9) | $885,384 | | | | | | | | | | 21,829(10) | $442,692 | | Kirk M. Shelton | | 48,718(2) | | $21.76 | 2/24/33 | | | | | | | 24,000 | 48,000(3) | | $16.73 | 2/16/32 | | | | | | | 52,724 | 26,362(4) | | $15.00 | 2/23/31 | | | | | | | 77,187 | | | $20.23 | 2/26/30 | | | | | | | 65,934 | | | $28.72 | 2/28/29 | | | | | | | 71,504 | | | $35.09 | 2/29/28 | | | | | | | 79,830 | | | $38.86 | 2/23/27 | | | | | | | 44,843 | | | $28.24 | 2/25/26 | | | | | | | 54,700 | | | $54.74 | 2/26/25 | | | | |

  93. Outstanding Equity Awards at Fiscal Year-End

    | | | | Option Award | | | Stock Award | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | | 27,850 | | | $68.997 | 2/26/24 | | | | | | | | | | | | | | 60,000(5) | $1,216,800 | | | | | | | | | | 10,000(6) | $202,800 | | | | | | | | | | 53,796(7) | $1,090,983 | | | | | | | | | | 17,932(8) | $363,661 | | | | | | | | | | 43,658(9) | $885,384 | | | | | | | | | | 21,829(10) | $442,692 |

  94. Outstanding Equity Awards at Fiscal Year-End

    | (1) Calculations based upon the closing price ($20.28) of the Company’s common stock on December 29, 2023, the last trading day of the year. |

  95. Outstanding Equity Awards at Fiscal Year-End

    | (2) 2023 Stock Option Grant - Stock options vest at the rate of 33 1/3% per year, with vesting dates of 2/23/2024, 2/23/2025 and 2/23/2026. |

  96. Outstanding Equity Awards at Fiscal Year-End

    | (3) 2022 Stock Option Grant - Stock options vest at the rate of 33 1/3% per year, with vesting dates of 2/15/2023, 2/15/2024 and 2/15/2025. |

  97. Outstanding Equity Awards at Fiscal Year-End

    | (4) 2021 Stock Option Grant - Stock options vest at the rate of 33 1/3% per year, with vesting dates of 2/22/2022, 2/22/2023 and 2/22/2024. |

  98. Outstanding Equity Awards at Fiscal Year-End

    | (5) 2021 Performance Share Award Grant – The performance share awards will be earned by the executives only by performance against established goals and vest three years from the grant date. The performance share awards are divided into two independent parts that are subject to two separate performance metrics: 85% in value based on the Company’s TSR (total shareholder return) goal and 15% in value based on the Company’s internal NVA goal (returns on capital metric). The TSR portion of the award is based on the Company’s TSR performance as measured against the TSR of the constituents of the OSX Index over a three-year performance period. The NVA portion of the award is based on the Company’s improvement in NVA from the beginning of the three-year performance period until the end of the performance period. NVA shall be calculated as an amount equal to the Company’s (a) gross cash earnings less (b) average gross operating assets times an amount equal to a required return on assets. |

  99. Outstanding Equity Awards at Fiscal Year-End

    | (6) 2021 Grant of Restricted Stock Awards – The restricted stock awards granted by the Company to its Named Executive Officers shall in three equal annual installments commencing on the first anniversary of the date of grant, provided that such executive officer remains continuously employed with the Company during such time period. |

  100. Outstanding Equity Awards at Fiscal Year-End

    | (7) 2022 Performance Share Award Grant – The performance share awards will be earned by the executives only by performance against established goals and vest three years from the grant date. The performance share awards are divided into two independent parts that are subject to two separate performance metrics: 85% in value based on the Company’s TSR (total shareholder return) goal and 15% in value based on the Company’s internal NVA goal (returns on capital metric). The TSR portion of the award is based on the Company’s TSR performance as measured against the TSR of the constituents of the OSX Index over a three-year performance period. The NVA portion of the award is based on the Company’s improvement in NVA from the beginning of the three-year performance period until the end of the performance period. NVA shall be calculated as an amount equal to the Company’s (a) gross cash earnings less (b) average gross operating assets times an amount equal to a required return on assets. |

  101. Outstanding Equity Awards at Fiscal Year-End

    | (8) 2022 Grant of Restricted Stock Units – The restricted stock units granted by the Company to its executive officers shall in three equal annual installments commencing on the first anniversary of the date of grant, provided that such executive officer remains continuously employed with the Company during such time period. |

  102. Outstanding Equity Awards at Fiscal Year-End

    | (9) 2023 Performance Share Award Grant – The performance share awards will be earned by the executives only by performance against established goals and vest three years from the grant date. The performance share awards are divided into two independent parts that are subject to two separate performance metrics: 85% in value based on the Company’s TSR (total shareholder return) goal and 15% in value based on the Company’s internal NVA goal (returns on capital metric). The TSR portion of the award is based on the Company’s TSR performance as measured against the TSR of the constituents of the OSX Index over a three-year performance period. The NVA portion of the award is based on the Company’s improvement in NVA from the beginning of the three-year performance period until the end of the performance period. NVA shall be calculated as an amount equal to the Company’s (a) gross cash earnings less (b) average gross operating assets times an amount equal to a required return on assets. |

  103. Outstanding Equity Awards at Fiscal Year-End

    | (10) 2023 Grant of Restricted Stock Units – The restricted stock units granted by the Company to its executive officers shall in three equal annual installments commencing on the first anniversary of the date of grant, provided that such executive officer remains continuously employed with the Company during such time period. |

  104. Outstanding Equity Awards at Fiscal Year-End

    The following table provides information on the amounts received by the Named Executive Officers during 2023 upon exercise of stock options or vesting of stock awards.

  105. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  106. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Clay C. Williams | 0 | $0 | 260,025 | $5,687,358 | | Jose A. Bayardo | 0 | $0 | 82,113 | $1,796,005 | | Isaac H. Joseph | 0 | $0 | 54,741 | $1,197,315 | | Joseph W. Rovig | 0 | $0 | 54,741 | $1,197,315 | | Kirk M. Shelton | 0 | $0 | 54,741 | $1,197,315 |

  107. 2023 Pension Benefits Table

    2023 Pension Benefits Table

  108. 2023 Pension Benefits Table

    | Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit | Payments During Fiscal Year | | Clay C. Williams | Varco SERP | 9.75 | $1,013,808 | 0 |

  109. 2023 Pension Benefits Table

    Assumptions:

  110. 2023 Pension Benefits Table

    | • | Measurement Date: December 31, 2023 |

  111. 2023 Pension Benefits Table

    | • | Interest Rate for Present Value: 5.50% |

  112. 2023 Pension Benefits Table

    | • | Assumed Retirement Age: the earliest unreduced retirement age at age 65 |

  113. 2023 Pension Benefits Table

    | • | Mortality: None |

  114. 2023 Pension Benefits Table

    | • | Form of Payment: 10 years Certain |

  115. 2023 Pension Benefits Table

    | • | All other assumptions, data and plan provisions are based on the ASC 715 year-end disclosure for fiscal year ending December 31, 2023 |

  116. 2023 Pension Benefits Table

    | • | Service in column (c) reflects plan freeze as of December 31, 2005 |

  117. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  118. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Clay C. Williams | $0 | $0 | $712,980 | $0 | $3,443,609 | | Jose A. Bayardo | $79,936 | $19,388 | $131,033 | $0 | $820,207 | | Isaac H. Joseph | $164,081 | $20,157 | $145,114 | $0 | $1,199,436 | | Joseph W. Rovig | $59,492 | $16,833 | $129,733 | $0 | $2,043,193 | | Kirk D. Shelton | $29,577 | $12,891 | $31,398 | $0 | $523,342 |

  119. Nonqualified Deferred Compensation

    | (1) Executive contributions were from the executive’s salary or incentive compensation payments and are included in the Summary Compensation Table under the “Salary” column and in some cases under “Non-Equity Incentive Plan Compensation” column. |

  120. Nonqualified Deferred Compensation

    | (2) Registrant contributions are included in the Summary Compensation Table under the “All Other Compensation” column. |

  121. Nonqualified Deferred Compensation

    | (3) Aggregate earnings reflect the returns of the investment funds selected by the executives and are not included in the Summary Compensation Table. |

  122. Potential Payments Upon Termination Under the Employment Agreements and Severance Agreements

    Potential Payments Upon Termination Under the Employment Agreements and Severance Agreements The Company has entered into certain agreements and maintains certain plans that will require the Company to provide compensation to the Named Executive Officers if: (1) the Company terminates the executive’s employment with the Company other than for “Cause” (as defined in the employment agreement or severance agreement), death or disability; or (2) the executive terminates his employment with the Company for “Good Reason” (as defined in the employment agreement or severance agreement), both events hereinafter referred to as “Termination”. The Company’s Compensation Committee believes the payment and benefit levels provided to its Named Executive Officers under their employment agreements and/or severance agreements upon Termination should correspond to the level of responsibility and risk assumed by the Named Executive Officer. Thus, the payment and benefit levels for Messrs. Williams, Bayardo, and Rovig are based on their levels of responsibility and market considerations at the time the Company entered into the relevant agreements. As discussed under “Employment Contracts and Termination of Employment and Change-in-Control Arrangements”, the former executive employment agreements with Messrs. Joseph and Shelton expired on December 4, 2023, therefore Messrs. Joseph and Shelton were not eligible to receive the benefits and payments set forth in their previous employment agreements as of December 31, 2023. The amount of compensation payable to each Named Executive Officer in each situation is listed in the tables below. The following table describes the potential executive benefits and payments upon termination under the Employment Agreements to each Named Executive Officer as of December 31, 2023.

  123. Executive Benefits/Payments under the Employment Agreement (1)

    | (1) The table describes the potential executive benefits and payments upon termination under the Employment Agreements to each Named Executive Officer as of December 31, 2023. Assumes the employment relationship is terminated by the Company for reasons other than for “Cause” (as defined in the employment agreement), death, “Disability” (as defined in the employment agreement), or by the executive for “Good Reason” (as defined in the employment agreement). For purposes of this analysis, we used the executive’s base salary as of December 31, 2023. The value of unvested stock options, restricted stock awards, restricted stock units and performance awards is based on a share price of $20.28, the Company’s closing stock price on December 29, 2023. |

  124. Executive Benefits/Payments under the Severance Agreement (1)

    | (1) The table describes the potential executive benefits and payments upon termination under the severance agreements to each Named Executive Officer as of December 31, 2023. Assumes the employment relationship is terminated by the Company for reasons other than for “Cause” (as defined in the severance agreement), death, disability, or by the executive for “Good Reason” (as defined in the severance agreement). For purposes of this analysis, we used the executive’s base salary as of December 31, 2023. The value of restricted stock is based on a share price of $20.28, the Company’s closing stock price on December 29, 2023. |

  125. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of our employees and the annual total compensation of Mr. Clay C. Williams, our Chief Executive Officer (our “CEO”): For 2023, our last completed fiscal year:

  126. CEO Pay Ratio

    | • | the median of the annual total compensation of all employees of our company (other than our CEO), was $58,875; and |

  127. CEO Pay Ratio

    | • | the annual total compensation of our CEO was $12,975,182. |

  128. CEO Pay Ratio

    Based on this information, for 2023 the ratio of the annual total compensation of Mr. Clay C. Williams, our Chief Executive Officer, to the median of the annual total compensation of all employees was 220 to 1. The annual total compensation of the Company’s CEO as reported above is the amount reported in the Summary Compensation Table. As detailed in footnote 1 to the Summary Compensation Table, this amount includes the aggregate grant date fair value of equity grants made to the Company’s CEO but does not reflect the value of equity awards actually earned by the Company’s CEO.

  129. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed fiscal years. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the applicable years. Note that for our Named Executive Officers (each an “NEO”) other than our CEO, compensation is reported as an average.

  130. Pay Versus Performance

    | Year | Summary Compensation Table Total Compensation for CEO(1) | Compensation Actually Paid to CEO(1)(2) | Average Summary Compensation Table Total Compensation for Other NEOs(1) | Average Compensation Actually Paid to Other NEOs(1)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) | Company- Selected Performance Measure - Adjusted EBITDA (millions) | | | | | | | Company Cumulative TSR | Peer Group Cumulative TSR(3) | | | | 2023 | $12,975,182 | $8,587,206 | $3,749,384 | $2,715,582 | $83.44 | $110.57 | $993 | $1,001 | | 2022 | $13,071,897 | $22,507,848 | $3,860,049 | $6,094,879 | $85.00 | $103.26 | $155 | $679 | | 2021 | $11,325,137 | $7,852,882 | $3,136,479 | $2,314,099 | $54.58 | $63.54 | -$250 | $229 | | 2020 | $11,035,255 | -$191,686 | $2,812,420 | $275,683 | $55.07 | $56.61 | -$2,542 | $350 |

  131. Pay Versus Performance

    | (1) The CEO in each of 2023, 2022, 2021 and 2020 is Williams. Other NEOs included in average compensation calculations disclosed for 2023, 2022 and 2021 include: Bayardo, Joseph, Rovig, Shelton. Other NEOs included in average compensation calculations disclosed for 2020 include: Bayardo, Rovig, Weinstock, Duff. (2) To calculate Compensation Actually Paid (“CAP”), the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation: |

  132. Pay Versus Performance Narrative

    Pay Versus Performance Narrative The following table identifies the four most important financial performance measures used by our Compensation Committee to link the compensation actually paid (“CAP”) to our CEO and other NEOs in 2023.

  133. Pay Versus Performance Narrative

    | Financial Performance Measures | | Adjusted EBITDA | | Energy Transition Revenue | | Relative TSR | | NVA (NOV Value Added) |

  134. Pay Versus Performance Narrative

    The following charts reflect how the CAP over the three-year period ended December 31, 2023 aligns to trends in the Company’s TSR, net income and Adjusted EBITDA results over the same period. In addition, the chart titled “CAP vs. TSR” reflects that NOV’s TSR over this three-year period tracks the same general trend as the SPSIOS TSR over the same period. In 2020, the negative CAP for our CEO and relatively low average compensation for our other NEOs was primarily impacted by stock price depreciation. The increases in CAP between 2020 and 2021 and between 2021 and 2022, in each case, were primarily driven by improved stock price performance, in each case, as compared to the prior year period.

  135. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Directors who are employees of the Company do not receive compensation for serving on the Board of Directors. The following table sets forth the compensation paid by the Company to its non-employee members of the Board of Directors for the year ended December 31, 2023.

  136. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash | Stock Awards (3) | Option Awards | Non- Equity Incentive Plan Comp | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Comp | Total | | Greg L. Armstrong | $122,500 | $180,000 | — | — | — | — | $302,500 | | Marcela E. Donadio | $130,000 | $180,000 | — | — | — | — | $310,000 | | Ben A. Guill | $107,500 | $180,000 | — | — | — | — | $287,500 | | James T. Hackett | $35,000(1) | — | — | — | — | — | $35,000 | | David D. Harrison | $110,000 | $180,000 | — | — | — | — | $290,000 | | Eric L. Mattson | $112,500 | $180,000 | — | — | — | — | $292,500 | | Melody B. Meyer | $61,250(2) | — | — | — | — | — | $61,250 | | William R. Thomas | $118,750 | $180,000 | — | — | — | — | $298,750 | | Robert S. Welborn | $117,500 | $180,000 | — | — | — | — | $297,500 |

  137. DIRECTOR COMPENSATION

    | (1) Mr. Hackett resigned from the Company’s Board of Directors effective April 16, 2023. The amount noted above reflects Mr. Hackett’s board fees for the first quarter of 2023. In connection with the resignation of Mr. Hackett on April 16, 2023, any shares of restricted stock awards/units that were not vested at the time of his resignation were cancelled and forfeited. |

  138. DIRECTOR COMPENSATION

    | (2) Ms. Meyer’s term of office ceased at the Company’s May 17, 2023 Annual Meeting. The amount noted above reflects Ms. Meyer’s board fees for the fourth quarter of 2022 paid in 2023 and board fees for the first quarter of 2023. The Compensation Committee also elected to accelerate the vesting for Ms. Meyer’s 2022 grant of restricted stock units (8,473) from May 24, 2023 to May 16, 2023. |

  139. DIRECTOR COMPENSATION

    | (3) The aggregate number of outstanding restricted stock units as of December 31, 2023 for each director are as follows: Mr. Armstrong – 12,000; Ms. Donadio – 12,000; Mr. Guill – 12,000; Mr. Hackett – 0; Mr. Harrison – 12,000; Mr. Mattson – 12,000; Ms. Meyer – 0; Mr. Thomas – 12,000, and Mr. Welborn – 12,000. Ms. Donadio elected to defer her 2023 restricted stock unit grant under the Company’s Director Non-Qualified Deferred Compensation Plan, which shall be distributed upon her termination of service. The amounts reported reflect the value of the restricted stock units based on the closing stock price on the applicable grant date (May 17, 2023). |

  140. Changes to Non-Employee Director Compensation

    Changes to Non-Employee Director Compensation On November 14, 2023, the Compensation Committee, with the consultation of Meridian, reviewed the Company’s non-employee director compensation program. The Compensation Committee engaged Meridian to analyze and review its current director compensation program. Meridian’s analysis found that the structure of the Company’s director pay program aligns well with prevailing market competitive practices. Meridian’s analysis also found that the mix of cash and equity retainers is at the peer median and the Company’s equity award practices is consistent with common peer company practices The Compensation Committee determined that all aspects of the Company’s non-employee director compensation program design were competitive and align with prevailing practice. On that basis, the Compensation Committee and the Board determined that no changes were required for the Company’s non-employee director compensation for 2024.

  141. Director Non-Qualified Deferred Compensation Program

    Director Non-Qualified Deferred Compensation Program On April 10, 2017, the Board adopted the Company’s Director Non-Qualified Deferred Compensation Plan. The plan is a nonqualified deferred compensation plan and participation is completely voluntary. Under the plan, non-employee Directors are permitted to defer all or part of their board retainers and meeting fees and all the shares of common stock underlying their restricted stock when they vest. If a non-employee Director elects to defer their board retainers and meeting fees under the plan, then the Director may elect to have his or her deferred cash compensation accumulate under an interest-bearing account maintained by the Company or receive deferred NOV Inc. common stock in lieu of their cash compensation on a quarterly basis. In such case, each quarterly cash retainer/meeting fee would be converted to the equivalent value of deferred stock. If a non-employee Director elects to defer receipt of the shares of common stock underlying his or her restricted stock when they vest, then those shares are retained as deferred stock under the plan. The deferred cash compensation will be held in an interest-bearing account. The account is credited quarterly with interest based on the 1-year treasury rate. The rate is reset each year based on the first published day in January. The deferred stock account and deferred restricted stock are credited quarterly with dividend equivalents based on the same dividend rate as the Company common stock. The dividend equivalents are converted into “phantom shares” at each dividend date based on the closing price of the Company’s stock. Dividend equivalents and phantom shares will be credited to the account and paid in cash at the time of distribution. Directors may choose to have their distributions begin either (1) on a specific date, or (2) upon the termination of service, each as designated at the time a deferral election is filed. Distributions under the plan may be made in a single distribution or in annual installments over a 1 to 5 year period as elected by the director. The deferred cash compensation will be paid in cash on the applicable distribution date. The deferred stock awards will be paid in the form of NOV stock on the applicable distribution date. Ms. Donadio elected to defer her 2023 restricted stock unit grant under the plan.