DEF 14A of Innovex International, Inc., Mar 28, 2025

DEF 14A of Innovex International, Inc.

Filed Mar 28, 2025 · FY20240001193125-25-067097

Open on EDGAR

  1. PROPOSAL 1 Election of Directors

    PROPOSAL 1 Election of Directors Our Board of Directors is divided into three classes, Class I, Class II and Class III, with staggered terms of office ending in 2025, 2026 and 2027, respectively. The term for each class expires on the date of the third annual stockholders’ meeting for the election of directors following the most recent election of directors for such class. Each director holds office until the next annual meeting of stockholders for the election of directors of their class or until their successor has been duly appointed or elected and qualified. Our Board of Directors has nominated each of Mr. Jupp, Ms. Lockhart and Mr. Turowsky for election as directors to serve a three-year term expiring on the date of the annual meeting of stockholders to be held in 2028 (or until a successor is duly appointed or elected and qualified). Each of Mr. Jupp, Ms. Lockhart and Mr. Turowsky currently serves as a member of our Board of Directors. Our Board of Directors has no reason to believe that any of Mr. Jupp, Ms. Lockhart and Mr. Turowsky will not be a candidate for director at the time of the annual meeting or will be unable to serve as director. If any of Mr. Jupp, Ms. Lockhart and Mr. Turowsky becomes unavailable for election, our Board of Directors can name a substitute nominee, and proxies will be voted for the substitute nominee pursuant to discretionary authority, unless withheld. This proposal is referred to herein as the “Election of Directors Proposal” or “Proposal 1”.

  2. Nominees for Class I Directors for Three-Year Term to Expire in 2028

    Nominees for Class I Directors for Three-Year Term to Expire in 2028 The following sets forth information concerning the nominees for election as directors at the annual meeting, including each nominee’s age as of March 18, 2025, position with us, business experience during the past five years and the experiences, qualifications, attributes or skills that caused our Nominating and Governance Committee and the Board to determine that the nominees should serve as directors of the Company. Terence Jupp. Mr. Jupp, age 65, has been a Class I director since November 2012. Mr. Jupp serves as chair of the Compensation Committee. Mr. Jupp serves as Managing Director of EIG Global Energy Partners, a global energy investment firm, a position he has held since April 2015. Mr. Jupp has served as Chief Operating Officer of Breakwater Energy, an EIG subsidiary that holds oil and gas interests, since September 2022, and as Chief Operating Officer of MidOcean Energy, an EIG-controlled LNG company, since October 2022. From April 2015 until March 2021, he was the Chief Operating Officer of Harbour Energy Ltd., a company that was owned by EIG and that held and operated upstream and midstream energy assets globally. Earlier in his career, Mr. Jupp was employed by Anadarko Petroleum as Vice President International Operations—Americas/Far East following its acquisition of Kerr-McGee Oil and Gas. While with Kerr-McGee, he served in various management positions domestically and internationally, including as Vice President—International Exploration and Production. Mr. Jupp serves as a director of Maverick Natural Resources, LLC, a private oil and gas company focused on long-lived reserves in the U.S., and previously served as a director of Chrysaor Holdings Limited, a private oil and gas company that was the largest oil and gas producer in the UK North Sea. Mr. Jupp holds a Bachelor of Science degree in petroleum engineering from Texas A&M University. Mr. Jupp was selected to serve as a director due to his executive experience with oil and gas exploration companies, including his international experience in the energy industry. Carri Lockhart. Ms. Lockhart, age 53, has been a Class I director since March 2022. Ms. Lockhart is a member of the Audit Committee, and serves as chair of the Nominating and Governance Committee. From June 2021 until March 2022, Ms. Lockhart was Executive Vice President of Technology, Digital and Innovation at Equinor ASA. From August 2018 until June 2021, she was Senior Vice President—Development & Production International Portfolio and Partner Operations at Equinor and from May 2016 until August 2018, she was Senior Vice President—Development Production Offshore US (which also included Mexico offshore operations) at Equinor. Prior to joining Equinor in 2016, Ms. Lockhart was employed by Marathon Oil Company for over 20 years in various management, operational and technical positions both domestically and internationally, including as Regional Vice President—Eagle Ford, Regional Vice President—Bakken and Regional Vice President—United Kingdom. Ms. Lockhart also serves as a director of The Williams Companies, Inc., an energy infrastructure company, and Ascent Resources, LLC, an oil and gas company focused on production in the Utica Shale. Ms. Lockhart holds a Bachelor of Science degree in petroleum engineering from Montana Technological University. Ms. Lockhart was selected to serve as a director due to her executive experience in energy transition, innovation and digital matters, her executive experience within the oil and gas industry and her international experience. Jason Turowsky. Mr. Turowsky, age 45, has been a Class I director since September 2024 and served as a member of the board of directors of Legacy Innovex (the “Legacy Innovex Board”) from March 2021 to September 2024. Mr. Turowsky is a member of the Compensation Committee. Mr. Turowsky is the Co-Managing Partner of Amberjack, a firm he joined in 2013, and oversees investments in numerous oilfield services companies. From 2003 to 2013, Mr. Turowsky served in various positions at Falconhead Capital LLC, a New York-based private equity fund focused on investments across a wide range of industries. From 2001 to 2003, Mr. Turowsky served as an investment banking analyst for UBS Group AG, where he advised on capital markets transactions and mergers and acquisitions. Mr. Turowsky holds a Bachelor of Arts in Economics from the University of Pennsylvania. Mr. Turowsky was selected to serve as a director due to his significant investment experience in energy services companies and professional experience with corporate governance, finance, financial reporting and risk assessment.

  3. Information Concerning Class II and Class III Directors

    Information Concerning Class II and Class III Directors The following sets forth information concerning the Class II and Class III directors whose present terms of office will expire at the 2026 and 2027 annual meetings of stockholders, respectively, including each director’s age as of March 18, 2025, position with us, if any, business experience during the past five years and the experiences, qualifications, attributes or skills that caused our Nominating and Governance Committee and the Board to determine that the nominees should serve as directors of the Company.

  4. Class II

    Class II John Lovoi. Mr. Lovoi, age 64, has been a Class II director since May 2005 and Chair of the Board since October 2011. Mr. Lovoi is a member of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee of the Board. He is the Managing Partner of JVL Advisors LLC, a private energy investment company established in 2002. From January 2000 to August 2002, Mr. Lovoi was a Managing Director at Morgan Stanley Incorporated, and during this period served as head of the firm’s Global Oil and Gas Research practice and then as head of the firm’s Global Oil and Gas Investment Banking practice. From 1995 to 2000, he was a leading oilfield services and equipment research analyst for Morgan Stanley. Prior to joining Morgan Stanley, he spent two years as a senior financial executive at Baker Hughes and four years as an energy investment banker with Credit Suisse First Boston. Mr. Lovoi also serves as a director of Helix Energy Solutions Group, an energy services company, and as chair of the board of directors of Epsilon Energy, Ltd., an oil and gas company based in Canada. Mr. Lovoi holds a Bachelor of Science degree in chemical engineering from Texas A&M University and an MBA degree from the University of Texas. Mr. Lovoi was selected to serve as a director due to his financial expertise and energy industry insight, as well as his experience as a director of other public companies. Will Donnell. Mr. Donnell, age 37, has been a Class II director since March 2025. Mr. Donnell has served as Managing Director for Amberjack, a firm he joined in 2013, and oversees investments in numerous oilfield services companies. From 2013 to 2016, Mr. Donnell served in various positions for PPHB, LP, a Houston-based investment bank focused on transactions within the energy industry, where he advised on mergers and acquisitions. Mr. Donnell holds a Master of Science in Finance from the University of Texas at Austin and a Bachelor of Arts in Business Administration from Rhodes College. Mr. Donnell was selected to serve as a director due to his significant investment experience in energy services companies and professional experience with corporate governance, finance, financial reporting and risk assessment. Angie Sedita. Ms. Sedita, age 55, has been a Class II director since September 2024 and served as a member of the Legacy Innovex Board from December 2022 to September 2024. Ms. Sedita is a member of the Audit Committee and the Nominating and Governance Committee. From 2018 to 2021, Ms. Sedita served as Managing Director and Lead Equity Analyst for Goldman Sachs & Co. covering the oilfield service and contract drilling sector. From 2009 to 2018, she served as a Managing Director, Senior Equity Analyst covering the energy sector at UBS. Prior to Joining UBS, from 2008 to 2009, Ms. Sedita served as Senior Equity Analyst—Managing Director for Macquarie Capital. From 2000 to 2008, Ms. Sedita served as Senior Equity Analyst—Senior Vice President for Lehman Brothers Inc. covering the energy sector. From 1992 to 1999, Ms. Sedita served as an Energy Equity Analyst for A.G. Edwards & Sons, Inc., now Wells Fargo. She holds a Master of Business Administration from Saint Louis University and a Bachelor of Science in Business Administration from the University of Missouri. Ms. Sedita is NACD Directorship Certified, by the National Association of Corporate Directors. Ms. Sedita was selected to serve as a director due to her significant professional expertise, particularly her nearly thirty years of experience in the financial markets covering the energy sectors.

  5. Class III

    Class III Adam Anderson. Mr. Anderson, age 49, has been a Class III director since September 2024 and has served as Chief Executive Officer of the Company since the closing of the Merger. Mr. Anderson was the Chief Executive Officer of Legacy Innovex and its subsidiaries from November 2016 until the closing of the Merger and led Legacy Innovex by focusing on strategic growth and acquisitions, using conventional, innovative and proprietary technologies to support upstream onshore and offshore activities worldwide. From 2014 to 2016, Mr. Anderson served as Chief Executive Officer of Team Oil Tools, LP, a designer, manufacturer and installer of completions products for the oil and natural gas sector. From 2002 to 2014, Mr. Anderson served in several senior management roles for Baker Hughes Company, an oilfield services company, including Vice President of the Western U.S. Division, President of Latin America, Vice President of the U.S. Completions Division, Country Manager for Saudi Arabia, overseeing more than 3,000 employees and more than $1 billion in revenues, and Vice President of Investor Relations. Mr. Anderson holds a Master of Business Administration from Duke University and a Bachelor of Science in Petroleum Engineering from Colorado School of Mines. Mr. Anderson was selected to serve as a director due to his instrumental track record in leading the Company’s strategic growth and acquisitions and his vast experience in the oilfield service industry. Bonnie S. Black. Ms. Black, age 53, has been a Class III director since September 2024 and served as a member of the Legacy Innovex Board from September 2023 to September 2024. Ms. Black is a member of the Compensation Committee. Previously, Ms. Black served as Executive Vice President of Technology, Operations Support for Pioneer Natural Resources from 2022 to June 2024, as Senior Vice President of Technology and Operations Support for Pioneer Natural Resources from 2022 to 2023, Vice President of Drilling for Pioneer Natural Resources from 2019 to 2022, as Vice President of Well Planning and Permitting for Pioneer Natural Resources from 2015 to 2019, and as Vice President of Environmental and Sustainable Development for Pioneer Natural Resources from 2012 to 2015. From 2007 to 2012, Ms. Black served as Health, Safety and Environmental Manager for Pioneer Natural Resources. She served as a member of the Undergrad Practice Opportunities Program Advisory Board of Massachusetts Institute of Technology from 2017 to 2024. She holds a Bachelor of Science in Civil Engineering from Texas A&M University and is a registered Professional Engineer specializing in Environmental Engineering in the State of Oklahoma. Ms. Black was selected to serve as a director due to her extensive experience in the E&P industry, mergers and acquisitions, strategic planning, risk management and regulatory matters. Benjamin M. Fink. Mr. Fink, age 54, has been a Class III director since July 2024. Mr. Fink serves as chair of the Audit Committee. Mr. Fink was Executive Vice President and Chief Financial Officer of Anadarko Petroleum Corporation from November 2018 until its acquisition by Occidental Petroleum Corporation in August 2019. He served as Chairman of NYSE-listed Western Gas Partners, LP and Western Gas Equity Partners L.P. from 2018 to 2019, as the President & CEO of both entities from 2017 to 2018, and as their Senior Vice President and Chief Financial Officer from 2009 to 2017. Mr. Fink served as an independent director and Audit Committee Chairman of Zimmer Energy Acquisition Corp., a Nasdaq-listed blank check company formed to seek investment opportunities in the energy transition space, from June 2021 to June 2023. Mr. Fink also currently serves on the board of directors of the parent companies of Salt Creek Midstream, LLC, a leading gatherer and processor of natural gas and crude oil in the Permian Basin. Mr. Fink received a B.S. degree in Economics from the Wharton School of the University of Pennsylvania and earned the Chartered Financial Analyst (CFA) designation from the CFA Institute. Mr. Fink was selected to serve as a director due to his financial expertise and executive experience with public companies in the energy sector.

  6. CORPORATE GOVERNANCE MATTERS

    CORPORATE GOVERNANCE MATTERS

  7. Board Independence and Leadership Structure

    Board Independence and Leadership Structure We have a majority independent Board and split Chief Executive Officer and chairperson roles, factors which are aligned with long-term stockholder interests. Our Corporate Governance Guidelines include the Company’s policies regarding the Board of Directors, including but not limited to, director qualifications and responsibilities, election of directors, director compensation, and stock ownership guidelines. Our Code of Business Conduct and Ethical Practices articulates our corporate values and explains how they should guide ethical decision-making for all of our employees, officers, directors, and subsidiaries. It is designed to ensure that how we do business is fully aligned with our values and applicable laws and regulations in regions and countries that we operate in. Our Code of Business Conduct and Ethical Practices applies to all directors, officers, and employees of the Company and is the foundation of our compliance program. Our Anti-Bribery Policy prohibits all forms of bribery, including the payment of money, offers, gifts, promises to give, or authorizations of the giving of anything of value to any foreign official (including employees of foreign national oil companies) for the purpose of securing a business advantage. The Board does not have a policy requiring either that the positions of the Chair of the Board and the Chief Executive Officer should be separate or that they should be occupied by the same individual. The Board believes that this issue is properly addressed as part of the succession planning process and that it is in the best interests of the Company for the Board to make a determination on the matter when it elects a new chief executive officer or at other times consideration is warranted by circumstances. The Board believes that this structure enables it to fulfill its oversight role in determining the manner in which its leadership is configured with a view toward flexibility and maintaining a structure that best serves our Company and its stockholders. The Board believes that the current separation of these two important roles is in the best interest of the Company and its stockholders at this time. This structure permits the Chair of the Board to direct board operations and lead the Board in its oversight of management and the Chief Executive Officer to develop and implement the Company’s board-approved strategic vision and manage its day-to-day business. The separation of duties also allows Mr. Lovoi and Mr. Anderson to focus on their responsibilities as Chair of the Board and Chief Executive Officer, respectively. The Board believes that the independent board chair helps provide an opportunity for Board members to provide more direct input to management in shaping our organization and strategy and strengthens the Board’s independent oversight of management. To that end, our non-management directors hold regular executive sessions at which our management is not in attendance. Mr. Lovoi, as Chair of the Board, presides at these sessions.

  8. Board’s Role in the Oversight of Risk Management

    Board’s Role in the Oversight of Risk Management The Board: The Board of Directors has ultimate oversight responsibility for our system of enterprise risk management. Management is responsible for developing and implementing our program of enterprise risk management. Audit Committee: The Audit Committee has been designated to take the lead in overseeing our risk management process and overall risk management system at the Board level. Accordingly, the Audit Committee meets periodically with management to review our major risk exposures, including risks associated with information technology, cybersecurity and data privacy and protection, and the steps management has taken to monitor and control those exposures. The Audit Committee also monitors our risk management policies and guidelines concerning risk assessment and risk management. In this role, the Audit Committee receives reports from management and other advisors and analyzes our risk management process and system, the nature of the material risks we face and the adequacy of our policies and procedures designed to respond to and mitigate these risks. Compensation Committee: The Compensation Committee has made an assessment of whether compensation policies and practices create risks that are reasonably likely to have a material adverse effect on us and has concluded that they do not create such risks as presently constituted.

  9. Determinations of Director Independence

    Determinations of Director Independence Under rules adopted by the NYSE, no board member qualifies as independent unless the Board of Directors affirmatively determines that the director has no material relationship with us. In evaluating each director’s independence, the Board considers all relevant facts and circumstances in making a determination of independence. In particular, when assessing the materiality of a director’s relationship with us, the Board considers the issue not merely from the standpoint of the director, but also from the standpoint of persons or organizations with which the director has an affiliation. As contemplated by the rules of the NYSE then in effect, the Board adopted categorical standards in 2004 to assist the Board of Directors in making independence determinations. As set forth in our Corporate Governance Guidelines, a relationship falls within the categorical standard of independence if it:

  10. Determinations of Director Independence

    | • | is not a type of relationship that would preclude a determination of independence under Section 303A.02(b) of the New York Stock Exchange Listed Company Manual; |

  11. Determinations of Director Independence

    | • | consists of charitable contributions by us to an organization where a director is an executive officer and does not exceed the greater of $1 million or 2% of the organization’s gross revenue in any of the last three years; or |

  12. Determinations of Director Independence

    | • | is not a type of relationship that would require disclosure in the proxy statement under Item 404 of Regulation S-K of the SEC. |

  13. Determinations of Director Independence

    In its determination of independence, the Board of Directors reviewed and considered all relationships and transactions between each director, their family members or any business, charity or other entity in which the director has an interest, on the one hand, and we, our affiliates, or our senior management has an interest, on the other. The Board considered the relationships and transactions in the context of the NYSE’s objective listing standards, the categorical standards noted above and the additional standards established for members of audit, compensation and governance committees. As part of its review, the Board considered the following:

  14. Determinations of Director Independence

    | • | Ms. Black was employed until June 2024 as an executive officer at Pioneer Natural Resources, Inc. (“Pioneer”), which is a customer of the Company. Total revenue earned from Pioneer, during the period of time in which Pioneer was considered a related party, for the year ended December 31, 2024 was $5.7 million. |

  15. Determinations of Director Independence

    The Board has concluded that the transactions with Pioneer and relationships do not adversely affect the ability or willingness of Ms. Black to act in the best interests of the Company and its stockholders or otherwise compromise her independence, nor are similar transactions in the future expected to adversely affect her independence. The Board took note of the fact that these transactions were ordinary course transactions on standard terms and conditions and that neither company was afforded any special benefits. The Board further noted that Ms. Black had no involvement in negotiating the terms of the transactions. As a result of this review, the Board of Directors affirmatively determined that Ms. Black, Mr. Donnell, Mr. Fink, Mr. Jupp, Ms. Lockhart, Mr. Lovoi, Ms. Sedita and Mr. Turowsky are independent from us and our management. In addition, the Board of Directors affirmatively determined that (i) Mr. Fink, Ms. Lockhart, Mr. Lovoi and Ms. Sedita are independent under the additional standards for audit committee membership under rules of the SEC and (ii) Ms. Black, Mr. Jupp, Mr. Lovoi and Mr. Turowsky are independent under the additional standards for compensation committee membership under rules of the SEC. Mr. Anderson is not independent because of his current service as a member of our senior management. You can access our Independence Guidelines in our Corporate Governance Guidelines on the Investors section of our website at www.innovex-inc.com.

  16. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  17. Director Compensation Table

    Director Compensation Table The following table sets forth a summary of the compensation paid to our non-employee directors in relation to 2024:

  18. Director Compensation Table

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) (3) | Total | | John V. Lovoi | $282,500 | $267,564 | $550,064 | | Terence B. Jupp | $90,000 | $266,084 | $356,084 | | Steven L. Newman(5) | $87,500 | $122,269 | $209,769 | | Amy B. Schwetz(6) | $23,750 | $156,899 | $180,649 | | Darryl K. Willis(7) | $56,250 | $145,213 | $201,463 | | Carri. A Lockhart | $127,250 | $244,363 | $371,863 | | Angie Sedita | $39,130 | $218,750(4) | $257,880 | | Bonnie S. Black | $39,130 | $218,750(4) | $257,880 | | Benjamin M. Fink | $23,750 | $33,828 | $57,578 | | Patrick Connelly | $4,891 | — | $4,891 | | Jason Turowsky | $4,891 | — | $4,891 |

  19. Director Compensation Table

    | (1) Amounts include fees that each director elected to take in the form of restricted stock. Each director taking fees in the form of restricted stock receives his or her award in an amount equal to 125% of the cash equivalent of his or her fees. This 25% incremental value for awards granted in 2024 has been reflected in the column entitled “Stock Awards”. |

  20. Director Compensation Table

    | (2) Amounts reflect the aggregate grant date fair value of restricted stock awarded to each of the directors in 2024 with respect to their annual grants and, if applicable, shares of restricted stock granted on March 18, 2024, under the 2017 Incentive Plan as well as the portion of the restricted stock issued in 2024 in lieu of cash fees representing a 25% incremental value over the foregone cash fees. If a non-employee director elects to receive restricted stock for their fees relating to the fourth quarter of the fiscal year, such shares of restricted stock are granted during the first quarter of the subsequent fiscal year. As such, this column includes restricted stock issued in lieu of fees pertaining to the fourth quarter of 2023 but excludes restricted stock issued in January of 2025 pertaining to foregone fees for the fourth quarter of 2024. |

  21. Director Compensation Table

    The aggregate grant date fair values are computed in accordance with FASB ASC 718, “Share-Based Payment” (“ASC 718”), for the following shares of restricted stock granted during 2024 (which includes the annual equity grant as well as the 25% incremental portion of the quarterly grants as included in the Stock Awards column above, as well as the shares of restricted stock granted on March 18, 2024 to each of Messrs. Lovoi, Jupp, Newman and Willis and Mses. Lockhart and Schwetz):

  22. Director Compensation Table

    | Name | Restricted Stock | | John V. Lovoi | 12,241 | | Terence B. Jupp | 9,483 | | Steven L. Newman | 5,197 | | Amy B. Schwetz | 6,618 | | Darryl K. Willis | 6,457 | | Carri. A Lockhart | 11,164 | | Angie Sedita | 12,578 | | Bonnie S. Black | 12,578 | | Benjamin M. Fink | 2,022 |

  23. Director Compensation Table

    Assumptions used in the calculation of these amounts are included in footnote 14 to our audited consolidated financial statements for the fiscal year ended December 31, 2024, included in our Annual Report on Form 10-K filed with the SEC on March 3, 2025.

  24. Director Compensation Table

    | (3) The aggregate number of shares of restricted stock outstanding on December 31, 2024, including restricted stock issued in lieu of cash fees pursuant to the director stock compensation program, held by each director is set forth immediately below. All restricted stock awards held by the Dril-Quip non-employee directors that were outstanding prior to the consummation of the Merger automatically vested upon the consummation of the Merger. |

  25. Director Compensation Table

    | Name | Total Restricted Stock | | John V. Lovoi | 1,862 | | Terence B. Jupp | 1,915 | | Carri A. Lockhart | 1,809 | | Steven L. Newman | — | | Amy B. Schwetz | — | | Darryl K. Willis | — | | Angie Sedita | 12,578 | | Bonnie S. Black | 12,578 | | Benjamin M. Fink | 2,022 |

  26. Director Compensation Table

    | (4) In connection with entering into the Merger Agreement, on March 15, 2024, Mses. Sedita and Black were granted 12,578 continuing RSUs (as defined below) under the terms and conditions of the Legacy Innovex LTIP (as defined below) and a grant notice and RSU award agreement. The grant notice and RSU award agreements for Mses. Sedita and Black provide that the continuing RSUs will vest in substantially equal installments on each of the date that is six months following the Closing Date, the first anniversary of the Closing Date and the second anniversary of the Closing Date, subject generally to continued service on the Board through each applicable vesting date. Amounts reflect the aggregate grant date fair value of continuing RSUs granted to Mses. Sedita and Black. |

  27. Director Compensation Table

    | (5) On March 15, 2024, Mr. Newman expressed his intent to retire and to not stand for re-election as a member of the Board of Directors effective as of the 2024 Annual Meeting. |

  28. Director Compensation Table

    | (6) Ms. Schwetz resigned from the Board on May 17, 2024. |

  29. Director Compensation Table

    | (7) In connection with the consummation of the Merger, Mr. Willis delivered a letter effectuating his resignation as a director of the Company on September 9, 2024. |

  30. Purposes of the Executive Compensation Program

    | • | align executive compensation with Company and individual performance and appropriate peer group comparisons; |

  31. Purposes of the Executive Compensation Program

    | • | produce long-term, positive results for our stockholders; |

  32. Purposes of the Executive Compensation Program

    | • | provide market-competitive compensation and benefits that will enable us to attract, motivate and retain a talented workforce. |

  33. Overview of Executive Compensation and our Compensation Process

    | • | set competitive pay practices; |

  34. Overview of Executive Compensation and our Compensation Process

    | • | annual cash incentive awards; |

  35. Overview of Executive Compensation and our Compensation Process

    | • | equity-based long-term incentive compensation; and |

  36. Overview of Executive Compensation and our Compensation Process

    | • | severance benefits for certain terminations of employment. |

  37. Role of Consultants

    Role of Consultants The Committee has the authority to engage a third-party consultant at any time, and has continued to engage Meridian Compensation Partners, LLC (“Meridian”), to provide independent advice on executive compensation and evaluate and recommend appropriate modifications to our compensation program consistent with our program’s objectives. Meridian reports directly to the Committee, which pre-approves the scope of work and the fees charged. The Committee reviewed and assessed Meridian’s independence and performance in order to confirm that it was independent and met all applicable regulatory requirements. In October 2023, Meridian evaluated the base salary and annual and long-term incentive compensation of the Dril-Quip NEOs. The peer group data used in October 2023 in relation to compensation for the Dril-Quip NEOs for 2024 was the same peer group used by Meridian in its October 2022 report to the legacy compensation committee of Dril-Quip, and consisted of the following 13 publicly traded oilfield services and equipment companies:

  38. Role of Consultants

    | Core Laboratories N.V. | DMC Global Inc. | Expro Group Holdings N.V. | | Forum Energy Technologies, Inc. | Gulf Island Fabrication, Inc. | Helix Energy Solutions Group, Inc. | | Newpark Resources, Inc. | Nine Energy Service, Inc. | Oceaneering International, Inc. | | Oil States International, Inc. | SEACOR Marine Holdings Inc. | TETRA Technologies, Inc. | | Tidewater Inc. | | |

  39. Role of Consultants

    Following the closing of the Merger, in 2024, at the direction of the Committee, Meridian evaluated the base salary and annual and long-term incentive compensation of the Legacy Innovex NEOs. As it had done in prior years for the legacy compensation committee of Dril-Quip, Meridian used publicly available data from a peer group of oilfield service companies to assist in that analysis. The peer group data used in 2024 in relation to compensation for the Legacy Innovex NEOs for 2025 consisted of the following 13 publicly traded oilfield services and equipment companies:

  40. Role of Consultants

    | Core Laboratories N.V. | DMC Global Inc. | Expro Group Holdings N.V. | | Forum Energy Technologies, Inc. | Cactus, Inc. | Helix Energy Solutions Group, Inc. | | Newpark Resources, Inc. | KLX Energy Services Holdings, Inc. | Oceaneering International, Inc. | | Oil States International, Inc. | RPC, Inc. | TETRA Technologies, Inc. | | Tidewater Inc. | | |

  41. Role of Consultants

    This peer group represents a group of companies in the oilfield services industry of comparable size to the Company based on measures such as enterprise value, revenues, market capitalization and assets. We believe that the use of this group as a reference for evaluating our compensation policies helps align us with our peers and competitors and ensure our compensation program remains competitive when compared to our competition for executive talent. We also believe this group of companies provides a sufficiently large and consistent data set that is generally not subject to wide changes or volatile swings in compensation data.

  42. General

    | • | annual incentive compensation in the form of cash bonuses; |

  43. General

    | • | long-term stock-based incentive compensation ; and |

  44. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation Our annual incentive compensation program provides a cash award that is designed to link each employee’s compensation to the achievement of annual performance objectives for the Company, as well as to recognize the employee’s performance during the year. For 2024, the named executive officers participated in either the Dril-Quip annual incentive program or the Legacy Innovex annual incentive program, as applicable and as discussed below. Dril-Quip prior to the Merger In February 2024, the Dril-Quip compensation committee approved cash incentive compensation criteria under our 2017 Incentive Plan for executive officers for their performance in 2024 (the “2024 Dril-Quip Bonus Criteria”). Under the 2024 Dril-Quip Bonus Criteria, each Dril-Quip NEO’s cash incentive compensation award for 2024 performance was calculated based on:

  45. Annual Cash Incentive Compensation

    | • | Financial performance metrics comprised of (A) our Adjusted EBITDA for the year (weighted 80%), which is a non-GAAP financial measure calculated as net income excluding income taxes, interest income and expense, depreciation and amortization expense, non-cash gains or losses from foreign currency exchange rate changes, as well as other significant non-cash items and other adjustments for certain charges and credits, and (B) our Free Cash Flow for the year (weighted 20%), which refers to net cash provided by operating activities minus capital expenditures; |

  46. Annual Cash Incentive Compensation

    | • | A safety performance metric that operates to reduce the final payout received by the Dril-Quip NEOs by up to 10% if the number of reportable incidents exceeds a certain number of incidents; and |

  47. Annual Cash Incentive Compensation

    | • | the annual cash incentive target amounts for each Dril-Quip NEO, which were set by the Dril-Quip compensation committee. |

  48. Annual Cash Incentive Compensation

    In October 2023, the Dril-Quip compensation committee approved the following annual cash incentive target amounts for Dril-Quip, which were unchanged from the prior year:

  49. Annual Cash Incentive Compensation

    | Dril-Quip NEO | Annual Target Cash Incentive Target Amount (% of Base Salary) | | Jeffrey J. Bird | 100% | | Kyle F. McClure | 80% | | James C. Webster | 80% | | Donald M. Underwood | 60% |

  50. Annual Cash Incentive Compensation

    The Dril-Quip compensation committee set the maximum payout opportunity for each Dril-Quip NEO at 200% of the officer’s target bonus and the payout for target performance at 100%. At the beginning of 2024, Mr. Bird proposed, and the Dril-Quip compensation committee approved, Dril-Quip’s budget for 2024, including the Adjusted EBITDA and Free Cash Flow targets that would apply under the annual incentive plan. Adjusted EBITDA and Free Cash Flow, as set forth below, were chosen by the Dril-Quip compensation committee as the relevant company financial performance metrics for the 2024 annual cash incentive awards in an effort to focus management on improving operating efficiencies and bookings. Performance below threshold would have resulted in zero payout for the applicable metric.

  51. Annual Cash Incentive Compensation

    | | Adjusted EBITDA (80% of Annual Cash Incentive Determination) | | | | Adjusted EBITDA(1) | Adjusted EBITDA Bonus Target Multiplier | | Maximum | $90,000,000 | 200% | | Target | $75,000,000 | 100% | | Threshold | $60,000,000 | 50% |

  52. Annual Cash Incentive Compensation

    | | Free Cash Flow (20% of Annual Cash Incentive Determination) | | | | Free Cash Flow(2) | Free Cash Flow Multiplier | | Maximum | $40,000,000 | 200% | | Target | $20,000,000 | 100% | | Threshold | $5,000,000 | 50% |

  53. Annual Cash Incentive Compensation

    | (1) Adjusted EBITDA is net income excluding income taxes, interest income and expense, depreciation and amortization expense, and adjusted to remove any one-time irregular items, whether gains or losses, including but not limited to stock-based compensation, significant litigation expense, goodwill impairments, asset write-downs, gain on any sale or divestiture of assets or businesses, restructuring costs and foreign exchange gains or losses. |

  54. Annual Cash Incentive Compensation

    | (2) Free Cash Flow is the net cash provided by operating activities (as reflected in the Company’s Consolidated Statement of Cash Flows) minus capital expenditures. |

  55. Annual Cash Incentive Compensation

    The safety metric for 2024 was set at no more than eight recordable incidents based on a 5-year average of 13.6 incidents per year. The final annual cash incentive payouts are determined using the following formula: target incentive (%) multiplied by Adjusted EBITDA Target Multiplier x 80% plus Free Cash Flow Multiplier x 20% minus up to 10% safety multiplier = 2024 final payout. Interpolation is used for determining the Adjusted EBITDA and the Free Cash Flow Multiplier in the event of achievement between threshold and target or between target and maximum levels. The Committee applies discretion in determining the amount of any bonus reduction in the event that the safety modifier is triggered. As further discussed below, due to the fact that each of the Dril-Quip NEO’s employment was terminated without cause as of the closing of the Merger, pursuant to their employment agreements, each Dril-Quip NEO earned a lump sum cash payment equal to a pro rata portion of the Dril-Quip NEO’s target annual bonus for 2024 equal to the number of business days from January 1, 2024 to the closing of the Merger divided by 260. Legacy Innovex Pursuant to their employment agreements, each Legacy Innovex NEO is eligible to receive an annual cash bonus based on achievement of EBITDA goals established by the board of directors of Legacy Innovex with a target annual incentive opportunity calculated as a percentage of their respective annual salary. For 2024, Messrs. Anderson, Reddout, and Reed were eligible to earn an annual performance-based bonus based on achievement of certain goals (as discussed below), with an annual target bonus opportunity as a percentage of annual base salary equal to 100%, 60%, and 60%, respectively. For the Legacy Innovex NEOs, the target annual incentive opportunity originally granted for 2024 prior to the closing of the Merger was initially dependent on Legacy Innovex’s achievement of certain EBITDA goals, with no ability to earn above target if the EBITDA goal was not achieved. Historically, prior to the Merger, Legacy Innovex paid annual bonuses to the Legacy Innovex NEOs based on the achievement of EBITDA goals. In February 2024, for example, in light of Legacy Innovex’s achievement of its pre-determined goal of EBITDA of $130 million in 2023, the board of directors of Legacy Innovex approved bonus payments to each Legacy Innovex NEO in an amount equal to their annual target bonus opportunity for 2023. Following the Merger, on November 7, 2024, the Board determined to split the 2024 annual bonus program into two halves comprising of (i): a first half based solely on the first six months of 2024 performance of the pre-merger entity, Legacy Innovex, and (ii) a second half based solely on Company performance for the fourth quarter of 2024. The Board determined that the pre-merger entity, Legacy Innovex, satisfied the EBITDA goal with respect to the first half of the 2024 annual bonus program resulting in an expected payout of 50% of the Legacy Innovex NEO’s annual target bonus opportunity, subject, generally to their continued employment through the payment date. With respect to the second half component, the Legacy NEOs would be entitled to 25% of their annual target bonus opportunity only if the Company meets a threshold Adjusted EBITDA goal of $32 million with respect to the fourth quarter of 2024 and 50% of their annual target bonus opportunity if the Company meets its target Adjusted EBITDA goal of $40 million, subject to linear interpolation between threshold and target. No portion of the second half component would be payable if the threshold Adjusted EBITDA goal of $32 million was not achieved and in no event could a Legacy Innovex NEO earn more than 100% of the second half component if the Company exceeded its target Adjusted EBITDA goal of $40 million. In February 2025, in light of the Company’s achievement of Adjusted EBITDA of $49 million with respect to the fourth quarter of 2024, coupled with the Board’s determination that Legacy Innovex achieved the EBITDA goals with respect to the first half component, the Committee determined final bonus payouts of $550,000 for Mr. Anderson and $225,000 for Messrs. Reed and Reddout.

  56. Long-Term Stock-Based Incentive Compensation

    Long-Term Stock-Based Incentive Compensation In determining the amount, if any, of long-term incentive awards granted to our named executive officers and our other key employees, the Committee considers numerous factors, including, among others, the following:

  57. Long-Term Stock-Based Incentive Compensation

    | • | our financial and operating performance during the relevant period; |

  58. Long-Term Stock-Based Incentive Compensation

    | • | the executive’s contribution to our success; |

  59. Long-Term Stock-Based Incentive Compensation

    | • | the level of market competition for executives with comparable skills and experience; and |

  60. Long-Term Stock-Based Incentive Compensation

    | • | the total amount of long-term incentive awards granted to an executive over the course of his or her career, together with the retentive effect of additional long-term incentive awards. |

  61. Long-Term Stock-Based Incentive Compensation

    Dril-Quip Historically, the Committee granted annual awards in October of performance units and restricted stock shares to the Dril-Quip NEOs. Since the closing of the Merger occurred prior to October, none of the Dril-Quip NEOs were granted any equity or equity-based incentive awards in 2024. However, in connection with the Dril-Quip NEOs’ termination of employment without cause effective as of the closing date of the Merger, each Dril-Quip NEO received accelerated vesting of outstanding restricted stock and performance unit awards, as further described below. For more information on these agreements, see “—Payments Upon Termination or Change-in-Control.” Legacy Innovex In connection with entering into the Merger Agreement, on March 15, 2024, Messrs. Anderson, Reed and Reddout were granted 50,225 RSUs under the Innovex Downhole Solutions, Inc. 2016 Long-Term Incentive Plan (the “Legacy Innovex LTIP”) (consisting of 225 RSUs that vested upon the closing of Merger (the “Innovex RSUs”) and 50,000 RSUs that were assumed by the Company and converted into an award covering a number of shares of common stock of the Company, rounded down to the nearest whole share, equal to the product of (a) the number of shares of Innovex common stock subject to such award and (b) the per share merger consideration of 2.0124697 (the “continuing RSUs”)), 18,875 RSUs (consisting of 125 Innovex RSUs and 18,750 continuing RSUs) and 18,975 RSUs (consisting of 225 Innovex RSUs and 18,750 continuing RSUs (the “2024 RSUs”)), respectively, under the terms and conditions of the Legacy Innovex LTIP and a grant notice and RSU award agreement. The Innovex RSUs granted as part of the 2024 RSUs vested immediately prior to, and contingent upon, the consummation of the Merger, and the continuing RSUs granted as part of the 2024 RSUs will vest over a period of two years following the closing date of the Merger with 331/3% of the continuing RSUs vesting on each of the dates that is six months following the closing date of the Merger, the first anniversary of the closing date of the Merger and the second anniversary of the closing date of the Merger, subject generally to continued employment through each applicable vesting date. In the event that a Legacy Innovex NEO’s employment is terminated without cause (as defined in the Legacy Innovex LTIP) (excluding due to death or disability) on or following the closing date of the Merger, the number of continuing RSUs due to vest on the next scheduled vesting date (i.e., 331/3% of the continuing RSUs) will accelerate and vest. With respect to 2025, subject to the stockholder approval of the 2025 LTIP (as defined below), the Compensation Committee is contemplating granting the Legacy Innovex NEOs RSUs consisting of 50% time-based RSUs and 50% performance-based RSUs, with the performance vesting being tied to both relative total shareholder return and Return on Capital Employed (ROCE).

  62. Other Benefits

    Other Benefits We provide our executive officers with other personal benefits that we believe are reasonable and consistent with our overall compensation program. The employment agreements of our named executive officers provide certain benefits upon termination or change-in-control, which are described under “—Payments Upon Termination or Change-in-Control.” We believe these benefits are consistent with those awarded by our peer group and are beneficial in retaining executives. These benefits are also intended to help ensure each named executive officer’s continued full attention to our business needs in the event we were to become the subject of the types of change in control transactions described in the agreements. We seek to provide benefit plans, such as medical, life and disability insurance, in line with market conditions. Executive officers are eligible for the same benefit plans provided to other employees, including insurance plans and supplemental plans chosen and paid for by employees who wish additional coverage. We also typically make contributions to the Dril-Quip, Inc. 401(k) Plan, which is a voluntary and contributory defined contribution plan for eligible employees. We do not have any special insurance plans for executive officers. Individual Agreements with Executive Officers We have entered into employment agreements with each of the Legacy Innovex NEOs. The employment agreements with the Legacy Innovex NEOs provide for severance payments and benefits in connection with certain qualifying terminations of employment. In connection with the Merger and pursuant to the terms and conditions of the Merger Agreement, each of the Dril-Quip NEOs were terminated without cause, effective as of the closing date of the Merger. Each Dril-Quip NEO became entitled to receive severance payments and benefits contingent upon the execution and non-revocation of a separation agreement and general release of claims (each a “Separation Agreement” and, collectively, the “Separation Agreements”). For more information on these agreements, see “—Payments Upon Termination or Change-in-Control.”

  63. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation of our named executive officers for services rendered in all capacities during 2022, 2023 and 2024. The Legacy Innovex NEOs were not named executive officer for 2022 and 2023 and, accordingly, only their respective 2024 compensation is shown.

  64. Summary Compensation Table

    | | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3)(4) | Total ($) | | Adam Anderson Chief Executive Officer | 2024 | 550,000 | — | 1,757,875 | 550,000 | 16,097 | 2,873,972 | | Kendal Reed Chief Financial Officer | 2024 | 357,692 | — | 660,625 | 225,000 | 11,550 | 1,254,867 | | Mark Reddout President-North America | 2024 | 357,692 | 333,333(5) | 664,125 | 225,000 | 41,554 | 1,621,704 | | Jeffrey J. Bird Former President and Chief Executive Officer | 2024 2023 2022 | 447,500 633,385 605,589 | — — — | — 2,610,810 2,827,526 | — 466,200 600,000 | 8,641,147 28,800 23,292 | 9,088,647 3,739,195 4,056,407 | | Kyle. F, McClure Former Vice President—Chief Financial Officer | 2024 2023 2022 | 316,039 421,728 403,726(6) | — — 200,000 | — 1,148,724 3,193,781 | — 248,640 300,000 | 4,117,105 28,524 21,338 | 4,443,144 1,847,616 4,118,844 | | James C. Webster Former Vice President—General Counsel and Secretary | 2024 2023 2022 | 275,385 383,385 363,726 | — — — | — 1,044,333 1,130,979 | — 224,960 270,000 | 3,499,500 28,800 23,092 | 3,774,885 1,681,478 1,787,797 | | Donald M. Underwood Former Vice President—Subsea Products | 2024 2023 2022 | 234,808 317,539 302,795 | — — — | — 417,705 452,402 | — 139,860 150,000 | 1,918,828 28,302 24,471 | 2,153,636 903,406 929,668 |

  65. Summary Compensation Table

    | (1) Amounts reflect the aggregate grant date fair value of restricted stock unit awards, restricted stock awards and performance unit awards granted in the applicable year as computed in accordance with ASC 718. |

  66. Summary Compensation Table

    | (2) Amounts shown for 2022 and 2023 with respect to the Dril-Quip NEOs reflect short-term incentive awards earned with respect to performance in the designated year and paid in the following year. Amounts shown for 2024 with respect to the Legacy Innovex NEOs reflect payment of annual bonuses February of 2025 with respect to performance in 2024. For more information regarding annual bonuses, please see “—Compensation Discussion and Analysis—Annual Cash Incentive Compensation”. |

  67. Summary Compensation Table

    | (3) The amounts shown for 2024 reflect an automobile allowance for each of the named executive officers (other than Mr. Reed) in the amount of $11,400 with respect to the Dril-Quip NEOs, $28,600 with respect to Mr. Reddout and $14,400 with respect to Mr. Anderson, matching contributions to 401(k) accounts, which were $10,350 for Mr. Reed, $10,350 for Mr. Reddout, $13,800 for Mr. Bird, $11,908 for Mr. McClure, $11,323 for Mr. Webster, and $9,324 for Mr. Underwood in 2024, cell phone reimbursements to the Legacy Innovex NEOs in an amount equal to $1,200 and the dollar value of long-term disability and group term life insurance premiums paid by the Company on behalf of Messrs. Anderson and Reddout in an aggregate amount equal to $497 and $1,404, respectively. |

  68. Summary Compensation Table

    | (4) The amounts shown for 2024 also reflect the actual payments and benefits that the Company provided to the Dril-Quip NEOs in connection with their termination of employment, pursuant to the terms of their respective Separation Agreements. For more information regarding payments received by the named executive officers upon termination, please see “—Payments Upon Termination or Change in Control—Payments Upon Termination of Employment for Dril-Quip NEOs”. |

  69. Summary Compensation Table

    | (5) Mr. Reddout’s employment agreement provides for the opportunity to receive a retention bonus in the aggregate amount of $1,000,000 to be paid in three substantially equal installments, subject to Mr. Reddout’s continued employment with Innovex. The first installment of $333,333.33 was paid on |

  70. Summary Compensation Table

    | March 3, 2023, the second installment of $333,333.33 was paid on March 8, 2024, and the third installment will be paid on or before April 1, 2025, subject to the Company’s achievement of 80% of its annual budgeted 2024 EBITDA number. |

  71. Summary Compensation Table

    | (6) Amount includes $20,000 of consulting fees paid pursuant to Mr. McClure’s consulting agreement. For more information regarding this arrangement, please see “—Compensation Discussion and Analysis”. |

  72. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table contains information with respect to the grant of plan-based awards during 2024.

  73. Grants of Plan-Based Awards

    | | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (2) | Grant Date Fair Value of Stock Awards ($)(3) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Adam Anderson | 3/15/2024 | 412,500 | 550,000 | 550,000 | 50,225 | 1,757,875 | | Kendal Reed | 3/15/2024 | 168,750 | 225,000 | 225,000 | 18,875 | 660,625 | | Mark Reddout | 3/15/2024 | 168,750 | 225,000 | 225,000 | 18,975 | 664,125 | | Jeffrey J. Bird | — | 325,000 | 650,000 | 1,300,000 | — | — | | Kyle F. McClure | — | 172,000 | 344,000 | 688,000 | — | — | | James C. Webster | — | 160,000 | 320,000 | 640,000 | — | — | | Donald M. Underwood | — | 99,000 | 190,000 | 396,000 | — | — |

  74. Grants of Plan-Based Awards

    | (1) For the Dril-Quip NEOs, the estimated payouts under non-equity incentive plan awards were based on the terms of the 2024 Bonus Criteria. The maximum payout amount (as shown in the Maximum column) was 200% of target for all of our named executive officers. The target payout amount (as shown in the Target column) was 100% of target for all of our named executive officers. The threshold payout amount (as shown in the Threshold column) was 50% of target for all of our named executive officers and is shown here without application of any reduction for the safety metric modifier. The safety metric modifier may result in a decrease of up to 10% of the otherwise applicable payouts. For the Legacy Innovex NEOs, the maximum and target payout amounts are equal to each Legacy Innovex NEO’s annual target bonus opportunity for 2024 and the threshold payout amount in equal to a reduction of 25% of each Legacy Innovex NEO’s annual target bonus opportunity in the event that the second half bonus component was satisfied at the threshold Adjusted EBITDA goal. For more information regarding annual bonuses, please see “—Compensation Discussion and Analysis—Annual Cash Incentive Compensation”. |

  75. Grants of Plan-Based Awards

    | (2) The Innovex RSUs granted to the Legacy Innovex NEOs on March 15, 2024 vested upon the closing of the Merger and the continuing RSUs will vest over a period of two years following the closing date of the Merger with 331/3% of the continuing RSUs vesting on each of the dates that is six months following the closing date, the first anniversary of the closing date and the second anniversary of the closing date, subject generally to continued employment through each applicable vesting date. No stock awards were granted to the Dril-Quip NEOs in 2024. Upon the closing of the Merger, the number of shares underlying the Innovex RSUs and the continuing RSUs were converted into a number of shares of our common stock equal to the number set forth in this column multiplied by the per share merger consideration of 2.0124697. |

  76. Grants of Plan-Based Awards

    | (3) Represents the full grant date fair value of the awards calculated in accordance with ASC 718. Assumptions used in the calculation of this amount are included in footnote 14 to our audited consolidated financial statements for the fiscal year ended December 31, 2024, included in our Annual Report on Form 10-K filed with the SEC on March 3, 2025. |

  77. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table immediately below sets forth information concerning the outstanding restricted stock unit awards held by each Legacy Innovex NEO as of December 31, 2024, with the market value based on the closing price per share of our common stock on December 31, 2024, the last trading day of the year. None of the Dril-Quip NEOs held any outstanding equity awards as of December 31, 2024.

  78. Outstanding Equity Awards at Fiscal Year-End

    | | Number of Shares of Stock That Have Not Vested | Market Value of Shares of Stock That Have Not Vested | | Adam Anderson | 173,887(a) | $2,429,201 | | | 100,623(b) | $1,405,703 | | Kendal Reed | 57,961(a) | $809,715 | | | 37,733(b) | $527,130 | | Mark Reddout | 37,733(b) | $527,130 |

  79. Outstanding Equity Awards at Fiscal Year-End

    | (a) These restricted stock unit awards granted on May 11, 2023 vest annually over four years with 25% of the units vesting on each of the first, second, third, and fourth anniversary of January 1, 2023, subject to continued employment through each applicable vesting. These RSUs fully accelerate and vest in the event of a “Liquidity Event” (as defined in the Legacy Innovex LTIP) and settle in shares of common stock within 30 days of the applicable vesting date, with any fractional shares settled in cash. |

  80. Outstanding Equity Awards at Fiscal Year-End

    | (b) The continuing RSUs will vest over a period of two years following the closing date of the Merger with 331/3% of the continuing RSUs vesting on each of the dates that is six months following the closing date of the Merger, the first anniversary of the closing date of the Merger and the second anniversary of the closing date of the Merger, subject generally to continued employment through each applicable vesting date. In the event that a Legacy Innovex NEO’s employment is terminated without cause (as defined in the Legacy Innovex LTIP) (excluding due to death or disability), the number of continuing RSUs due to vest on the next scheduled vesting date (i.e., 331/3% of the continuing RSUs) will accelerate and vest. |

  81. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The table immediately below indicates the number and value of stock awards vested and the number of options exercised and value realized on exercise, in each case, during 2024.

  82. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercises (#) (b)(c) | Value Realized on Exercise ($) (b)(c) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Adam Anderson | 231,422 | 3,327,088 | 58,416(a) | 1,015,255 | | Kendal Reed | 44,564 | 672,892 | 9,853(a) | 340,020 | | Mark Reddout | 134,815 | 1,862,538 | 453 | 7,194 | | Jeffrey J. Bird | — | — | 262,670 | 4,171,200 | | Kyle F. McClure | — | — | 142,279 | 2,259,391 | | James C. Webster | — | — | 110,618 | 1,756,614 | | Donald M. Underwood | — | — | 41,681 | 662,868 |

  83. Option Exercises and Stock Vested

    | (a) In addition to the Innovex RSUs, which vested upon the closing of the Mergers, this column includes a number of RSUs granted on May 11, 2023 that vested on January 1, 2024 before there was a market value for Legacy Innovex’s common stock (i.e., prior to the closing of the Merger), after giving effect to conversion to our common stock based on the per share merger consideration. |

  84. Option Exercises and Stock Vested

    | (b) Includes a number of stock options covering shares of Legacy Innovex common stock that were exercised on July 3, 2024, which were each granted with an exercise of $10.00 per stock option, after giving effect to conversion to our common stock based on the per share merger consideration. |

  85. Option Exercises and Stock Vested

    | (c) Pursuant to the Merger Agreement, each stock option covering shares of Legacy Innovex common stock that was outstanding and unexercised immediately prior to the Merger, was cancelled and converted into the right to receive a number of shares of our common stock equal to equal to (a)(i) the product of (1) the |

  86. Option Exercises and Stock Vested

    | number of shares of Legacy Innovex common stock subject to such stock options immediately prior to the Merger, (2) the per share merger consideration and (3) the average of the closing sale prices of a share of our common stock as reported on the NYSE for each of the 10 consecutive trading days ending on the sixth trading day prior to the closing date of the Merger (the “average Dril-Quip stock price”) less (ii) the aggregate exercise price of the shares of Legacy Innovex common stock subject to such stock option immediately prior to the Merger divided by (b) the average Dril-Quip stock price (rounded up to the nearest whole cent). |

  87. Payments Upon Termination or Change-in-Control

    Payments Upon Termination or Change-in-Control

  88. Payments Upon Termination of Employment for Dril-Quip NEOs

    Payments Upon Termination of Employment for Dril-Quip NEOs The following table quantifies the actual payments and benefits that the Company provided to the Dril-Quip NEOs in connection with their termination of employment, pursuant to the terms of their respective Separation Agreements.

  89. Payments Upon Termination of Employment for Dril-Quip NEOs

    | Dril-Quip NEOs | Unpaid Salary and Accrued Vacation Through the Date of Termination (1) | Cash Severance Payment (2) | Pro Rated Cash Incentive Amount (3) | Restricted Stock and Performance Unit Vesting (4) | Continued Insurance Coverage (5) | Total | | Jeffrey J. Bird | $36,616 | $3,900,000 | $429,975 | $4,171,200 | $78,156 | $8,615,947 | | Kyle F. McClure | $13,473 | $1,548,000 | $227,556 | $2,259,391 | $45,377 | $4,093,797 | | James C. Webster | $16,379 | $1,440,000 | $211,680 | $1,756,614 | $52,104 | $3,476,777 | | Donald M. Underwood | $1,718 | $1,056,000 | $130,977 | $657,305 | $52,104 | $1,898,104 |

  90. Payments Upon Termination of Employment for Dril-Quip NEOs

    | (1) Based on 48 hours of accrued vacation time. Under Company policy, vacation time cannot be carried over to the following year. |

  91. Payments Upon Termination of Employment for Dril-Quip NEOs

    | (2) Calculated using base salary and target annual cash incentive amount in effect as of the closing of the Merger (i.e., the separation date). |

  92. Payments Upon Termination of Employment for Dril-Quip NEOs

    | (3) Calculated using a target annual cash incentive amount multiplied by a fraction, the numerator of which is the number of business days from January 1, 2024 to September 9, 2024 and the denominator of which is 260. |

  93. Payments Upon Termination of Employment for Dril-Quip NEOs

    | (4) Calculated based on the number of unvested shares of restricted stock and unvested performance units that vested as of the separation date multiplied by the closing price of Dril-Quip common stock on September 9, 2024 ($15.88). |

  94. Payments Upon Termination of Employment for Dril-Quip NEOs

    | (5) Calculated based on assumptions used for financial reporting purposes under ASC 715-60. |

  95. Legacy Innovex NEOs

    | Adam Anderson | | | | | Payments Upon Termination | Without Cause or by the Executive for Good Reason and Not During the CEO Protected Period | Without Cause or By the Executive for Good Reason and During the CEO Protected Period | With Cause; Other than for Good Reason; Due to Death or Disability | | Unpaid Salary and Accrued Vacation Through Date of Termination (1) | $63,462 | $63,462 | $63,462 | | Base Salary Severance Payment (2) | $1,100,000 | $1,650,000 | 550,000 | | Pro Rated Cash Incentive Amount (3) | $550,000 | $550,000 | — | | Additional Cash Incentive Amount (3) | $1,100,000 | $1,650,000 | — | | RSU Vesting (4) | $2,914,462(4) | $3,834,904(5) | — | | Continued Insurance Coverage (6) | $45,377 | $68,066 | — | | Total | $5,773,301 | $7,816,432 | $613,462 |

  96. Legacy Innovex NEOs

    | Kendal Reed | | | | | Payments Upon Termination | Without Cause or By the Executive for Good Reason and Not During the Non- CEO Protected Period | Without Cause or By the Executive for Good Reason and During the Non-CEO Protected Period | With Cause; Other than for Good Reason; Due to Death or Disability | | Unpaid Salary and Accrued Vacation Through Date of Termination (1) | $43,269 | $43,269 | $43,269 | | Base Salary Severance Payment (2) | $375,000 | $750,000 | — | | Pro Rated Cash Incentive Amount (3) | $225,000 | $225,000 | — | | Additional Cash Incentive Amount (3) | $375,000 | $750,000 | — | | RSU Vesting | $706,274(4) | $1,336,845(5) | — | | Continued Insurance Coverage (6) | $7,031 | $14,062 | — | | Total | $1,731,574 | $3,119,176 | $43,269 |

  97. Legacy Innovex NEOs

    | Mark Reddout | | | | | Payments Upon Termination | Without Cause or By the Executive for Good Reason and Not During the Non-CEO Protected Period | Without Cause or By the Executive for Good Reason and During the Non-CEO Protected Period | With Cause; Other than for Good Reason; Due to Death or Disability | | Unpaid Salary and Accrued Vacation Through Date of Termination (1) | $43,269 | $43,269 | $43,269 | | Base Salary Severance Payment (2) | $375,000 | $750,000 | — | | Pro Rated Cash Incentive Amount (3) | $225,000 | $225,000 | — | | Additional Cash Incentive Amount (3) | $375,000 | $750,000 | — | | RSU Vesting | $351,420(4) | $527,130(5) | — | | Continued Insurance Coverage (6) | $15,461 | $30,922 | — | | Total | $1,385,150 | $2,326,321 | $43,269 |

  98. CEO Pay Ratio

    CEO Pay Ratio The table below sets forth comparative information regarding:

  99. CEO Pay Ratio

    | • | the annual total compensation of our Chief Executive Officer, Mr. Anderson, for the year ended December 31, 2024, determined by annualizing amount reported in the “Total” column of the Summary Compensation Table above in accordance with Instruction 10 to Item 402(u) of the Regulation S-K; |

  100. CEO Pay Ratio

    | • | the median of the annual total compensation of all employees of the Company and its consolidated subsidiaries, excluding our Chief Executive Officer, for the year ended December 31, 2024, determined on the basis described below; and |

  101. CEO Pay Ratio

    | • | a ratio comparison of those two amounts, each as determined in accordance with rules prescribed by the SEC. |

  102. CEO Pay Ratio

    For purposes of determining the median of the annual total compensation of all employees of the Company and its consolidated subsidiaries, excluding our Chief Executive Officer, for the year ended December 31, 2024, the applicable SEC rules require us to identify the median employee, by using either annual total compensation for all such employees or another consistently applied compensation measure. In identifying the median employee, we:

  103. CEO Pay Ratio

    | • | used annual base salary (defined as the fixed portion of each employee’s compensation arrangements and that is paid without regard to our financial or operational performance in a given year) and annual |

  104. CEO Pay Ratio

    | cash incentive, as determined from the Company’s payroll and finance records for the year ended December 31, 2024, as our consistently applied compensation measure; |

  105. CEO Pay Ratio

    | • | included the aggregate grant date fair value of equity-based incentive compensation awards; |

  106. CEO Pay Ratio

    | • | included all worldwide employees of the Company and its consolidated subsidiaries as of December 31, 2024 (the “Measurement Date”), without regard to their location or compensation arrangements or whether employed on a full-time or part-time basis; |

  107. CEO Pay Ratio

    | • | converted annual base salary and annual cash incentive to U.S. dollars using foreign currency exchange rates as of the Measurement Date; |

  108. CEO Pay Ratio

    | • | annualized the compensation for any full-time or part-time employees that were hired in 2024 but were not employed by the Company or its consolidated subsidiaries for all of 2024; |

  109. CEO Pay Ratio

    | • | did not include any cost-of-living adjustments; and |

  110. CEO Pay Ratio

    | • | did not use statistical sampling. |

  111. CEO Pay Ratio

    After identifying the median employee based on the process described above, we calculated annual total compensation for that employee using the same methodology we used for determining total compensation for 2024 for our named executive officers as set forth in the Summary Compensation Table.

  112. CEO Pay Ratio

    | Chief Executive Officer annual total compensation (A) | $2,873,972 | | Median annual total compensation of all employees (excluding Chief Executive Officer) (B) | $70,648 | | Ratio of (A) to (B) | 41:1 |

  113. CEO Pay Ratio

    Given the global distribution of our employee population, we use a variety of pay elements to structure the compensation arrangements of our employees. We believe that the sum of annual base salary, annual cash incentive and the aggregate grant date fair value of equity-based incentive compensation awards is an appropriate, consistently applied compensation measure that provides a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and finance records and the methodology described above. Because the SEC rules for identifying the median employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  114. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our principal executive officer (“PEO”) and the average “compensation actually paid” to our non-PEO named executive officers (“Non-PEO NEOs”) and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “—Compensation Discussion and Analysis .”

  115. Pay Versus Performance

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Year | Summary Compensation Table Total for Mr. Bird (1) | Compensation Actually Paid to Mr. Bird (2) | Summary Compensation Table Total for Mr. DeBerry (3) | Compensation Actually Paid to Mr. DeBerry (4) | Summary Compensation Table Total for Mr. Anderson (5) | Compensation Actually Paid to Mr. Anderson (6) | Average Summary Compensation Table Total for Non- PEO NEOs (7) | Average Compensation Actually Paid to Non- PEO NEOs (8) | Total Shareholder Return (9) | Peer Group Total Shareholder Return (10) | Net Income (11) | | Adjusted EBITDA (12) | | 2024 | $9,088,647 | $7,720,843 | — | — | $2,873,972 | $1,777,490 | $2,649,647 | $2,396,743 | $29.78 | $102.35 | | 140,325,000 | $138,500,000 | | 2023 | $3,739,195 | $2,000,342 | — | — | — | — | $1,477,500 | $708,151 | $49.61 | $116.80 | | 604,000 | $46,542,000 | | 2022 | $4,056,407 | $3,246,493 | — | — | — | — | $2,278,770 | $1,928,341 | $57.92 | $114.74 | | 443,000 | $29,973,000 | | 2021 | — | — | $6,083,948 | $(165,868) | — | — | $1,734,119 | $(302,041) | $41.95 | $69.75 | ($ | 127,996,000) | $15,229,000 | | 2020 | — | — | $3,985,828 | $585,955 | — | — | $2,065,660 | $1,125,211 | $63.14 | $58.11 | ($ | 30,768,000) | $31,707,000 |

  116. Pay Versus Performance

    | (1) The dollar amount reported in this column is the amount reported for Mr. Bird in the “Total” column of our Summary Compensation Table for 2022, 2023 and 2024, respectively. Mr. Anderson began serving as our principal executive officer on September 9, 2024. |

  117. Pay Versus Performance

    | (2) The dollar amount reported in this column represents the amount of “compensation actually paid” to Mr. Bird, as computed in accordance with Item 402(v) of Regulation S-K and does not reflect the total compensation actually realized or received by Mr. Bird. In accordance with these rules, for 2024, this amount reflects “Total” as set forth in the Summary Compensation Table, adjusted as shown below. Information on the calculation of such amount for 2022 is included in our 2023 Proxy Statement and information on the calculations of such amount for 2023 is included in our 2024 Proxy Statement. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |

  118. Pay Versus Performance

    | Compensation Actually Paid to Mr. Bird | 2024 | | | 2024 Summary Compensation Table Total | | 9,088,647 | | Less, value of Stock Awards reported in 2024 Summary Compensation Table | | — | | Plus, year-end fair value of outstanding and unvested equity awards granted in 2024 | | — | | Plus, fair value as of vesting date of equity awards granted and vested in 2024 | | — | | Plus (less), change in fair value from December 31, 2023 to December 31, 2024 of outstanding and unvested equity awards granted in prior years | | — | | Plus (less), change in fair value from December 31, 2023 to the vesting date of equity awards granted in prior years that vested in the year | ($ | 1,367,804) | | Less, December 31, 2023 fair value for any equity awards forfeited in 2024 | | — | | 2024 Compensation Actually Paid to Mr. Bird | | 7,720,843 |

  119. Pay Versus Performance

    | (3) The dollar amounts reported in this column are the amounts reported for Mr. DeBerry in the “Total” column of our Summary Compensation Table for 2021 and 2020. |

  120. Pay Versus Performance

    | (4) The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. DeBerry, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by Mr. DeBerry. Information on the calculation of such amounts is included in our 2023 Proxy Statement. |

  121. Pay Versus Performance

    | (5) The dollar amount reported in this column is the amount reported for Mr. Anderson in the “Total” column of our Summary Compensation Table for 2024. |

  122. Pay Versus Performance

    | (6) The dollar amount reported in this column represents the amount of “compensation actually paid” to Mr. Anderson, as computed in accordance with Item 402(v) of Regulation S-K and does not reflect the total compensation actually realized or received by Mr. Anderson. In accordance with these rules, for 2024, this amount reflects “Total” as set forth in the Summary Compensation Table, adjusted as shown below. For purposes of calculating the change in fair value from December 31, 2023 to the vesting date of pre-Merger stock options granted in prior years that vested in 2024, fair value was calculated based on the intrinsic value of such unvested stock options as of December 31, 2024 based on a third party valuation of Legacy Innovex’s common stock as of such date. |

  123. Pay Versus Performance

    | Compensation Actually Paid to Mr. Anderson | 2024 | | 2024 Summary Compensation Table Total | $2,873,972 | | Less, value of Stock Awards reported in 2024 Summary Compensation Table | $1,757,875 | | Plus, year-end fair value of outstanding and unvested equity awards granted in 2024 | $1,405,703 | | Plus, fair value as of vesting date of equity awards granted and vested in 2024 | $7,194 | | Plus (less), change in fair value from December 31, 2023 to December 31, 2024 of outstanding and unvested equity awards granted in prior years | $(594,974) | | Plus (less), change in fair value from December 31, 2023 to the vesting date of equity awards granted in prior years that vested in the year | $(156,530) | | Less, December 31, 2023 fair value for any equity awards forfeited in 2024 | — | | 2024 Compensation Actually Paid to Mr. Anderson | $1,777,490 |

  124. Pay Versus Performance

    | (7) The dollar amounts reported in this column represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Bird in 2023 and 2022 and excluding Mr. DeBerry in 2021 and 2020 and excluding the Legacy Innovex NEOs for all years except for 2024) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: (i) for 2024, Messrs. Reed, Reddout, McClure, Webster and Underwood; (ii) for 2023 and 2022, Messrs. McClure, Webster and Underwood; and (ii) for 2021 and 2020, Messrs. Bird, Kumar and Webster. |

  125. Pay Versus Performance

    | (8) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs set forth in footnote 5 for each year, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, for 2024 these amounts reflect “Total” as set forth in the Summary Compensation Table, adjusted as shown below. Information on the calculation of such amounts for 2020-2022 is included in our 2023 Proxy Statement and information on the calculations of such amounts for 2023 is included in our 2024 Proxy Statement. For purposes of calculating the change in fair value from December 31, 2023 to the vesting date of pre-Merger stock options granted to the Legacy Innovex non-PEO NEOs in prior years that vested in 2024, fair value was calculated based on the intrinsic value of such unvested stock options as of December 31, 2024 based on a third party valuation of Legacy Innovex’s common stock as of such date. |

  126. Pay Versus Performance

    | Average Compensation Actually Paid to Non-PEO NEOs | 2024 | | Average 2024 Summary Compensation Table Total | $2,649,647 | | Less, average value of Stock Awards reported in Summary Compensation Table | $662,375 | | Plus, average year-end fair value of outstanding and unvested equity awards granted in 2024 | $527,130 | | Plus, average fair value as of vesting date of equity awards granted and vested in 2024 | $5,595 | | Plus (less), average change in fair value from December 31, 2023 to December 31, 2024 of outstanding and unvested equity awards granted in prior years | $198,318 | | Plus (less), average change in fair value from December 31, 2023 to the vesting date of equity awards granted in prior years that vested in the year | $(321,572) | | Less, prior year-end fair value for any equity awards forfeited in the year | — | | Average Compensation Actually Paid to Non-PEO NEOs | $2,396,743 |

  127. Pay Versus Performance

    | (9) Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019. |

  128. Pay Versus Performance

    | (10) The peer group used for this purpose is the VanEck OIH Index. |

  129. Pay Versus Performance

    | (11) The dollar amounts reported represent the amount of net income (or loss) reflected in the Company’s audited financial statements for the applicable year. |

  130. Pay Versus Performance

    | (12) Adjusted EBITDA is net income excluding income taxes, interest income and expense, depreciation and amortization expense, and adjusted to remove any one-time irregular items, whether gains or losses, including but not limited to stock-based compensation, significant litigation expense, goodwill impairments, asset write-downs, gain on any sale or divestiture of assets or businesses, restructuring costs and foreign exchange gains or losses. |

  131. Description of Certain Relationships between Information Presented in the Pay versus Performance Table

    Description of Certain Relationships between Information Presented in the Pay versus Performance Table As described in more detail in the section “ —Compensation Discussion and Analysis ,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. With respect to 2020 through 2023, the graphs below compare the “compensation actually paid” to our PEO and the average of the “compensation actually paid” to our non-PEO NEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net (loss) income and (iv) our Adjusted EBITDA. With respect to 2024, the fiscal year in which the Merger closed, the narrative text below compares the “compensation actually paid” to our PEO and the average of the “compensation actually paid” to our non-PEO NEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net (loss) income and (iv) our Adjusted EBITDA. Our cumulative TSR decreased from $49.61 in 2023 to $29.78 in 2024 and our Peer Group TSR similarly decreased from $116.80 in 2023 to $102.35 in 2024. The “compensation actually paid” to Mr. Bird in 2024 increased from $2,000,342 in 2023 to $7,720,843 in 2024 while both our cumulative TSR and our Peer Group TSR decreased as set forth above, but our net income increased from $604,000 to $140,325,000 and our Adjusted EBITDA increased from $46,542,000 to $138,500,000. The “compensation actually paid” to Mr. Anderson, his first year as an NEO, was $1,777,490 compared to our net income of $140,325,000 and Adjusted EBITDA of $138,500,000. The average “compensation actually paid” to our non-PEO NEOs increased from $708,151 in 2023 to $2,396,743 in 2024 while both our cumulative TSR and our Peer Group TSR decreased as set forth above, but our net income increased from $604,000 to $140,325,000 and our Adjusted EBITDA increased from $46,542,000 to $138,500,000.