DEF 14A of DNOW Inc., Apr 4, 2025

DEF 14A of DNOW Inc.

Filed Apr 4, 2025 · FY20240001193125-25-072920

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the Company’s inception in 2014, the Board of Directors of DNOW Inc. (the “Board”) was divided into three classes with each class serving a term of three years. In 2020, stockholders approved the declassification of the Board over a three-year period which culminated in 2023. All directors stand for election for one-year terms if elected at the upcoming Annual Meeting. Richard Alario, Terry Bonno, David Cherechinsky, Galen Cobb, Paul Coppinger, Karen David-Green, Rodney Eads, and Sonya Reed are nominees for director, each for a one-year term expiring at the Annual Meeting in 2026, or when their successors are duly elected and qualified. 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 the 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.

  2. Vote Required for Approval

    | Richard Alario Former Chief Executive Officer, Key Energy Services Chairman since 2021 Independent director Director since 2014 Age 70 Committee(s) ● Environmental, Social, Governance, and Nominating Committee ● Compensation Committee | Mr. Alario has been a director of the Company since May 2014 and has served as the Company’s Chairman of the Board since April 2021. Mr. Alario served as Interim Chief Executive Officer of the Company from November 2019 until June 2020, and as Executive Vice Chairman on an interim, short-term basis from June 2020 until October 2020. Mr. Alario served as Chief Executive Officer and director of Key Energy Services, Inc., a provider of oilfield services, from 2004 until his retirement in March 2016. Prior to joining Key Energy Services, Mr. Alario was employed by BJ Services Company, an oilfield services company, where he served as Vice President from 2002 after OSCA, Inc. was acquired by BJ Services. Prior to joining BJ Services, Mr. Alario had over 21 years of service in various capacities with OSCA, an oilfield services company, most recently having served as its Executive Vice President. He is also Chairman of the Board of Kirby Corporation, serving as a member of its Compensation Committee and a member of its Environmental, Social, Governance and Nominating Committee. He formerly served as Chairman of the National Ocean Industries Association. Professional Experience DNOW ● Executive Vice Chairman (2020) ● Interim Chief Executive Officer (2019 – 2020) Key Energy Services ● Chairman and Chief Executive Officer (2004 – 2016) Skills | | | | | | | CEO/Former CEO | | Process Solutions | | | | Financial Expert | | Distribution/Supply Chain | | | | Operations Leadership | | Technology Systems | | | | ESG Experience | | Cybersecurity Experience | | | | International Exposure | | Strategic Planning | | | | Energy | | Business Transformation |

  3. Vote Required for Approval

    | Terry Bonno Former Senior Vice President of Industry and Community Relations of Transocean Independent director Director since 2014 Age 67 Committee(s) ● Audit Committee ● Environmental, Social, Governance, and Nominating Committee | Ms. Bonno has been a director of the Company since May 2014. Ms. Bonno provides advisory and consulting services to numerous private companies utilizing her professional expertise in Global business development, commercial and contractual due diligence, Sustainability and Enterprise Risk Management. She has served as a Director of Kodiak Gas Services, a publicly held gas compression company, where she serves as the Chair of the Personnel and Compensation Committee and as a member of the Nominating, Governance, and Sustainability Committee. From 2017 to the successful divestiture to 3i in 2019, Ms. Bonno served as a Director of Tampnet, the largest offshore high-capacity communication network in the world. She also served as a director on energy industry and charity boards. In 2017, she was accepted as an industry expert to serve in an advisory capacity on the National Offshore Safety and Advisory Committee (NOSAC) for a three-year term ending 2020. Ms. Bonno served as Senior Vice President of Industry and Community Relations for Transocean Ltd. from 2017 until her retirement in September 2018. Her responsibilities included leadership in industry forums, community affairs and driving sustainability in the organization. Ms. Bonno previously served as Senior Vice President of Marketing for Transocean Ltd. from 2011 and Vice President Marketing from 2008 with oversight of Transocean’s marketing in 14 countries. Prior to this role, she served in various director and management roles at Transocean Ltd. leading the marketing and contracts efforts for West Africa and the Americas from 2001 until 2008. She served in a Director Marketing and Contracts role for Turnkey Drilling with RBFalcon and Global Marine (a wholly owned subsidiary of Applied Drilling Technology Inc. (ADTI)) from 1993 until 2001, who later became acquired by Transocean Ltd. During her time with Global Marine from 1982 to 1999, she served in various Accounting Management roles. She is also a Certified Public Accountant. Professional Experience Transocean ● Senior Vice President of Industry and Community Relations (2017 – 2018) ● Senior Vice President of Marketing (2011 – 2017) ● Vice President Marketing (2008 – 2011) Skills | | | | | | | Financial Expert | | Technology Systems | | | | ESG Experience | | Cybersecurity Experience | | | | International Exposure | | Strategic Planning | | | | Energy | | Business Transformation | | | | Distribution/Supply Chain | | |

  4. Vote Required for Approval

    | David Cherechinsky President and Chief Executive Officer of DNOW Director since 2020 Age 61 | Mr. Cherechinsky has served as President and Chief Executive Officer and been a director of the Company since June 2020. Prior to serving as President and Chief Executive Officer, Mr. Cherechinsky served as the Company’s Senior Vice President and Chief Financial Officer from February 2018 until May 2020. Mr. Cherechinsky previously served as Vice President, Corporate Controller and Chief Accounting Officer from February 2014 until February 2018. Mr. Cherechinsky served as Vice President—Finance for NOV’s distribution business group from 2003, and as Vice President—Finance for NOV’s Distribution & Transmission business segment from 2011, until the Company’s spin-off in May 2014. He previously served NOV starting in 1989 in various corporate roles, including internal auditor, credit management and business analyst, and is a CPA. Professional Experience DNOW ● President and CEO (2020 – present) ● Senior Vice President and Chief Financial Officer (2018 – 2020) ● Vice President, Corporate Controller and Chief Accounting Officer (2014 – 2018) Skills | | | | | | | CEO/Former CEO | | Process Solutions | | | | Financial Expert | | Distribution/Supply Chain | | | | Operations Leadership | | Technology Systems | | | | ESG Experience | | Cybersecurity Experience | | | | International Exposure | | Strategic Planning | | | | Energy | | Business Transformation |

  5. Vote Required for Approval

    | Galen Cobb Former Vice President Industry Relations of Halliburton Independent director Director since 2014 Age 71 Committee(s) ● Audit Committee | Mr. Cobb has been a director of the Company since May 2014. Mr. Cobb recently served as Vice President of Industry Relations for Halliburton since 2002 until his retirement in 2022 where he was responsible for Halliburton’s industry relations global activities, energy trade policy issues, executive client relations, and trade organization oversight. He worked for Halliburton for over forty-five years serving in various executive management positions in operations, marketing, sales and business development. From 1991 to 1994, he was Director CIS and China with oversight in establishing Halliburton’s presence and operations in these emerging markets. Later, he was named Director Executive Sales and Business Development with expanded responsibilities for the worldwide development and promotion of Halliburton’s services and products. Professional Experience Halliburton: ● Vice President of Industry Relations (2002 – 2022) Skills | | | | | | | Financial Expert | | Distribution/Supply Chain | | | | Operations Leadership | | Technology Systems | | | | ESG Experience | | Cybersecurity Experience | | | | International Experience | | Strategic Planning | | | | Energy | | Business Transformation |

  6. Vote Required for Approval

    | Paul Coppinger Former President of SPM Oil & Gas, a Caterpillar Company Independent director Director since 2017 Age 64 Committee(s) ● Compensation Committee ● Environmental, Social, Governance, and Nominating Committee (Chair) | Mr. Coppinger has been a director of the Company since December 2017. Mr. Coppinger was the President of SPM Oil & Gas, a Caterpillar Company (formerly the Oil & Gas Division of the Weir Group PLC which was acquired by Caterpillar in February 2021) from 2014 until his retirement in 2022. From 2012 to 2014, Mr. Coppinger served as President, Pressure Pumping, for the Weir Group, and from 2011 to 2012 as President of Weir SPM. Prior to that, Mr. Coppinger was Group President of the Energy Segment of CIRCOR International, Inc. from 2001 to 2011. Mr. Coppinger is Chairman Emeritus of the Energy Workforce & Technology Council (formerly the Petroleum Equipment & Services Association) and served on its Board of Directors from 2007 to 2019. Professional Experience SPM Oil & Gas, a Caterpillar Company ● President (2014 – 2022) Weir Group ● Division President, Oil & Gas (2014 – 2021) ● President, Pressure Pumping (2012 – 2014) ● President, Weir SPM (2011 – 2012) CIRCOR International ● Group President of the Energy Segment (2001 – 2011) Skills | | | | | | | Financial Expert | | Process Solutions | | | | Operations Leadership | | Distribution/Supply Chain | | | | ESG Experience | | Cybersecurity Experience | | | | International Experience | | Strategic Planning | | | | Energy | | Business Transformation |

  7. Vote Required for Approval

    | Karen David-Green Former Chief Communications, Stakeholder and Sustainability Officer of Expro Group Independent director Director since 2023 Age 56 Committee(s) ● Audit Committee | Ms. David-Green has been a director of the company since 2023. Ms. David-Green has over 30 years of experience in senior leadership positions on Wall Street and as a corporate executive for multinational companies. Her skillset encompasses capital market transactions, demand generation, risk/reputation management, data analytics, business and cultural transformation, scaling businesses in a highly cyclical environment, cybersecurity, go-to-market strategies and energy transition and sustainability. She previously held key positions in the Executive Leadership Team at Expro Group N.V. and Weatherford International plc where she served as the former Chief Marketing, Stakeholder, Investor Relations, Communications and Sustainability Officer. During her tenure at Weatherford from 2010-2020, Ms. David-Green played instrumental roles as Chief Marketing Officer, Sr. Vice President of Stakeholder Engagement, President of the Weatherford Foundation, Inc., Chair of the Sustainability Leadership Council, and Executive Member of the Disclosure and Global Business Continuity and Planning Committees. She is also a former Senior Wall Street equity research analyst. Notably, she previously led the energy service equity research franchise at Oppenheimer & Co. Inc. and Crédit Agricole where she was responsible for providing financial forecasts to clients globally. Ms. David-Green is an Independent Director for PHX Energy Services Inc. where she serves on the Audit and Compensation and Human Resources Committees. She is Directorship Certified by the National Association of Corporate Directors (NACD) and NACD Certified in Cybersecurity Oversight. Professional Experience Expro Group ● Chief Communications, Stakeholder and Sustainability Officer (2021 – 2023) Weatherford International ● Chief Marketing Officer and Senior Vice President of Stakeholder Engagement (2010 – 2020) Skills | | | | | | | Financial Expert | | Technology Systems | | | | ESG Experience | | Cybersecurity Experience | | | | International Exposure | | Strategic Planning | | | | Energy | | Business Transformation | | | | Distribution/Supply Chain | | |

  8. Vote Required for Approval

    | Rodney Eads Former Chief Operating Officer and Executive Vice President, Pride International Independent director Director since 2014 Age 74 Committee(s) ● Audit Committee (Chair) | Mr. Eads has been a director and Chair of the Audit Committee of the Company (commencing this position May 2014). Mr. Eads has served as President of Eads Holdings, LLC, a wholly owned private investment firm (commencing 2009) and is an active investor in early-stage companies. Mr. Eads has provided advisory and due diligence services for numerous private equity entities, with deep expertise in Enterprise Risk Management and Crisis Management. He has provided Expert Witness services for several international arbitration cases in the $150M-$250M claim range. He is a NACD Certified Director, and since 2019 has served on the NACD TriCities Board (Houston, Austin, San Antonio). During the last 6 years he has been an active participant in the Southwest Audit Committee Network. Mr. Eads served as a director from 2010 to 2015 for private equity owned Nautronix UK Limited. Mr. Eads previously served as Chief Operating Officer and Executive Vice President of Pride International Inc. (NYSE) from 2006 until 2009, where he was responsible for safety, environmental, and regulatory compliance for offshore operations and South American and eastern hemisphere land assets operating in 15 countries. He also managed a public company spin-off in 2009 of Seahawk Drilling Company. He served as Senior Vice President of Worldwide Operations for Diamond Offshore Drilling Inc. (NYSE) from 1997 until 2006, with responsibility for safety, environmental, and regulatory compliance in 12 countries. From 1977 to 1997, he served in several executive and operations management positions with Exxon Corporation, primarily in international assignments spanning 11 countries, providing engineering, business planning and project analysis, and compliance for safety, environmental, and regulatory requirements. Mr. Eads has managed global workforces as large as 14,000 employees, managed operating budgets of $1B per year, and capital projects exceeding $3B. Professional Experience Pride International ● Chief Operating Officer and Executive Vice President (2006 – 2009) Diamond Offshore Drilling ● Senior Vice President of Worldwide Operations (1997 – 2006) ExxonMobil ● Operations Management and Business Analyst (1977-1997) Skills | | | | | | | Financial Expert | | Distribution/Supply Chain | | | | Operations Leadership | | Technology Systems | | | | ESG Experience | | Cybersecurity Experience | | | | International Exposure | | Strategic Planning | | | | Energy | | Business Transformation |

  9. Vote Required for Approval

    | Sonya Reed Former Senior Vice President and Chief Human Resources Officer of Phillips 66 Independent director Director since 2021 Age 51 Committee(s) ● Compensation Committee (Chair) | Ms. Reed has been a director of the Company since August 2021. Ms. Reed is a former executive officer of Phillips 66 where she served as the Senior Vice President and Chief Human Resources Officer from 2015 until 2023. In this capacity she also had accountability for corporate communications, including internal and external messaging, branding, social media and philanthropy. From 2011 to 2015, Ms. Reed was with General Cable, where she last served as Executive Vice President, Chief Human Resources Officer. Ms. Reed began her career at Zurich Financial Services, where she held several positions of increasing responsibility, the last of which was Vice President of Human Resources of their Latin American business. Throughout her career Ms. Reed both lived and worked domestically and internationally, had accountability across multiple countries and administered her role in both English and Spanish (of which she is fluent). Her skillset encompasses executive compensation, succession management, leadership development, cultural transformation, organizational design, communications, and brand and reputation management in large, global organizations. Professional Experience Phillips 66 ● Senior Vice President and Chief Human Resources Officer (2015 – 2023) General Cable ● Executive Vice President, Chief Human Resources Officer (2011 – 2015) Skills | | | | | | | ESG Experience | | Distribution/Supply Chain | | | | International Exposure | | Strategic Planning | | | | Energy | | Business Transformation |

  10. Compensation Committee

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

  11. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  12. Director Nomination Process and Board Composition Considerations

    Director Nomination Process and Board Composition Considerations The Environmental, Social, Governance, and Nominating Committee has the responsibility of identifying candidates for election as directors, reviewing background information relating to those candidates, and recommending nominees to the Board of Directors to be submitted to stockholders for election. The Board regularly seeks input from a range of sources, including from within the boardroom (via the annual Board self-assessment process) and from our shareholders, as they express their views regarding the backgrounds and skill sets that they perceive to be most critical to helping the growth of the organization, including creating shareholder value. It is the policy of the Committee to consider director candidates recommended by stockholders. Nominees are selected by the Committee from candidates recommended by multiple sources, including other directors, management, stockholders, and by independent search firms (which firms may be paid by the Company for their services), all of whom will be evaluated based on the same criteria. As of March 24, 2025, we had not received any formal recommendations from stockholders for potential director candidates that were approved as a nominee for director by the Environmental, Social, Governance, and Nominating Committee for submission to stockholders for election. All of the current nominees for director are standing members of the Board that are proposed by the entire Board for re-election. Written suggestions for nominees should be sent to the Secretary of the Company at the address listed herein. The Board of Directors believes that nominees should reflect the following characteristics:

  13. Director Nomination Process and Board Composition Considerations

    | ● | have a reputation for integrity, honesty, candor, fairness, and discretion; |

  14. Director Nomination Process and Board Composition Considerations

    | ● | be knowledgeable, or willing to become so quickly, in the critical aspects of the Company’s businesses and operations; and |

  15. Director Nomination Process and Board Composition Considerations

    | ● | have a range of talent, skill, and expertise sufficient to provide sound and prudent guidance with respect to the full scope of the Company’s operations and interests. |

  16. Director Nomination Process and Board Composition Considerations

    The Environmental, Social, Governance, and Nominating Committee reviews Board composition annually to ensure that the Board reflects the knowledge, experience, skills, expertise, and diversity required for the Board to fulfill its duties as well as the evolving needs of the Company in terms of strategy and emerging opportunities and risk. There are currently no directorship vacancies to be filled on the Board.

  17. Board Diversity

    Board Diversity The Board considers diversity in identifying nominees for director. The Board seeks to achieve a mix of directors that represent a diversity of background and experience in a variety of different ways and in an expansive manner. The Board not only considers diversity concepts such as race and gender, but also diversity in the sense of differences in viewpoint, professional experience, education, skill, and other qualities and attributes that contribute to board heterogeneity. Also considered as part of the diversity analysis is whether the individual has work experience in the Company’s industry or in the broader energy or industrial markets. The Company believes the Board can benefit from different viewpoints and experiences by having a mix of members of the Board who have worked in its industry and have worked in other sectors the Company sees as opportunities for expansion and growth. Although we do not have a formal diversity policy in place for the director nomination process, the Board recognizes that diverse candidates with appropriate and relevant skills and experience contribute to the depth and diversity of perspective in the boardroom. An important factor in our Environmental, Social, Governance, and Nominating Committee’s consideration and assessment of a director candidate is the diversity of background, viewpoints, professional experience, education, gender, age, and culture including nationality, race, or ethnic background. Over the last four years, the Board has added two new directors, Ms. Karen David-Green and Ms. Sonya Reed, who provide additional diversity in gender, ethnicity and experience to the Board. These actions demonstrate the Board’s desire to achieve a diverse and inclusive membership with individuals who collectively possess the skills and experiences that the Company will need to succeed now and in the future. If and when the need arises for the Company to add an additional new director to the Board, the Environmental, Social, Governance, and Nominating Committee will take reasonable efforts to ensure that diverse candidates (including, without limitation, women and minority candidates) are in the pool which nominees are chosen from and strive to obtain diverse candidates by searching in traditional corporate environments, as well as government, academia, and non-profit organizations.

  18. Board Composition and Director Qualifications

    Board Composition and Director Qualifications The Board’s governance documents and bylaws do not impose mandatory term limits. The Board believes that directors may continue to provide meaningful, independent oversight and advice past a set term limit. A mandatory term limit comes with the disadvantage of losing the contribution of directors who have developed significant knowledge of the Company’s business, strategy, risk profile, operations, and financial position and who remain active and contributing members of the Board. The Board also determined that a mandatory term limit may inhibit the Board’s ability to maintain a balanced mix of tenure for its directors which is necessary for the Board to maintain a mix of fresh perspectives and a deep understanding of the Company’s business. Maintaining a mix of tenured board members is particularly important in our industry, in light of the cyclical nature of many aspects of our operations, as well as the range of different macroeconomic and geopolitical factors we face which make our seasoned directors’ experience that much more valuable. The Company believes that each member of its Board of Directors possesses the basic attributes of being a director of the Company, namely having a reputation for integrity, honesty, candor, fairness, and discretion. Each director has also become knowledgeable in major aspects of the Company’s business and operations, which has allowed the Board to provide better oversight functions to the Company. In addition to the experience, qualifications, and skills of each director set forth in their biographies, the Company also considered the following factors in determining that the board member should serve on the Board: Mr. Alario served as the interim Chief Executive Officer of the Company from November 2019 until June 2020, as Executive Vice Chairman on an interim, short-term basis from June 2020 until October 2020, and previously served as the chief executive officer and as the chairman of another publicly traded company for 12 years. Mr. Alario has extensive experience in the oil service business, having worked in that industry for over 40 years. Mr. Alario has gained valuable board experience from his tenure as a director of Kirby Corporation, including from his service as its Chairman of the Board as well as his work as a member of its Environmental, Social, Governance, and Nominating Committee as well as its Compensation Committee. Through service in these roles, Mr. Alario has gained extensive experience in assessing the risks associated with various energy industry cycles. Ms. Bonno provides valuable service and experience to the Board due to her current roles as Chair of the Personnel & Compensation Committee and as a member of the Nominating, Governance, and Sustainability Committee of Kodiak Gas Services as well as her past experience on Kodiak’s Audit Committee as well as serving on the financial committee, enterprise risk management committee, and disclosure committee at Transocean Ltd. Ms. Bonno has extensive experience in the oil service industry of 37 years and a background in accounting with approximately 34 years of being a certified public accountant and experience overseeing the SOX Compliance of the Global Marketing function. Ms. Bonno’s extensive professional experience in international business development, commercial and contractual acumen, Sustainability and Enterprise Risk Management has provided her the knowledge to deal with all facets of potential risk areas and opportunities for a global energy company, and she brings that experience and perspective to the Board. Mr. Cherechinsky has been an officer of a publicly traded company since 2014. Mr. Cherechinsky’s 36-year career with the Company includes positions of increasing importance, from business analyst, to Vice President—Corporate Controller, to Chief Financial Officer, to Chief Executive Officer. Mr. Cherechinsky has extensive experience with the Company and the oil service industry. Mr. Cherechinsky’s experience in the Company’s business and the industry, his extensive financial background, and his vast knowledge of the Company make him uniquely and well qualified to serve as a director of the Company. Mr. Cobb provides valuable service and experience to the Audit Committee, due to his over 45 years of serving in various management positions for Halliburton. Mr. Cobb has developed experience and expertise in warehouse management and distribution, international operations, especially in emerging markets, as well as marketing and business development in a large corporate environment. As a result of this extensive experience, Mr. Cobb is very familiar with the strategic and project planning processes that impact the Company’s business and continued development for growth. Mr. Coppinger has over 35 years of experience in the petroleum equipment and service, process equipment and flow control businesses, as well as experience in the industrial markets and manufacturing, and has held various positions of increasing responsibility, including managing domestic and international operations. Mr. Coppinger has extensive operational and strategic planning experience from his long career in manufacturing and distribution. Mr. Coppinger also has extensive mergers and acquisitions experience of over 20 years on a global basis. Mr. Coppinger has dealt with all facets of potential risk areas for a global energy service company and brings that experience to the Company. Ms. David-Green has over 30 years of experience in senior leadership positions on Wall Street and as a C-Suite Executive and Corporate Officer for multinational companies with a global manufacturing and service footprint. Her experience in capital markets, finance, strategy, sustainability, cybersecurity, and marketing for publicly traded companies provide the Company valuable knowledge at a board level. Further, she is Directorship Certified by the National Association of Corporate Directors (NACD) and NACD Certified in Cybersecurity Oversight. Her work on other company boards, external councils, and networks give the Company insight into how peers see current market conditions and strategies which the Company can use to their future benefit. Ms. David-Green’s extensive financial background, prior board experience, and detailed work in cybersecurity, sustainability, enterprise risk management, and shareholder engagement efforts make her highly qualified to be a board member.

  19. Board Composition and Director Qualifications

    Mr. Eads has over 30 years of experience being on the customer side for the products and services the Company offers and therefore has deep insight into the Company’s business sector. His significant international experience and deep expertise in health and safety/environmental/regulatory compliance; risk assessment; supply chain management; and large construction projects, together with his 12 years of experience as an executive officer of two public companies, which included SEC reporting, mergers and acquisitions evaluations and integration, pay/performance programs, and asset rationalization efforts including a public company spin-off, and private equity sales, makes him well qualified to serve as a director of the Company. Mr. Eads provides valuable service and experience to the Audit Committee, due to his MBA degree and 40 years of experience in the energy industry and in his previous roles in senior executive management where he worked to identify and mitigate risk. He has been an active member of the National Association of Corporate Directors (NACD) since 2010, achieving the NACD’s Governance Fellow recognition, the highest standard of credentialing for directors and governance professionals, and achieved the NACD Directorship Certification in 2021, and maintains yearly certification. He currently serves on the Board for the Tri-Cities Chapter NACD. Mr. Eads established the board cybersecurity reporting system for the Company, which includes quarterly cybersecurity metrics reported to the Audit Committee. He has been involved in two early-stage cybersecurity companies, one as a lead investor. He has also completed the AICPA Cybersecurity Certificate Program. Ms. Reed has over 30 years of experience in domestic, international and global organizations across multiple industries. She most recently served as a chief human resources officer of two public companies for over ten years. Her expertise in executive compensation, succession planning and talent management, and diversity, equity, and inclusion provide the Board with significant insight on these key risk areas. Ms. Reed has depth of expertise in corporate communications including internal and external messaging, brand and reputation management, media relations and philanthropy in a large corporate environment. She has led the human capital component of major organizational transformations focusing on operating model design, organizational structures and building the critical skills necessary for the new environment. Ms. Reed has held advisory and board positions with non-profit organizations such as Girls Inc and the Boys and Girls Club, and served as a Trustee of the Awty International School and the Energy Advisory Board of the University of Houston. She is currently a corporate director of South Bow and serves as the Chair of their Human Resources Compensation Committee. Ms. Reed has had extensive board exposure and uses that background and knowledge to help provide a perspective on these evolving risk areas. The following are some of the key qualifications and skills of our Board.

  20. Board Composition and Director Qualifications

    | | Alario | Bonno | Cherechinsky | Cobb | Coppinger | David- Green | Eads | Reed | | CEO/Former CEO | + | | + | | | | | | | Financial Expert | + | + | + | + | + | + | + | | | Operations Leadership | • | | • | • | • | | • | | | ESG Experience | • | • | • | • | • | • | • | • | | International Exposure/Experience | • | • | • | + | + | • | • | • | | Industry Experience | | | | | | | | | | Energy | • | • | • | • | • | • | • | • | | Process Solutions | • | | • | | • | | | | | Distribution/Supply Chain | • | • | • | • | • | • | • | • | | Technology Systems | • | • | • | • | | • | • | | | Cybersecurity Experience | • | • | • | • | • | • | • | | | Strategic Planning | • | • | • | • | • | • | • | • | | Business Transformation | • | • | • | • | • | • | • | • | | Demographics | | | | | | | | | | Age | 70 | 67 | 61 | 71 | 64 | 56 | 74 | 51 | | Gender | Male | Female | Male | Male | Male | Female | Male | Female | | Ethnicity | White | White | White | White | White | White | White | Hispanic | | Year Joined Board | 2014 | 2014 | 2020 | 2014 | 2017 | 2023 | 2014 | 2021 | | Other Boards | 1 | 1 | 0 | 0 | 0 | 1 | 0 | 1 | | Independent | • | • | | • | • | • | • | • |

  21. General Compensation Overview

    General Compensation Overview DNOW Inc.’s executive compensation program is administered by the Compensation Committee of the Board. The Compensation Committee establishes specific compensation levels for the Company’s executive officers and administers the Company’s long-term incentive award plans. The Compensation Committee’s primary objective regarding executive compensation is to design and implement a compensation program that will attract and retain the best available talent to serve on the Company’s executive team and incentivize those executives to achieve both the Company’s short-term and long-term financial and operational goals. With this objective, the Compensation Committee strives to provide compensation packages for key executives that offer compensation opportunities in the median range of the companies in its designated peer group as described below. The Compensation Committee reviews and determines all elements of compensation for the Company’s named executive officers with input from its independent compensation consultant, review of peer group pay levels and practices, and feedback from our shareholders. Data sources reviewed by the Compensation Committee and its independent compensation consultants include industry survey groups, national survey databases, proxy disclosures, and general trend data, which are updated annually. In fulfilling its duties, the Compensation Committee is supported by the Chief Administrative and Information Officer and receives recommendations from the Chief Executive Officer regarding the performance and compensation for all officers other than himself. The Compensation Committee reviews all elements of executive compensation both separately and in the aggregate. The major components of the executive compensation program for 2024 were base salary, annual cash incentive, and long-term incentives in form of restricted stock and performance-based restricted stock awards. DNOW’s Strategy to Unlock Value DNOW’s strategy is based on a four facet approach: (1) Deliver Margin Discipline; (2) Optimize Operations; (3) Maximize Working Capital Velocity; and (4) Drive Growth Through Acquisitions. This strategy has allowed us to bolster DNOW’s capabilities and expand our core market, while further penetrating adjacent industrial markets and enhance our product offering. This approach provides additional opportunities for growth which enhances our earnings profile and reinforces our commitment to increasing long-term value for our shareholders and fuels our future success.

  22. Compensation Program Features

    | What DNOW Does ✔ | What DNOW Does NOT Do × | | ✔ Design compensation programs that do not encourage excessive risk-taking | × No gross-up payments to cover excise taxes or perquisites | | ✔ Long-term incentives linked to stock price appreciation and Company financial performance | × No guaranteed annual or multi-year bonuses | | ✔ Target the majority of NEO compensation to be performance based and at risk (84% last year for CEO and 73% for other NEO’s) | × No repricing of underwater stock options | | ✔ Apply multiple performance metrics aligned with our corporate strategy and long-term vision | × No significant compensation in the form of perquisites for executives; all have specific business rationale | | ✔ Cap maximum payouts for short-term and long-term incentive plans at 200% | × No pledging or hedging of our shares by executive officers or directors | | ✔ Varied performance metrics under short-term and long-term incentive plans | × Price stock grants below grant date fair market value | | ✔ Have extended vesting periods (minimum of three years) on stock and performance awards | | | ✔ Maintain a fully independent Compensation Committee | | | ✔ Independent compensation consultant reporting directly to the Compensation Committee that does no other work for the Company | | | ✔ Hold an annual Say-on-Pay vote and robust shareholder engagement plan to consider feedback in the design of our annual compensation program | | | ✔ Benchmark pay relative to the market and review the designated peer group on an annual basis | | | ✔ Mitigate undue risk in compensation programs | |

  23. Compensation Changes Over the Last Five Years

    | ● | Enhanced disclosure on specific performance metric targets for our annual short-term incentive plan; |

  24. Compensation Changes Over the Last Five Years

    | ● | Evaluated and adjusted, on an annual basis, compensation peer group to enhance and improve comparisons between the Company and its peer group; |

  25. Compensation Changes Over the Last Five Years

    | ● | Distinguished separate metrics in the annual incentive plan and performance share awards with the exception of EBITDA, which is commonly seen as the Company’s most important financial metric; |

  26. Compensation Changes Over the Last Five Years

    | ○ | The annual incentive EBITDA metric is based off of current market trends and projections for a one-year period while the performance share metric is based on a three-year time period so they are not identical metrics. |

  27. Compensation Changes Over the Last Five Years

    | ● | Long-term incentive program has more weighting on performance-based awards and metrics with greater reliance on performance-based measures relative to a peer group, such as total shareholder return; |

  28. Compensation Changes Over the Last Five Years

    | ● | Introduced scaled weighted performance measures to the annual incentive plan based on market importance of the metrics with 70% weighted to EBITDA and the remaining 30% weighted to Working Capital; |

  29. Compensation Changes Over the Last Five Years

    | ● | Eliminated stock option grants as long-term incentive awards beginning in 2022 resulting in a split of 50% restricted stock and 50% performance share awards; and |

  30. Compensation Changes Over the Last Five Years

    | ● | Significantly increased annual incentive targets based on Company’s positive financial performance. |

  31. Compensation Changes Over the Last Five Years

    | ○ | For example, 2020 maximum achievement levels for EBITDA and Working Capital under the annual incentive plan were 5% and 20% respectively. In 2024, the entry achievement levels which would need to be achieved for any bonus payout were 5.5% for EBITDA and 20% for Working Capital (more than the maximum level four years prior). |

  32. Pay Mix

    Pay Mix The Company believes that compensation should be directly linked to performance and the creation of long-term value for our stockholders. Consistent with our “pay for performance” philosophy, the Company’s executive compensation is primarily “at risk”, performance based, and is directly tied to the Company’s results. Executives of the Company are incentivized to increase the Company’s profitability and stockholder return and to optimize the Company’s financial performance in order to earn a significant portion of their compensation package. For example, our CEO’s total compensation for 2024 was approximately 84% at risk and the average total compensation for the other NEO’s was approximately 73% at risk. The Company achieves this by providing a mix of base salary with short-term and long-term incentive awards ensuring that compensation opportunities are measured by a variety of time-based targets to balance both our near-term and long-term strategic goals. The Company’s compensation program places a strong emphasis on performance driven annual and long-term incentives to align the executive’s interests with stockholder value. The annual and long-term incentives are calculated and paid based primarily on financial measures of profitability and stockholder value creation. Executives are committed to achieving superior operational and financial performance which is assessed relative to rigorous goals that reflect a continuous improvement mentality. The Company seeks to structure a balance between achieving strong short-term annual results and ensuring the Company’s long-term success and viability. The Company wants each of its executives to balance their focus between the Company’s day-to-day operational performance and the Company’s long-term goals and strategies.

  33. Compensation Consultant Change and Independence

    Compensation Consultant Change and Independence In April 2024, the Company’s independent compensation consultant NFPCC was purchased as a part of an acquisition by Aon plc. As a result of this acquisition, the Compensation Committee underwent a thorough review of potential consultants for the role in best serving the Company. In August 2024, the Company chose Zayla Partners (herein referred to as “Zayla”) for the role as the Compensation Committee’s independent compensation consultant. In connection with its engagement of Zayla, the Compensation Committee considered various factors bearing upon Zayla’s independence including, but not limited to, the amount of fees received by Zayla from the Company as a percentage of Zayla’s total revenue, Zayla’s policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship that could impact Zayla’s independence. After reviewing these and other factors, the Compensation Committee determined that Zayla was independent and that its engagement did not present any conflicts of interest. Zayla also determined that it was independent from management and confirmed this to the Compensation Committee. In furtherance of maintaining the independence of the Compensation Committee’s compensation consultant, the Compensation Committee has the sole authority to retain or terminate Zayla.

  34. Components of DNOW’s Compensation Program

    | Fixed Pay | Base Salary | | ● Fixed level of compensation to attract and retain executive talent ● Salary level based on tenure, expertise, scope of responsibility and individual performance | | | “At Risk” Pay - Performance Based | Annual Incentives (Cash) | | ● Incentivize and reward executives for achieving the Company’s profitability goals ● Encourage prudent deployment of capital ● Attract, motivate, and retain high quality management talent | | | “At Risk” Pay - Performance Based | Performance Shares | | ● Recognizes the Company’s total shareholder performance relative to industry peers ● Encourage positive financial results on the income statement and balance sheet ● Links the Company’s performance to long-term stockholder value creation ● Provides a long-term incentive vehicle tied to a three-year performance goal | | | “At Risk” Pay – Time Based | Restricted Stock | | ● Aligns interest of executives with shareholders by providing long-term stock ownership ● Requires three-year cliff vesting, thus serving as a retention tool | |

  35. Compensation of the Chief Executive Officer

    Compensation of the Chief Executive Officer The Compensation Committee annually reviews the compensation of the Chief Executive Officer based on competitive peer group data, leadership, meeting operational goals, executing the Company’s business plan, tenure and years of experience, and achieving certain financial results. Through its annual evaluation of the Chief Executive Officer’s base salary level, the Compensation Committee reviews the compensation level of the Chief Executive Officers of each of the companies in the designated peer group and considers the Chief Executive Officer’s individual performance and success in achieving the Company’s strategic objectives. The Compensation Committee establishes goals and objectives for the Chief Executive Officer for each fiscal year. For 2025, Mr. Cherechinsky’s performance as Chief Executive Officer will be measured in three key areas of the Company that align with DNOW’s strategic goals: (1) Drive the Execution of DNOW’s Five-Year Strategy, (2) Align Mergers and Acquisition Strategy with DNOW’s Five-Year Strategy, and (3) Enhance Retention and Development of Top Talent. The specific goals were set based on a determination of prioritizing the Chief Executive Officer’s efforts on those specific areas and responsibilities that would have the greatest impact on the Company.

  36. Competitive Positioning with Peer Group Selection

    Competitive Positioning with Peer Group Selection Because of the goals and objectives for executive compensation, the Company believes each element of compensation should be properly designed, as well as be competitive with the marketplace, to incentivize its executives and attract and retain talented executives. 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 median compensation provided to comparable executive officers at companies in a designated peer group. The Compensation Committee is responsible for selecting the Company’s peers, evaluating their inclusion on an annual basis, and making additions or subtractions as necessary. When analyzing peer group data, the Compensation Committee does not establish a specific numeric range around the median data points which it considers reasonable or acceptable. Rather, in setting compensation for any particular named executive officer, the Compensation Committee considers any variance from the median, taking into account other factors as discussed below, and determines whether such variance is appropriate. If the Compensation Committee determines that any variance is unwarranted, the Compensation Committee will make appropriate adjustments to the compensation levels. The Compensation Committee uses the performance of the peer group to evaluate our relative TSR performance under the performance share award analysis.

  37. 2024 DNOW Peer Group

    2024 DNOW Peer Group

  38. 2024 DNOW Peer Group

    | Applied Industrial Technologies, Inc. | Kaman Corp. | Oceaneering International, Inc. | | DXP Enterprises, Inc. | Kennametal, Inc. | ProPetro Holding Corp | | Flowserve Corp. | Kirby Corporation | RPC, Inc. | | Global Industrial Company | Liberty Energy | Select Water Solutions | | GMS Inc. | MRC Global Inc. | | | H&E Equipment Services | MSC Industrial Direct Co. Inc. | |

  39. 2024 DNOW Peer Group

    In September 2024, the Compensation Committee requested that its independent compensation consultant Zayla review its designated peer group against which the Company’s named executive officers’ compensation is compared and provide recommendations on the ongoing peer group framework. The designated peer group is comprised of companies of similar size, companies in the equipment and services industry with an emphasis on serving the energy industry, and companies in the peer group of its closest competitors, as well as companies for which the Company competes for management talent. After reviewing the peer group and Zayla’s analysis and recommendations, the Compensation Committee approved a peer group of 16 companies to form the Company’s current designated peer group. One previous peer company (Kaman Corp) was removed due to that peer company being involved in a merger with a larger company which caused Kaman’s common stock to cease trading and be delisted from the New York Stock Exchange. Additionally, one new peer company (BlueLinx Holdings Inc.) was added to the peer group (as it met the reasonable size parameters as discussed above and had general similarity in business industry and/or operations to the Company). The Compensation Committee recognized that the designated members of the peer group were within reasonable size parameters (generally 0.5 times to 2 times the Company’s revenues, assets, EBITDA and/or market capitalization) and were generally similar to the Company in terms of industry and/or operations.

  40. 2025 DNOW Peer Group

    2025 DNOW Peer Group

  41. 2025 DNOW Peer Group

    | Applied Industrial Technologies, Inc. | H&E Equipment Services | Oceaneering International, Inc. | | BlueLinx Holdings Inc. | Kennametal, Inc. | ProPetro Holding Corp | | DXP Enterprises, Inc. | Kirby Corporation | RPC, Inc. | | Flowserve Corp. | Liberty Energy | Select Water Solutions | | Global Industrial Company | MRC Global Inc. | | | GMS Inc. | MSC Industrial Direct Co. Inc. | |

  42. 2025 DNOW Peer Group

    Separately, the Compensation Committee engaged Zayla in September 2024 to conduct its annual 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 based on the peer group approved by the Compensation Committee. Zayla analyzed and compared each position’s responsibilities and job title to develop competitive market data. Its executive compensation review covered the following elements of compensation: base salaries, annual bonuses (realizable), and equity compensation (realizable). Zayla generated data on the components of the Company’s compensation program compared to the market 25th percentile, market 50th percentile, and market 75th percentile of the designated peer group. Based on the compiled data and the comparisons prepared by Zayla, the Compensation Committee, in consultation with the Company and Zayla, determined that the total direct compensation for the Company’s named executive officers relative to the designated peer group was generally positioned around the 50th percentile range of the peer group.

  43. Components of Compensation

    Annual Incentive Award The objectives of the Company’s annual cash incentive plan are to incentivize performance to achieve the Company’s corporate growth and profitability goals, encourage smart investments and prudent employment of capital, encourage efficient and optimal cash flow management, and provide competitive compensation packages to attract and retain management talent. The Company’s annual incentive plan is designed to reward its employees in line with the financial achievements of the Company on an annual basis. Most corporate exempt employees of the Company, including the named executive officers, were eligible to participate in the Company’s annual incentive plan in 2024, aligning a portion of each employee’s cash compensation with the Company’s performance. When the Company achieves strong financial results, its executives are rewarded through its annual incentive plan. The Company believes this structure helps keep the executives properly motivated to continue helping the Company achieve strong results year over year. The Company’s annual incentive plan has two independent pre-determined metrics to measure the Company’s success and payouts under such plan: (1) EBITDA excluding other costs percentage (“EBITDA”) and (2) working capital as a percentage of revenue (“Working Capital”). These two metrics were chosen to align management’s incentives with DNOW’s strategic goals, which have been extensively communicated to DNOW’s shareholders. EBITDA means earnings before interest, taxes, depreciation, and amortization. EBITDA excluding other costs (referred to as “EBITDA” within this document) is reconciled in the Company’s 2024 Form 10-K to the most comparable GAAP financial measure and excludes the impact of certain other amounts and is not calculated in accordance with GAAP. EBITDA is directly aligned with DNOW’s strategic goal to optimize operations. This metric incentivizes executive officers to focus on DNOW’s core operations and the overall health of its business. Working capital is defined as current assets (excluding cash) less current liabilities (excluding short-term borrowings) and is directly aligned with DNOW’s strategic approach to capital allocation. This metric incentivizes executive officers to focus on DNOW’s liquidity, operational efficiency and short-term financial health. Our shareholders consider both of these metrics to be very important to them in judging the Company’s overall performance.

  44. Components of Compensation

    | Annual Incentive Metric | Alignment With Strategy | | EBITDA (70%) | EBITDA is directly aligned with DNOW’s strategic goal to optimize operations. This metric incentivizes executive officers to focus on DNOW’s core operations and overall health of our business. | | Working capital (30%) | Working capital is directly aligned with DNOW’s strategic approach to capital allocation. This metric incentivizes executive officers to focus on DNOW’s liquidity, operational efficiency and short-term financial health. |

  45. Components of Compensation

    | Performance Levels | Payout Level | | Below Entry | No Payout | | Entry | 50% of Target Payout | | Target | 100% of Target Payout | | Maximum | 200% of Target Payout |

  46. Components of Compensation

    If the Company’s EBITDA or Working Capital is less than the entry level threshold, then there is no payout in that fiscal year for that performance metric portion of the annual incentive. Results falling between the stated thresholds of entry, target, and maximum will result in an interpolated or sliding scale payout. Effective February 2020, the Company added a threshold condition that the Company needed to achieve at least the Company’s entry level EBITDA before any bonus payout would be payable under either performance metric, regardless of what working capital metric was achieved. For 2024, the Chief Executive Officer’s participation level was 110% to better align amongst the Company’s peers at the CEO position, and the other executive officers’ participation levels were between 65-80%. These participation level percentages are based on each executive’s level of responsibility for the Company’s financial performance.

  47. Components of Compensation

    The target level is set based on the Company’s operating and financial plan for that given year, which is thoroughly prepared and reviewed by the Company each year based on projected industry market conditions for that year and the operating budgets announced by companies in the industry. This plan and the target objective are fully reviewed and vetted by the Compensation Committee as well as the Company’s full Board. The target objective is thus set at a level that the Company believes is challenging to meet but achievable if the Company properly and efficiently executes on its operational plan and market conditions are positive and favorable during the year. The entry and maximum level of EBITDA and Working Capital under the incentive plan are set based off of the target objective. The Compensation Committee believes this objective, formulaic measure allows the entry objective to be set at a level that the Company can achieve even if in down markets. The entry objective serves to motivate the Company’s executives to continue to work towards executing the Company’s operational plan if market conditions, which are generally outside the control of the Company, are not as favorable as originally projected. The Compensation Committee believes this objective, formulaic measure allows the “maximum” objective to be set at a level that would be extremely challenging for the Company to achieve. The Compensation Committee believes that, for the maximum objective to be achieved, a combination of market conditions being much more favorable than initially forecasted and the Company executing its operational plan in a highly efficient manner would need to occur. Depending on prevailing and forecasted market conditions from year to year, the EBITDA and Working Capital metric levels (entry, target, and maximum) may be reduced or increased from one year to the next. However, metric levels are not subject to change or adjustment during an active performance year. Any such reduction in metric levels from year to year does not mean the rigor of the annual cash incentive program has been reduced or lessened. Given that market conditions may be projected to be stronger in certain years (and performance is greater in those years) and weaker in other years (and performance is less in those years), as supported by the cyclical nature of certain of the industries the Company serves, the Compensation Committee and the Company take those factors into consideration when setting these metric levels on an annual basis to ensure, irrespective of the actual metric levels for a given year, that the Company’s annual cash incentive program maintains the same level of rigor each year in order to achieve an incentive payout.

  48. 2024 DNOW Inc. Annual Incentive Plan

    2024 DNOW Inc. Annual Incentive Plan In February 2024, the Compensation Committee approved the structure of the 2024 DNOW Inc. Annual Incentive Plan with 70% weighted to the EBITDA metric and the remaining 30% weighted to the Working Capital metric. The Compensation Committee approved the greater weighting to the EBITDA metric because the EBITDA metric is generally considered by the Company’s shareholders to be the most important financial metric for which the Company is measured. Also, as the Company has achieved greater historical success with the Working Capital metric, the Compensation Committee chose to incentivize better Company performance by having an increased weighting to the EBITDA metric. With respect to the EBITDA performance metric, the Compensation Committee approved the EBITDA performance metrics at 5.5%, 7.9% and 8.7% for the entry, target, and maximum levels for 2024, an increase year over year. The Compensation Committee believed that these EBIDTA metrics were consistent with prevailing market conditions and reasonable projections for 2024 as the Company envisioned a softer operating market for the 2024 fiscal year, but still heavily increased the entry and target metrics. With respect to the working capital metric, the Compensation Committee approved the working capital metrics at 20%, 18% and 16% for the entry, target and maximum levels, respectively, which were in line with market conditions and expectations as the costs of inventory and warehouse, selling, and administrative charges were expected to increase to align with the overall aim of growing the business in 2024.

  49. 2024 DNOW Inc. Annual Incentive Plan

    | | | EBITDA (70%) | Working Capital (30%)* | | 2024 | Maximum | 8.7% | 16% | | | Target | 7.9% | 18% | | | Entry | 5.5% | 20% | | | Actual Achievement | 7.4% | 14.9% | | 2023 | Maximum | 9% | 14% | | | Target | 7% | 17% | | | Entry | 4.75% | 20% | | | Actual Achievement | 7.9% | 16.7% |

  50. 2024 DNOW Inc. Annual Incentive Plan

    *To increase the difficulty level of achieving the working capital metric, percentages are reduced (i.e., lower working capital percentages indicate higher achievement by the Company). Payouts are determined by metric under the Company’s annual incentive plan using the following formula:

  51. 2024 Financial Results

    | Metric | Achievement | Achievement as a % of Target | Weighted Payout (%) | | EBITDA (70%) | 7.417% | 89.932% | 62.953% | | Working Capital (30%) | 14.9%* | 200% | 60% | | | | Bonus Tier Payout Ratio | 122.953% |

  52. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The primary purpose of the Company’s long-term incentive compensation is to focus its executive officers on a longer-term perspective towards the Company’s financial successes and their contributions in their managerial responsibilities. This component of an executive officer’s compensation directly links the officers’ interests with those of the Company’s stockholders. In addition, long-term incentives encourage management to focus on the Company’s long-term development and prosperity in addition to profitability and optimal cash flow. This helps balance long-term versus short-term business objectives, reinforcing that one should not be achieved at the expense of the other. The Company’s long-term incentive compensation program also serves to help the Company attract and retain management talent by having longer vest periods. The Company grants time-based restricted stock and performance-based share awards to the Company’s key executives based on competitive grants within the industry and on the level of long-term incentives appropriate for the employee’s total compensation. Such executives are eligible to receive restricted stock and performance share awards annually with other key employees of the management team who were eligible to receive equity grants on a discretionary basis. Performance-based share awards are only granted to executive management team members. Restricted stock and performance share awards are typically granted in February each year, as has been the Company’s long-standing practice, and vest after three years, subject to continued service through the vesting date. Eligibility for an award does not ensure receipt of an award. At the first quarterly meeting of any new fiscal year, the Compensation Committee reviews and approves the value and amount of the restricted stock and performance share awards to be awarded to executive officers.

  53. Equity Award Practices

    Equity Award Practices The first quarterly meeting of the Board typically occurs after the Company’s release of the financial results for the prior fiscal year through the filing of a Current Report on Form 8-K and accompanying earnings release and earnings call, but before the filing of the Company’s Annual Report on Form 10-K for that fiscal year. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards and has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of such options, the Board and the Committee will evaluate the appropriate steps to take in relation to the foregoing. The long-term equity incentive program is comprised of the following:

  54. Equity Award Practices

    | ● | 50% time-based restricted stock |

  55. Equity Award Practices

    | ● | 50% performance-based share awards |

  56. Equity Award Practices

    As explained in more detail below, the Company decided to eliminate stock option grants beginning with its 2022 long-term incentive compensation.

  57. Elimination of Stock Options

    Elimination of Stock Options In 2022, the Compensation Committee eliminated stock option grants from the 2022 DNOW Inc. Long-Term Incentive Plan, resulting in a split of 50% restricted stock and 50% performance share awards. The elimination of stock options does not decrease the projected compensation of the executives of the Company but only modifies the components of the long-term equity incentive program to more directly link to the financial performance of the Company even if the Company’s stock price falls below the price on the date of grant.

  58. Approval of 2024 Long-Term Incentive Plan

    Approval of 2024 Long-Term Incentive Plan In 2024, shareholders approved the 2024 LTIP which allows the Company the ability to make additional share grant awards promoting the long-term financial interests of the Company and modernized the terms and provisions of the form award agreement thereunder to reflect current market standards and practice. The purpose of the 2024 LTIP is to promote the long-term financial interests of the Company, including its growth and performance, by encouraging directors, officers and employees of the Company and its affiliates to acquire a meaningful ownership position in the Company. This enhances the ability of the Company to attract and retain directors, officers and key employees with outstanding skills and experience by providing those directors, officers, and key employees with an interest that is aligned with that of the Company’s stockholders. The 2024 LTIP permits the granting of any or all of the following types of awards: (1) Options, (2) Stock Appreciation Rights, (3) Restricted Shares, (4) Restricted Stock Units, (5) Other Share Based Awards, and (6) Other Cash-Based Awards. The 2024 LTIP is overseen by the Compensation Committee. All employees and directors of the Company are eligible to participate in the 2024 LTIP. The selection of those employees and directors is at the sole discretion of the Compensation Committee and the Chief Executive Officer. The Board believes that the future success of the Company is dependent upon the quality and continuity of management and that compensation programs (such as equity awards) are important in attracting and retaining individuals of superior ability and in motivating their efforts on behalf of the Company. The 2024 LTIP expires in May 2034.

  59. Performance-Based Share Awards vs. Time Based Restricted Stock

    Performance-Based Share Awards vs. Time Based Restricted Stock The Company’s long-term incentive compensation program is focused on employees who will have a greater impact on the direction and long-term results of the Company by virtue of their roles and responsibilities. Restricted stock award grants and performance award grants must be reviewed and approved by the Compensation Committee. The goal of the performance-based share award program for executives is to provide a compensation program that is competitive within the industry while directly linking a significant portion of the executive’s compensation to the financial performance of the Company for a three-year period. This at-risk component of compensation focuses executives on achieving strong financial performance for the Company over the long-term. The performance-based share awards received by the executives only have value if the Company’s designated financial performance objectives are met and exceeded. Additionally, the employee must remain employed during the three-year period required for the award to vest, thus providing an additional retention tool. Each performance-based share award program has a three-year performance period and therefore three overlapping performance-based share award programs with different metrics are in progress at any given time. Programs in effect during 2024 were 2022-2024, 2023-2025, and 2024-2026. The goal of time-based restricted stock award grants is to serve as a key retention tool for the Company to retain its executives and key employees. The restricted stock awards will have value to the executive even if the Company’s stock price falls below the price on the date of grant, provided that the executive remains employed during the full three-year period required for the award to vest. The Company believes that its equity incentive grants must be sufficient in size and duration to provide a long-term performance and retention incentive for executives. This also causes an individual to increase their interest in the appreciation of the Company’s stock and achievement of positive financial results, both in absolute terms and relative to its peers. The Company believes that restricted stock and performance award grants at a competitive level, with certain vesting requirements, are an effective way of promoting the long-term nature of its business while also serving as a retention tool for its executives. The Compensation Committee, Company management, and Zayla each believe it is important that a portion of the equity grants include a grant based on the satisfaction of specified performance conditions to determine vesting of that particular grant. After consultation with Company management and Zayla, the Compensation Committee established three separate performance metrics to be used for vesting of the performance share awards for executives. The Compensation Committee believed that the performance measures established serve to motivate the Company’s executives to deliver results aligned with the interests of Company stockholders. The performance share awards can be earned by the executives only by achieving performance levels against established goals and vesting three years from the grant date. The performance share awards are divided into three separate performance metrics:

  60. Performance-Based Share Awards vs. Time Based Restricted Stock

    | ● | 50% with a total shareholder return goal (“TSR”), |

  61. Performance-Based Share Awards vs. Time Based Restricted Stock

    | ● | 25% with an EBITDA goal, and |

  62. Performance-Based Share Awards vs. Time Based Restricted Stock

    | ● | 25% with a return on capital employed goal, using EBITDA (excluding other costs) as the numerator (“ROCE”). |

  63. Performance-Based Share Awards vs. Time Based Restricted Stock

    Performance against the TSR goal is determined by comparing the Company’s total shareholder return with the TSR of members of the Company’s designated peer group for the three-year performance period. As the peer group is reviewed annually by the Compensation Committee, this group is subject to change. The Compensation Committee believes that the members of the Company’s designated peer group are an appropriate benchmark against which to compare the Company’s TSR performance. Performance against the EBITDA percentage goal is determined by comparing the performance of the Company’s actual EBITDA percentage performance average for each of the three years of the performance period against the EBITDA goal set by the Compensation Committee. EBITDA excluding other costs excludes the impact of certain other amounts and is not calculated in accordance with GAAP. This differs from the annual incentive plan metric as it is based on a three-year performance period while the annual incentive plan metric is based on one year of performance. Performance against the return on capital employed goal is determined by comparing the performance of the Company’s actual return on capital employed as a percent of return of capital employed average for each of the three years of the performance period against the return on capital employed goal set by the Compensation Committee where the ROCE numerator is EBITDA excluding other costs. Depending on prevailing and forecasted market conditions from year to year, the EBITDA and ROCE metric levels (entry, target and maximum) may be increased or reduced from one year to the next. Any such reduction in metric levels from year to year does not mean the rigor of these performance measures in the performance-based share awards has been reduced or lessened. Given that market conditions may be projected to be stronger in certain years (and performance is greater in those years) and weaker in other years (and performance is less in those years), as supported by the cyclical nature of some of the industries the Company serves, the Compensation Committee and the Company take those factors into consideration when setting metric levels on an annual basis. This consideration ensures, irrespective of the actual metric levels for a given year, that the Company’s performance-based share award metrics maintain the same level of rigor each year in order to achieve an incentive payout. The Compensation Committee implemented this performance award structure to provide for long-term incentives comparable to those awards used by the Company’s peers, such as:

  64. Performance-Based Share Awards vs. Time Based Restricted Stock

    | ● | Making award payouts based on multiple measures/metrics; |

  65. Performance-Based Share Awards vs. Time Based Restricted Stock

    | ● | Encouraging long-term oversight of growth and goal accomplishments; and |

  66. Performance-Based Share Awards vs. Time Based Restricted Stock

    | ● | Providing an earn-out structure with a threshold and maximum payout with varying levels of performance to incentivize performance. |

  67. 2024 Performance-Based Share Awards

    | 2024- 2026 Levels | Payout % | Percentile Rank vs. Designated Peer Group (TSR) | Actual EBITDA Performance | Actual Return on Capital Employed (ROCE) Performance | | Maximum | 200% | 75th percentile or greater | 8.7% or higher | 17% or higher | | Target | 100% | 50th percentile | 7.9% | 15% | | Entry | 50% | 25th percentile | 5.5% | 10% | | No Payout | 0% | Less than 25th percentile | Less than 5.5% | Less than 10% |

  68. 2024-2026 Annual and Long-Term Incentive Programs

    2024-2026 Annual and Long-Term Incentive Programs On February 21, 2024, the Compensation Committee approved the grant of restricted stock awards, and performance share awards to its executive officers pursuant to the 2024 LTIP for the 2024-2026 performance period, as follows:

  69. 2024-2026 Annual and Long-Term Incentive Programs

    | Name | Shares of Restricted Stock (3 Years) (#) | Performance Awards (Target # of Shares) | | David Cherechinsky | 125,865 | 125,865 | | Mark Johnson | 34,589 | 34,589 | | Raymond Chang | 32,667(1) | 28,824 | | Kelly Munson | 21,138 | 21,138 | | Rocio Surratt | 10,569 | 10,569 |

  70. 2024-2026 Annual and Long-Term Incentive Programs

    | (1) Additional restricted stock (3,843 shares) was awarded to Mr. Chang in 2024, as part of the special bonus approved by the Compensation Committee in 2023 to be paid to Mr. Chang as a result of his successful management of two litigation matters in 2023 that were not ordinary or routine to the operations of the business where the Company was seeking damages. |

  71. 2024-2026 Annual and Long-Term Incentive Programs

    The value of such awards made to the Company’s executive officers above were at or near the 50th percentile median levels relative to their peers in the designated Company peer group. The restricted stock awards granted by the Company to its executive officers vest 100% on the third anniversary of the date of grant. The performance share awards can be earned by the executives only by achieving performance levels against established goals set forth above and vesting three years from the grant date.

  72. EBITDA Inclusion in Both Annual Incentive Plan and Performance Share Grants

    EBITDA Inclusion in Both Annual Incentive Plan and Performance Share Grants As a result of our shareholders conveying to the Company that the EBITDA metric is the most important key metric in which they measure the Company’s financial performance, it is also used as a portion of the Company’s performance-based share awards (it comprises 25% of such performance-based share awards, where such awards comprise 50% of the overall equity value provided to executives). The EBITDA metric in the annual incentive plan is measured over a one-year performance period, while the EBITDA metric in the long-term incentive plan is measured over a three-year performance period, providing some differentiation between the usage of this metric across both plans as market conditions, competition, and other factors may substantially vary over time. The Company does not believe that the duplication of the metric in both plans cause any concerns based on the importance of the metric.

  73. 2022-2024 Performance Period

    | 2022-2024 Levels | Payout % | Percentile Rank vs. Designated Peer Group (TSR) (50%) | Actual EBITDA Performance (25%) | Actual Return on Capital Employed (ROCE) Performance (25%) | | Maximum | 200% | 75th percentile or greater | 6.75% or higher | 6% or higher | | Target | 100% | 50th percentile | 4.75% | 5% | | Entry | 50% | 25th percentile | 2.75% | 4% | | No Payout | 0% | Less than 25th percentile | Less than 2.75% | Less than 4% |

  74. 2022-2024 Performance Period

    | Metric | Performance Result 2022-2024 | Payout % | | TSR | 38.40% percentile | 76.8% | | EBITDA | 7.85% | 200% | | ROCE | 18.56% | 200% |

  75. 2025 Annual and Long-Term Incentive Programs

    2025 Annual and Long-Term Incentive Programs On February 25, 2025, the Compensation Committee approved the terms and structure of the 2025 DNOW Inc. Annual Incentive Plan, based on two component metrics consistent with the EBITDA metric at 70% with the remaining 30% weighting to the Working Capital metric The Compensation Committee also approved the terms and structure of the 2025 long-term incentive grants for performance awards to the Company’s executives. The terms of such grants are consistent with those described under the section titled “Long-Term Incentive Compensation” above. The specific terms of the 2025 grants, including specific performance metrics and award amounts, will be disclosed in next year’s proxy along with any other relevant 2025 executive compensation details. On February 21, 2024, the Compensation Committee discussed using a 20-day volume weighted average stock price (VWAP) as the value for determining equity grants, in lieu of using the stock price on the date of grant to determine such value. On February 25, 2025, the Compensation Committee agreed that beginning with the Company’s next annual equity grant cycle in 2026, the Company would determine award values using a 20-day VWAP calculated immediately prior to the date of grant. The Compensation Committee believes that the use of a weighted average stock pricing methodology may help to alleviate potential stock price fluctuations that could impact the number of shares granted in any given year as well as the annual burn rate under the Company’s long-term incentive plan.

  76. Recoupment Policy and Other Considerations

    Recoupment Policy and Other Considerations “Clawback” Policies Regarding the Adjustment or Recovery of Compensation The Company’s current plan, the DNOW Inc. Long-Term Incentive Plan adopted in 2024 also identified herein as the 2024 LTIP, allows the Compensation Committee, at its sole discretion, to terminate any award if it determines that the recipient of such award has engaged in material misconduct. For purposes of this provision, material misconduct includes conduct adversely affecting the Company’s financial condition, operational results, or conduct which constitutes fraud or theft of Company assets, any of which would 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 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 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. In addition to the material misconduct trigger listed, the 2024 LTIP elaborates and expands on clawback rights triggered upon breach of certain conflicts of interest or violation of a non-competition, non-solicitation, non-disparagement or non-disclosure obligation owed to the Company. The 2024 LTIP also expands its whistleblower protection language and allows for an employee or director to make a report of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Exchange Act or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of federal law or regulation. The Company’s policy is consistent and in compliance with the requirements of Rule 10D-1 of the Securities Exchange Act of 1934. In addition, on November 15, 2023, the Board adopted the Incentive Based Compensation Recoupment Policy (the “Clawback Policy”) to satisfy the requirements of Exchange Act Rule 10D-1 and NYSE listing standards by providing for the recovery from any executive officer as defined in Rule 16a-1(f) under the Exchange Act of any “erroneously awarded compensation” (as defined in the Clawback Policy) in the event that the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. A copy of the Clawback Policy is filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Prohibition on Hedging and Pledging and Trading During Blackout Periods; Insider Trading Policy The Company has a policy in place prohibiting the Company’s employees (including its executives) and directors from engaging in hedging and pledging activities with respect to the Company’s shares. The Company prohibits its employees from making any short sales of any of the Company’s shares. The Company also restricts its employees from engaging in any transactions that hedge or offset, or are designed to hedge or offset, any decrease in the Company’s stock value. The policy also has prohibitions against the Company’s employees buying or selling puts, calls or options in respect of the Company’s shares. The Company also restricts employees from holding any shares of the Company in a margin account or pledging any Company stock as collateral. The Company has adopted insider trading policies and procedures that govern the purchase, sale, and/or other transactions of our securities by our directors, officers and employees. Copies of our insider trading policies are filed as Exhibits 19.1 and 19.2 to our Annual Report on Form 10-K/A filed on February 18, 2025 for the fiscal year ended December 31, 2024. In addition, with respect to the Company’s trading in its own securities, it is the Company’s policy to comply with applicable federal securities laws and applicable exchange listing requirements. Finally, the Company also restricts certain key employees from making any transactions during quarterly blackout periods. These periods begin the day after a fiscal quarter ends until one full day after the Company’s earnings results are released or occur when an employee has material or proprietary information which could affect the Company’s stock price which has not been publicly released. The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of such options, the Board and the Committee will evaluate the appropriate steps to take in relation to the foregoing.

  77. Employment Contracts, Termination of Employment, and Change-in-Control Arrangements

    Employment Contracts, Termination of Employment, and Change-in-Control Arrangements

  78. Cherechinsky, Johnson, Chang, Munson, and Surratt

    | • | long-term disability; |

  79. Cherechinsky, Johnson, Chang, Munson, and Surratt

    or if the employment relationship is terminated by the employee for Good Reason, the employee is entitled to receive a multiplier of their then current base salary (for Mr. Cherechinsky 3 times his current base salary, for Messrs. Johnson and Chang 2.5 times, and for Mses. Munson and Surratt 1.5 times). The executives are also entitled to an amount equal to the total of the employer matching contributions under the Company’s 401(k) Plan and Supplemental Plan as well as continued participation in the Company’s welfare and medical benefit plans. Further, any restricted stock held by the executive not already vested will be 100% vested. For reference, performance share awards will vest at the target rate (100%). Under the agreements, termination for “Good Reason” means:

  80. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The employment agreements require the Company to provide compensation to the named executive officers in the event of a termination of employment or change in control of the Company as explained herein. The Company’s Compensation Committee believes the payment and benefit levels provided upon termination or change of control should correspond to the level of responsibility and risk assumed by the named executive officer. The Compensation Committee recognizes that it is not likely that the Company’s named executive officers would be retained by an acquirer in the event of a change of control. As a result, the Compensation Committee believes that a certain amount of cash compensation, along with immediate vesting of all unvested equity compensation, is an appropriate and sufficient incentive for the named executive officers to remain employed with the Company, even if a change of control were imminent. It is believed that these benefit levels would provide the Company’s named executive officers with reasonable financial security so that they could continue to make strategic decisions to benefit the future of the Company. The amount of compensation payable to each named executive officer as of December 31, 2024 in each situation as required under the employment agreements is listed in the tables below.

  81. Executive Benefits and Payments Upon Termination

    Executive Benefits and Payments Upon Termination

  82. Executive Benefits and Payments Upon Termination

    | Name and Principal Position | Base Salary | Continuing medical benefits | Retirement Contribution and Matching | Value of Unvested Restricted Stock | Value of Unvested Performance Awards | Outplacement Services | Total ($) | | (a)(1) | (b) (2) | (c) | (d) | (e)(3) | (f) (4) | (g) (5) | (h) (6) | | David Cherechinsky President & Chief Executive Officer | $2,935,500 | $41,400 | $138,022 | $5,167,247 | $5,167,247 | $146,775 | $13,596,191 | | Mark Johnson Senior Vice President & Chief Financial Officer | $1,287,500 | $0 | $61,173 | $1,273,614 | $1,273,614 | $77,250 | $3,973,151 | | Raymond Chang VP, General Counsel, & Secretary | $1,178,320 | $301,053 | $59,485 | $1,248,609 | $1,198,611 | $70,699 | $4,056,777 | | Kelly Munson Chief Administrative and Information Officer | $587,100 | $41,400 | $46,491 | $863,305 | $863,305 | $58,710 | $2,460,311 | | Rocio Surratt VP– Finance and Corporate Controller | $424,875 | $0 | $27,337 | $431,646 | $431,646 | $42,488 | $1,357,992 |

  83. Executive Benefits and Payments Upon Termination

    | (1) The following table describes the potential payments upon an involuntary not for cause termination or change in control of the Company as of December 31, 2024. This assumes the employment relationship is terminated by the Company for any reason other than voluntary termination, termination for cause, death, or disability, or if the employment relationship is terminated by the executive for “Good Reason” as of December 31, 2024 as defined in their employment agreement. |

  84. Executive Benefits and Payments Upon Termination

    | (2) The named executive officers have the following base salary multipliers of their then current base salaries: Cherechinsky – 3 times, Johnson – 2.5 times, Chang – 2.5 times, Munson – 1.5 times, Surratt – 1.5 times. For purposes of this analysis, the named executive officers had the following base salaries as of December 31, 2024: Cherechinsky- $978,500; Johnson - $515,000; Chang - $471,328; Munson - $391,400; Surratt - $283,250. |

  85. Executive Benefits and Payments Upon Termination

    | (3) The value of unvested stock options, restricted stock, and performance share awards is based on the share price of $13.01, the Company’s closing stock price on December 31, 2024. Unvested restricted stock, performance share awards, and unvested stock options for each named executive officer are listed below. |

  86. Executive Benefits and Payments Upon Termination

    | a. | Cherechinsky: Unvested restricted stock includes 155,925 shares from 2022 grant, 115,385 shares from 2023 grant, and 125,865 shares from 2024 grant. Unvested performance share awards include 155,925 shares from 2022 grant, 115,385 from 2023 grant, and 125,865 shares from 2024 grant. |

  87. Executive Benefits and Payments Upon Termination

    | b. | Johnson: Unvested restricted stock includes 36,383 shares from 2022 grant, 26,923 shares from 2023 grant, and 34,589 shares from 2024 grant. Unvested performance share awards include 36,383 shares from 2022 grant, 26,923 shares from 2023 grant, and 34,589 shares from 2024 grant. |

  88. Executive Benefits and Payments Upon Termination

    | c. | Chang: Unvested restricted stock includes 36,383 shares from 2022 grant, 26,923 shares from 2023 grant, and 32,667 shares from 2024 grant. Unvested performance share awards include 36,383 shares from 2022 grant, 26,923 shares from 2023 grant, and 28,824 shares from 2024 grant. |

  89. Executive Benefits and Payments Upon Termination

    | d. | Munson: Unvested restricted stock includes 25,988 shares from 2022 grant, 19,231 shares from 2023 grant, and 21,138 shares from 2024 grant. Unvested performance share awards are 25,988 shares from 2022 grant, 19,231 shares from 2023 grant, and 21,138 shares from 2024 grant. |

  90. Executive Benefits and Payments Upon Termination

    | e. | Surratt: Unvested restricted stock includes 12,994 shares from 2022 grant, 9,615 shares from 2023 grant, and 10,569 shares from 2024 grant. Unvested performance share awards are 12,994 shares from 2022 grant, 9,615 shares from 2023 grant, and 10,569 shares from 2024 grant. |

  91. Executive Benefits and Payments Upon Termination

    | (4) For purposes of this analysis, we have assumed that the performance share awards vest at target (100%). |

  92. Executive Benefits and Payments Upon Termination

    | (5) Executives are also entitled to outplacement services valued at not more than 15% of base salary. For purposes of this analysis, we valued the outplacement services at 15% of base salary. |

  93. Executive Benefits and Payments Upon Termination

    | (6) In the event of: |

  94. Executive Benefits and Payments Upon Termination

    | • | a Company termination of the executive’s employment for cause; |

  95. Executive Benefits and Payments Upon Termination

    | • | the executive’s voluntary termination of his employment with the Company (not for “Good Reason”); or |

  96. Executive Benefits and Payments Upon Termination

    | • | the executive’s employment with the Company is terminated due to his death or disability; |

  97. Executive Benefits and Payments Upon Termination

    no extra benefits are payable by the Company to the executive as a result of any such event, other than accrued obligations and benefits owed by the Company to the executive (such as base salary through the date of termination and their outstanding balance in the Company’s 401(k) Plan and Supplemental Plan). In the event termination is not for cause, the executive would also be entitled to receive an amount equal to 50% of their base salary.

  98. Summary Compensation Table

    Summary Compensation Table

  99. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non- Equity Incentive Plan Compens- ation ($)(3) | Change in Pension Value and Nonqual- ified Deferred Compen- sation Earnings ($) | All Other Compen- sation ($)(4) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | David Cherechinsky President & Chief Executive Officer | 2024 2023 2022 | $977,952 $947,116 $797,116 | - - - | $3,765,881 $3,331,165 $3,232,886 | $1,323,404 $1,289,099 $1,421,822 | - - - | $13,800 $13,038 $11,077 | $6,081,037 $5,580,418 $5,462,901 | | Mark Johnson Senior Vice President & Chief Financial Officer | 2024 2023 2022 | $514,712 $499,038 $448,750 | - - - | $1,034,903 $777,267 $754,352 | $506,566 $542,779 $639,820 | - - - | $13,800 $13,200 $12,200 | $2,069,981 $1,832,284 $1,855,122 | | Raymond Chang VP, General Counsel, & Secretary | 2024 2023 2022 | $471,064 $457,262 $439,462 | - $50,000 - | $912,412 $777,267 $754,352 | $463,609 $496,751 $625,602 | - - - - | $13,800 $13,200 $12,200 | $1,860,885 $1,794,480 $1,831,616 | | Kelly Munson Chief Administrative and Information Officer | 2024 2023 2022 | $391,181 $378,750 $313,269 | - - - | $632,449 $555,199 $538,827 | $384,990 $412,512 $447,874 | - - - | $15,647 $15,150 $10,904 | $1,424,267 $1,361,611 $1,310,874 | | Rocio Surratt VP – Finance and Corporate Controller | 2024 2023 2022 | $283,092 $274,038 $223,750 | - - - | $316,224 $277,585 $269,423 | $226,372 $242,554 $259,927 | - - - | $11,324 $10,962 $8,654 | $837,012 $805,139 $761,754 |

  100. Summary Compensation Table

    | (1) The Compensation Committee approved the payment of a cash bonus to be paid to Mr. Chang as a result of his successful management of two litigation matters in 2023 that were not ordinary or routine to the operations of the business where the Company was seeking damages. |

  101. Summary Compensation Table

    | (2) The amounts reported in this column represent the aggregate grant date fair value of stock awards granted in the relevant year computed in accordance with FASB Topic 718, excluding forfeiture estimates. Refer to the Company’s 2024 Annual |

  102. Summary Compensation Table

    Report on Form 10-K, for all relevant valuation assumptions used to determine the grant date fair value of the stock awards included in this column. On February 21, 2024, the named executive officers were granted performance-based share awards, which are included in this column in the table above. The grants vest on the third anniversary of the date of grant, contingent on performance against three separate, independently established goals. For a more detailed discussion, see the section titled “Long-Term Incentive Compensation”. For the performance-based share awards, the value as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures, based upon the probable outcome of such conditions were as follows: Mr. Cherechinsky - $2,128,377; Mr. Chang - $487,414; Mr. Johnson - $584,900; Ms. Munson - $357,444; and Ms. Surratt - $178,722. For the performance-based share awards, the value as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures, assuming that the highest level of performance conditions will be achieved were as follows: Mr. Cherechinsky - $3,275,007; Mr. Chang - $849,995; Mr. Johnson - $900,006; Ms. Munson - $550,011; and Ms. Surratt - $275,005. 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 ASC Topic 718, excluding forfeiture estimates. Refer to the Company’s 2024 Annual Report on Form 10-K, for all relevant valuation assumptions used to determine the grant date fair value of option awards included in this column.

  103. Summary Compensation Table

    | (3) For further information, see the section titled “2024 DNOW Inc. Annual Incentive Plan.” |

  104. Summary Compensation Table

    | (4) The amounts include cash contributions under the Company’s 401(k) Plan and under the Supplemental Plan, both defined contribution plans at the rate of $1.00 per $1.00 employee contribution for the first 4% of the employee’s salary. No perquisites (such as security or a car allowance) totaling $10,000 or more were provided to any named executive officer in 2024. |

  105. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table provides information concerning stock options, restricted stock, and performance share awards granted to Named Executive Officers during the fiscal year ended December 31, 2024.

  106. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards

  107. 2024 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards (4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | David Cherechinsky | 2/21/2024 | $538,175 | $1,076,350 | $2,152,700 | 62,933 | 125,865 | 251,730 | 125,865 | $3,765,881 | | Mark Johnson | 2/21/2024 | $206,000 | $412,000 | $824,000 | 17,295 | 34,589 | 69,178 | 34,589 | $1,034,903 | | Raymond Chang | 2/21/2024 | $188,531 | $377,062 | $754,124 | 14,412 | 28,824 | 57,648 | 32,667 | $912,412 | | Kelly Munson | 2/21/2024 | $156,560 | $313,120 | $626,240 | 10,569 | 21,138 | 42,276 | 21,138 | $632,449 | | Rocio Surratt | 2/21/2024 | $92,057 | $184,113 | $368,226 | 5,285 | 10,569 | 21,138 | 10,569 | $316,224 |

  108. 2024 Grants of Plan-Based Awards

    | (1) Represents the range of possible payouts under our 2024 annual incentive compensation plan approved February 21, 2024 by the Compensation Committee. For a more detailed discussion, see the section titled “2024 DNOW Inc. Annual Incentive Plan.” |

  109. 2024 Grants of Plan-Based Awards

    | (2) Represents the range of possible payouts under our 2024-2026 performance-based share awards approved February 21, 2024 by the Compensation Committee. For a more detailed discussion, see the section titled “2024-2026 Annual and Long Term Incentive Compensation.” |

  110. 2024 Grants of Plan-Based Awards

    | (3) Represents the amount of restricted stock awards approved February 21, 2024 by the Compensation Committee. For a more detailed discussion, see the section titled “2024-2026 Annual and Long Term Incentive Compensation.” |

  111. 2024 Grants of Plan-Based Awards

    | (4) Assumptions made in calculating the value of option and restricted stock awards are further discussed in DNOW Inc. – Notes to Consolidated Financial Statements, Note 19, of the Company’s Form 10-K for the fiscal year ended December 31, 2024 and published on February 18, 2025. |

  112. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024

  113. Outstanding Equity Awards at December 31, 2024

    | Option Awards | | | | | | Stock Awards | | | | | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | 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) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | David Cherechinsky | 27,593 | | | $15.30 | 2/19/26 | | | | | | | 57,929 | | | $9.53 | 2/21/27 | | | | | | | 198,213 | | | $10.26 | 2/23/28 | | | | | | | | | | | | | | 155,925 (2) | $2,028,584 | | | | | | | | | | 155,925 (3) | $2,028,584 | | | | | | | | | | 115,385 (4) | $1,501,159 | | | | | | | | | | 115,385 (5) | $1,501,159 | | | | | | | | | | 125,865 (6) | $1,637,504 | | | | | | | | | | 125,865 (7) | $1,637,504 | | Raymond Chang | 20,778 | | | $15.30 | 2/19/26 | | | | | | | 43,621 | | | $9.53 | 2/21/27 | | | | | | | 32,617 | | | $10.26 | 2/23/28 | | | | | | | | | | | | | | 36,383 (2) | $473,343 | | | | | | | | | | 36,383 (3) | $473,343 | | | | | | | | | | 26,923 (4) | $350,268 | | | | | | | | | | 26,923 (5) | $350,268 | | | | | | | | | | 32,667 (6) | $424,998 | | | | | | | | | | 28,824 (7) | $375,000 | | Mark Johnson | 10,472 | | | $15.30 | 2/19/26 | | | | | | | 21,985 | | | $9.53 | 2/21/27 | | | | | | | 50,181 | | | $10.26 | 2/23/28 | | | | | | | | | | | | | | 36,383 (2) | $473,343 | | | | | | | | | | 36,383 (3) | $473,343 | | | | | | | | | | 26,923 (4) | $350,268 | | | | | | | | | | 26,923 (5) | $350,268 | | | | | | | | | | 34,589 (6) | $450,003 | | | | | | | | | | 34,589 (7) | $450,003 |

  114. Outstanding Equity Awards at December 31, 2024

    | Option Awards | | | | | | Stock Awards | | | | | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(8) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1)(8) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Kelly Munson | 10,000 | | | $9.90 | 2/20/25 | | | | | | | 3,965 | | | $15.30 | 2/19/26 | | | | | | | 20,985 | | | $9.53 | 2/21/27 | | | | | | | 27,599 | | | $10.26 | 2/23/28 | | | | | | | | | | | | | | 25,988 (2) | $338,104 | | | | | | | | | | 25,988 (3) | $338,104 | | | | | | | | | | 19,231 (4) | $250,195 | | | | | | | | | | 19,231 (5) | $250,195 | | | | | | | | | | 21,138 (6) | $275,005 | | | | | | | | | | 21,138 (7) | $275,005 | | Rocio Surratt | 12,545 | | | $10.26 | 2/23/28 | | | | | | | | | | | | | | 12,994 (2) | $169,052 | | | | | | | | | | 12,994 (3) | $169,052 | | | | | | | | | | 9,615 (4) | $125,091 | | | | | | | | | | 9,615 (5) | $125,091 | | | | | | | | | | 10,569 (6) | $137,503 | | | | | | | | | | 10,569 (7) | $137,503 |

  115. Outstanding Equity Awards at December 31, 2024

    | (1) Calculations based upon the closing price of the Company’s common stock on December 31, 2024 ($13.01). |

  116. Outstanding Equity Awards at December 31, 2024

    | (2) 2022 Restricted Stock Award – The grant vests 100% on February 22, 2025. |

  117. Outstanding Equity Awards at December 31, 2024

    | (3) 2022 Performance Share Award – The performance share awards can be earned by the executives only by achieving performance levels against established goals and vesting three years from the grant date. |

  118. Outstanding Equity Awards at December 31, 2024

    | (4) 2023 Restricted Stock Award – The grant vests 100% on February 20, 2026. |

  119. Outstanding Equity Awards at December 31, 2024

    | (5) 2023 Performance Share Award – The performance share awards can be earned by the executives only by achieving performance levels against established goals and vesting three years from the grant date. |

  120. Outstanding Equity Awards at December 31, 2024

    | (6) 2024 Restricted Stock Award – The grant vests 100% on February 21, 2027. |

  121. Outstanding Equity Awards at December 31, 2024

    | (7) 2024 Performance Share Award – The performance share awards can be earned by the executives only by achieving performance levels against established goals and vesting three years from the grant date. |

  122. Outstanding Equity Awards at December 31, 2024

    | (8) The number of performance shares reported in column (i) identified in Footnotes (3), (5), and (7) are calculated at a target level as is their associated payout value reported in column (j). As these grants as based on meeting or exceeding certain performance target metrics, payouts upon vest may vary from these calculations. |

  123. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table provides information on the amounts received by the named executive officers during 2024 upon the exercise of stock options or vesting of stock awards.

  124. 2024 Option Exercises and Stock Vested

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | (a) | (b) | (c)(1) | (d) | (e)(2) | | David Cherechinsky | 123,881 | $454,643 | 352,844 | $4,689,297 | | Raymond Chang | 93,284 | $336,755 | 58,063 | $771,657 | | Mark Johnson | 47,015 | $169,254 | 89,329 | $1,187,182 | | Kelly Munson | 0 | $0 | 49,131 | $652,951 | | Rocio Surratt | 0 | $0 | 22,332 | $296,792 |

  125. 2024 Option Exercises and Stock Vested

    | (1) Calculations based upon the average exercise price of the Company’s common stock on May 14, 2024 when the options were exercised (Cherechinsky: $13.57, Chang: $13.51, Johnson: $13.50) and the base price of those options ($9.90). |

  126. 2024 Option Exercises and Stock Vested

    | (2) Calculations based upon the vesting price of the Common’s stock on February 23, 2024 ($13.29). |

  127. Pension Benefits

    Pension Benefits The Company does not maintain any defined benefit pension plans.

  128. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation

  129. 2024 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 ($) | | (a) | (b) | (c) | (d) | (e) | (f) | | David Cherechinsky | $0 | $0 | $880 | - | $17,899 | | Raymond Chang | $0 | $0 | $10,049 | - | $48,512 | | Mark Johnson | $0 | $0 | $10,387 | - | $72,015 | | Kelly Munson | $99,928 | $2,347 | $22,427 | - | $169,525 | | Rocio Surratt | $0 | $0 | $0 | - | $0 |

  130. 2024 Nonqualified Deferred Compensation

    | (1) Executive contributions were from the executive’s salary and are included in the Summary Compensation Table under the “Salary” column. |

  131. 2024 Nonqualified Deferred Compensation

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

  132. 2024 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. |

  133. CEO Pay Ratio

    CEO Pay Ratio We are required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K to provide information about the relationship of the median annual total compensation of our worldwide employee population and the annual total compensation of Mr. Cherechinsky, our President and Chief Executive Officer (our “CEO”). The SEC rules for identifying the median employee and calculating the pay ratio allow companies to use a variety of methodologies and apply various assumptions, exclusions, and make reasonable estimates along with factors that impact our Company’s pay ratio such as our global workforce, varied currency exchange rates, etc. The application of various methodologies can result in significant differences in the results reported by SEC reporting companies. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio we report. For 2024, our last completed fiscal year:

  134. CEO Pay Ratio

    | • | the median of the estimated annual total compensation of all employees of our company (other than Mr. Cherechinsky), was $71,721; and |

  135. CEO Pay Ratio

    | • | the annual total compensation of Mr. Cherechinsky was $6,081,037. |

  136. CEO Pay Ratio

    For 2024, our Chief Executive Officer’s annualized total compensation was approximately 83.8 times the median annual total compensation of all Company employees. To identify the median of the estimated annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows: 1. As permitted under the SEC rules, in order to identify our median employee, we used a consistently applied compensation measure of estimated total cash compensation earned from January 1, 2024 to December 31, 2024. We determined our employee population as of December 31, 2024 and annualized total cash compensation for those permanent employees who commenced work during 2024. We did not make any cost-of-living adjustments when identifying our median employee. 2. In calculating the estimated annual total compensation of the median employee and CEO, we identified and included the elements of such compensation in accordance with the requirement of Item 402(c)(2)(x) of Regulation S-K. 3. Due to changes in our employee population and compensation structure, we are not using the same median employee as in prior years. To identify employees subject to the pay ratio rule, we started with a total employee population of 2,423 (1,736 U.S. employees and 687 non-U.S. employees), including full-time, part-time, and seasonal workers of the Company and its consolidated subsidiaries. 4. Next, for all other non-U.S. employees paid in local non-U.S. currency, salaries were denominated in U.S. dollars by applying applicable currency exchange rates in place on December 31, 2024. This currency exchange was necessary for comparison to our CEO pay which is denominated in U.S. dollars. We then identified the median employee based on a tabulation of year-to-date earnings for all included employees on December 31, 2024, the last day of our fiscal year. We used total annual cash compensation as reported in our payroll systems on December 31, 2024, to prepare a listing of the compensation of all employees. Total annual cash compensation included salary (fixed and hourly), overtime pay, bonuses and incentives. From this list, we identified our median employee, based in the US, of the annual total compensation of all employees. We believe the pay ratio disclosed above is a reasonable estimate calculated in accordance with SEC rules based on our records and the methodology described above.

  137. 2024 Pay vs Performance Disclosure

    2024 Pay vs Performance Disclosure

  138. Tabular Pay vs. Performance Disclosures

    Tabular Pay vs. Performance Disclosures (1)

  139. Tabular Pay vs. Performance Disclosures

    | | Summary | | Summary | | Average Summary | Average | Value of Fixed $100 Investment Based On: | | | | | | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | DNOW | PHLX Oil Service | | | | | Table Total | Actually Paid | Table Total | Actually Paid | Table Total | Actually Paid | Total Shareholder | Sector Index Total | Net | EBITDA Excluding | | Year | for PEO 1 | to PEO 1 (2) | for PEO 2 | to PEO 2 (2) | for Non-PEO NEOs | for Non-PEO NEOs (2) | Return (3) | Shareholder Return (3) | Income (Loss) | Other Costs (4) | | 2024 | $6,081,037 | $7,015,251 | – | – | $1,548,036 | $1,704,142 | $116 | $102 | $81,000,000 | $176,000,000 | | 2023 | $5,580,418 | $3,130,263 | – | – | $1,448,379 | $1,035,809 | $101 | $115 | $135,000,000 | $184,000,000 | | 2022 | $5,462,901 | $10,850,759 | – | – | $1,439,842 | $2,421,547 | $113 | $113 | $128,000,000 | $175,000,000 | | 2021 | $5,988,481 | $5,474,012 | – | – | $1,329,206 | $1,291,068 | $76 | $70 | $5,000,000 | $45,000,000 | | 2020 | $1,274,988 | $90,220 | $675,231 | ($537,929) | $519,014 | $133,931 | $64 | $58 | ($427,000,000) | ($47,000,000) |

  140. Tabular Pay vs. Performance Disclosures

    | 1. | Mr. Cherechinsky served as our principal executive officer for the full year for each of 2024, 2023, 2022, and 2021 and for a portion of 2020 (“PEO 1”). Mr. Alario served as our principal executive officer for a portion of 2020 (“PEO 2”). For each of 2024, 2023, 2022, 2021, and 2020, our non-PEO named executive officers included Mr. Johnson, Mr. Chang, Ms. Munson, and Ms. Surratt. |

  141. Tabular Pay vs. Performance Disclosures

    | 2. | Equity compensation fair value calculated based on assumptions determined in accordance with FASB ASC Topic 718. |

  142. Tabular Pay vs. Performance Disclosures

    | 3. | For each of 2024, 2023, 2022, 2021 and 2020, total shareholder return for the Company and the peer group was calculated as the yearly percentage change in cumulative total shareholder return based on a deemed fixed investment of $100 at market close on December 31, 2019. The yearly percentage change in cumulative total shareholder return was measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for the period from December 31, 2019 through and including the last day of the covered fiscal year (the “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between stock price per share at the end and the beginning of the Measurement Period, divided by (b) stock price per share at the beginning of the Measurement Period. For purposes of this pay versus performance disclosure, our peer group consists of the PHLX Oil Service Sector Index. For purposes of calculating the Peer Group total shareholder return, the returns of each component issuer of the group were weighted according to the respective issuers’ stock market capitalization at the beginning of the Measurement Period. Because fiscal years are presented in the table in reverse chronical order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |

  143. Tabular Pay vs. Performance Disclosures

    | 4. | EBITDA excluding other costs (referred to as “EBITDA” within this document) is reconciled in the Company’s 2024 Form 10-K to the most comparable GAAP financial measure. This financial measure excludes the impact of certain other amounts and is not calculated in accordance with GAAP. |

  144. PEOs Compensation Actually Paid Calculation Detail

    PEOs Compensation Actually Paid Calculation Detail

  145. PEOs Compensation Actually Paid Calculation Detail

    | | Year | | | | | | | Compensation Element | 2020 (PEO 1) | 2021 (PEO 1) | 2022 (PEO 1) | 2023 (PEO 1) | 2024 (PEO 1) | 2020 (PEO 2) | | SCT Reported Total Compensation | $1,274,988 | $5,988,481 | $5,462,901 | $5,580,418 | $6,081,037 | $675,231 | | Aggregate SCT Reported Equity Compensation (-) | $706,204 | $4,305,835 | $3,232,886 | $3,331,165 | $3,765,881 | $0 | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | $509,175 | $3,548,758 | $5,111,796 | $2,543,085 | $3,650,088 | $0 | | Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+) | ($647,694) | $53,500 | $3,436,810 | ($1,654,346) | $628,952 | $0 | | Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | $0 | $0 | $0 | $0 | $0 | $0 | | Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+) | ($340,044) | $189,108 | $72,138 | ($7,729) | $421,055 | ($1,213,160) | | Compensation Actually Paid Determination | $90,220 | $5,474,012 | $10,850,759 | $3,130,263 | $7,015,251 | ($537,929) |

  146. NEOs Average Compensation Actually Paid Calculation Detail

    NEOs Average Compensation Actually Paid Calculation Detail

  147. NEOs Average Compensation Actually Paid Calculation Detail

    | | Year | | | | | | Compensation Element | 2020 | 2021 | 2022 | 2023 | 2024 | | SCT Reported Total Compensation | $519,014 | $1,329,206 | $1,439,842 | $1,448,379 | $1,548,036 | | Aggregate SCT Reported Equity Compensation (-) | $263,181 | $667,673 | $579,239 | $596,830 | $723,997 | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | $189,733 | $550,281 | $915,878 | $455,634 | $702,119 | | Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Outstanding (+) | ($189,765) | $20,191 | $626,032 | ($267,774) | $112,690 | | Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | $0 | $0 | $0 | $0 | $0 | | Year-Over-Year Change in Fair Value of Awards Granted During Prior FY & Vesting During Covered FY (+) | ($121,870) | $59,063 | $19,034 | ($3,600) | $65,293 | | Compensation Actually Paid Determination | $133,931 | $1,291,068 | $2,421,547 | $1,035,809 | $1,704,142 |

  148. NEOs Average Compensation Actually Paid Calculation Detail

    The following graphical comparisons show the relationships between certain figures included in the Pay Versus Performance table for each of 2024, 2023, 2022, 2021, and 2020, including: comparisons between (i) the compensation actually paid to the PEOs and the average compensation actually paid to our NEOs,(ii) each of Total Shareholder Return, Net Income and EBITDA Excluding Other Costs; and (iii) a comparison between our cumulative total shareholder return and the total shareholder return of the PHLX Oil Service Sector Index. * In all three charts above, 2020 includes the aggregate compensation actually paid for Mr. Cherechinsky (PEO 1) and Mr. Alario (PEO 2). Since Mr. Cherechinsky was the only PEO in Fiscal Years 2021, 2022, 2023, and 2024, those years reflect only his compensation actually paid. The following lists what we believe represent the most important performance measures used to link compensation actually paid to our PEO and NEOs for 2024 to our performance:

  149. NEOs Average Compensation Actually Paid Calculation Detail

    | 1. | EBITDA Excluding Other Costs 2. Net Working Capital (NWC) 3. Return on Capital Employed (ROCE) 4. Relative TSR (rTSR) |

  150. NEOs Average Compensation Actually Paid Calculation Detail

    See the “ Compensation Discussion & Analysis ” above and published in our prior proxy statements for additional detail on executive compensation actions.

  151. 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 for the year ended December 31, 2024.

  152. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | (a) | (b) | (c)(1)(2) | (d) | (e) | | Richard Alario | $155,250 | $191,013 | - | $346,263 | | Terry Bonno | $115,000 | $125,003 | - | $240,003 | | Galen Cobb | $107,500 | $125,003 | - | $232,503 | | Paul Coppinger | $117,500 | $125,003 | - | $242,503 | | Karen David-Green | $107,500 | $125,003 | - | $232,503 | | Rodney Eads | $120,000 | $125,003 | - | $245,003 | | Sonya Reed | $103,750 | $125,003 | - | $228,753 |

  153. DIRECTOR COMPENSATION

    | (1) The aggregate number of outstanding shares of restricted stock as of December 31, 2024 for each director are as follows: Mr. Alario – 13,311; Ms. Bonno – 8,711; Mr. Cobb – 8,711; Mr. Coppinger – 8,711; Ms. David-Green – 8,711; Mr. Eads – 8,711; and Ms. Reed – 8,711. Award price is based on the value of the shares on the date of grant and is subject to variance based on share price change. |

  154. DIRECTOR COMPENSATION

    | (2) Calculations based upon the closing price ($14.35) of the Company’s common stock on May 22, 2024 when shares were granted. |

  155. DIRECTOR COMPENSATION

    In 2024, members of the Company’s Board who were not full-time employees of the Company received the following cash compensation below. Mr. Cherechinsky, as a full-time employee of the Company, did not receive any compensation for his service as a director.

  156. DIRECTOR COMPENSATION

    | Compensation | 2024 Payments | | Meeting Fees | $0* | | Board Retainer | $90,000 annually | | Chairman Retainer | $11,000 quarterly | | Audit Chair Retainer | $30,000 annually | | Audit Member Retainer | $17,500 annually | | Comp & ESGN Chair Retainer | $20,000 annually | | Comp & NCG Member | $7,500 annually |

  157. DIRECTOR COMPENSATION

    * If the number of annual board meetings (not including committee meetings) exceeds more than eight (8) total, a meeting fee of $2,000 per meeting (for each non-employee director) will take effect. For reference, there were four total board meetings in 2024. Members of the Board are also eligible to receive stock options and awards, including restricted stock, performance awards, phantom shares, stock payments, or SARs under the 2024 LTIP. The Board approved the grant of 8,711 shares of restricted stock awards on May 22, 2024 to each non-employee director under the 2024 LTIP with the exception of Mr. Alario who as Chairman was awarded 13,311 shares of restricted stock awards (valued annually at approximately $66,000 more than the common director grant). The restricted stock award shares vest in full on the first anniversary of the date of the grant.