DEF 14A of NOV Inc.
Filed Apr 9, 2025 · FY20240001193125-25-076219
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Clay C. Williams, Marcela E. Donadio, Ben A. Guill, David D. Harrison, Christian S. Kendall, Patricia Martinez, Patricia B. Melcher, William R. Thomas, and Robert S. Welborn are nominees for directors for a one-year term expiring at the Annual Meeting in 2026, or when their successors are elected and qualified. Each of the nominees was elected as a director at the 2024 Annual Meeting, with the exception of Mr. Kendall, who was not yet serving on the Board. We believe each of the nominees will be able to serve if elected. However, if any nominee is unable to serve, the remaining members of the Board of Directors (the “Board”) have authority to nominate another person, elect a substitute, or reduce the size of the Board. Proxies cannot be voted for a greater number of persons than the number of nominees named. The Board approved the director nominees recommended by the Nominating/Corporate Governance Committee, and has set the total number of directors of the Company at nine, effective as of the Annual Meeting. After consultation with Mr. Greg L. Armstrong and Mr. Eric L. Mattson, the Nominating/Corporate Governance Committee made the decision not to re-nominate Mr. Armstrong or Mr. Mattson at the Annual Meeting due to their future personal schedules and other time commitments. Their terms of office will cease at the 2025 Annual Meeting, absent their earlier death, resignation, or removal. The Company appreciates Mr. Armstrong’s and Mr. Mattson’s distinguished service on the Board.
CLAY C. WILLIAMS, 62
CLAY C. WILLIAMS, 62
CLAY C. WILLIAMS, 62
| | Mr. Williams has been a Director of the Company since November 2013 and Chairman of the Board since May 2014. Mr. Williams has served as the Company’s Chief Executive Officer since February 2014 and as the Company’s President from December 2012 to March 2025. Mr. Williams served as the Company’s Chief Operating Officer from December 2012 until February 2014. Mr. Williams previously served as the Company’s Executive Vice President from February 2009 and as the Company’s Senior Vice President and Chief Financial Officer from March 2005 until December 2012. He served as Varco International Inc.’s Vice President and Chief Financial Officer from January 2003 until its merger with the Company on March 11, 2005. From May 2002 until January 2003, Mr. Williams served as Varco’s Vice President Finance and Corporate Development. From February 2001 until May 2002, and from February 1997 until February 2000, he served as Varco’s VP – Corporate Development. Mr. Williams also served as a director of Crestwood Equity Partners L.P. (NYSE: CEQP) until the company was acquired in November 2023. Mr. Williams has been an officer of a publicly traded company since 1997, occupying positions of increasing importance from VP – Corporate Development to Senior VP and CFO, to President and COO, to President and CEO. Mr. Williams has extensive experience with the Company and the oil service industry. Mr. Williams has an MBA degree from the University of Texas at Austin, as well as a Bachelor of Science degree in Civil/Geological Engineering from Princeton University. Mr. Williams has also gained valuable outside board experience from his tenure as a director of Benchmark Electronics, Inc. and Crestwood Equity Partners L.P. | | MARCELA E. DONADIO, 70 | | | | Ms. Donadio has been a Director of the Company since April 2014. She was the Americas Oil & Gas Sector Leader of Ernst & Young LLP, from which she retired in March 2014. Ms. Donadio joined Ernst & Young LLP in 1976, serving since 1989 as audit partner for multiple companies in the oil and gas industry. She held various energy industry leadership positions until being named Americas Oil & Gas Sector Leader in 2007. In that role, she was responsible for one of the firm’s most significant industry groups in the U.S. and throughout the Americas. Ms. Donadio also served as spokesperson of the firm on business and industry issues affecting energy companies, including those relevant to accounting standards. Ms. Donadio also serves as a director of Norfolk Southern Corporation (NYSE: NSC), a transportation company, and Freeport-McMoRan (NYSE: FCX), a mining company. From 2014 until its acquisition by Conoco Phillips in November 2024, Ms. Donadio served as a director of Marathon Oil Corporation, as well as its lead independent director from 2021. Ms. Donadio has over 37 years of audit and public accounting experience with a specialization in domestic and international operations in all segments of the energy industry. Ms. Donadio has in-depth experience on numerous audit engagements of global energy companies conducted in compliance with the Sarbanes-Oxley Act and under the financial reporting requirements of the SEC. Ms. Donadio has dual United States and Panamanian citizenship, earned a Bachelor of Science degree in Accounting from Louisiana State University and is a licensed certified public accountant in the State of Texas. |
BEN A. GUILL, 74
BEN A. GUILL, 74
BEN A. GUILL, 74
| | Mr. Guill has served as a Director of the Company since 1999. He is a Founding Partner of White Deer Energy, a middle market private equity fund focused on energy investments. Until April 2007, he was President of First Reserve Corporation, a corporate manager of private investments focusing on the energy and energy-related sectors, which he joined in September 1998. Prior to joining First Reserve, Mr. Guill was the Managing Director and Co-head of Investment Banking of Simmons & Company International, an investment-banking firm specializing in the oil service industry. Mr. Guill has an MBA degree and 27 years of experience in investment banking and 21 years of experience in private equity. Mr. Guill also served as president of a private investment firm focused on the energy sector. Mr. Guill has over 40 years of experience in the energy industry as an investment banker and private equity investor. Mr. Guill has also gained valuable outside board experience from his previous tenures as a director of Emerald Oil, Inc., Dresser, Inc., Quanta Services, Inc., T-3 Energy Services, Inc., and Chart Industries, Inc., and the general partner of Cheniere Energy Partners, L.P. Since January 2025, Mr. Guill has also served as a director of Flowco Holdings Inc. |
DAVID D. HARRISON, 77
DAVID D. HARRISON, 77
DAVID D. HARRISON, 77
| | Mr. Harrison has been a Director of the Company since August 2003. He served as Executive Vice President and Chief Financial Officer of Pentair, Inc., a diversified manufacturer in water technologies and enclosures businesses, from February 2000 until his retirement in February 2007. He also served as Executive Vice President and Chief Financial Officer of Pentair, Inc. from 1994 to 1996. From 1972 through 1994, Mr. Harrison held various domestic and international finance positions with a combination of General Electric and Borg-Warner Chemicals. Mr. Harrison served as a director of Navistar International Corporation until his retirement from the Board in October 2012. Navistar is a holding company whose wholly owned subsidiaries produce International® brand commercial trucks. Mr. Harrison retired as a director of James Hardie Industries (ASX: JHX; NYSE: JHX) in November 2021 after 13 years of service. James Hardie is a leading fiber cement technology company. Mr. Harrison has over 30 years of experience being a certified management accountant and 15 years of experience serving as a chief financial officer and chief accounting officer of publicly traded companies. Mr. Harrison has over 50 years of continuous experience in major domestic and foreign companies in a variety of different industries. Mr. Harrison’s experience outside the energy industry helps provide a different perspective for the Company. He has a bachelor’s degree in accounting and an MBA. He has also gained valuable outside board experience from his tenure as a director of Navistar International Corporation and James Hardie Industries, where he served as the Chairman of the Remuneration Committee and Nominations and Governance. | | CHRISTIAN S. KENDALL, 58 | | | | Mr. Kendall has been a Director of the Company since December 2024. Mr. Kendall has more than 30 years of experience in the global oil and gas industry, including as a director, President, and Chief Executive Officer of Denbury Inc. from 2017 to 2023 prior to its acquisition by Exxon Mobil Corporation in November 2023 and thereafter as an advisor to Exxon Mobil Corporation in 2024. Denbury filed for Chapter 11 bankruptcy protection in July 2020 and emerged successfully from bankruptcy in September 2020 under his leadership. Prior to joining Denbury, Mr. Kendall was with Noble Energy, serving as the Senior Vice President, Global Operations Services. During his 14-year tenure at Noble Energy, Mr. Kendall held several international and domestic leadership roles, primarily in the Eastern Mediterranean, Latin America, and the Gulf of Mexico regions. Mr. Kendall began his energy career at Mobil Corporation in 1989. He received a Bachelor of Science in Engineering, Civil Specialty from the Colorado School of Mines and graduated from Harvard Business School’s Advanced Management Program. Mr. Kendall currently serves as a director of California Resources Corporation, chair of its Nominating & Corporate Governance Committee, and member of its Audit Committee. He also serves as a director of Carbon TerraVault, a subsidiary of California Resources Corporation, and as a director of Range Resources Corporation. |
PATRICIA MARTINEZ, 50
PATRICIA MARTINEZ, 50
PATRICIA MARTINEZ, 50
| | Ms. Martinez has been a Director of the Company since March 2024. In August 2024, Ms. Martinez was appointed President and Chief Executive Officer of Cormetech, a leading carbon capture solutions provider. From January 2021 to February 2024, Ms. Martinez was the Chief Energy Transition Officer of Enerflex Ltd. and was formerly President of Enerflex’s Latin American business. Ms. Martinez joined Enerflex in 2014 when the company acquired Axip Energy Services L.P. international assets. At the time of the acquisition, Ms. Martinez was SVP for Axip, a successor of Valerus Compression Services, where she was VP of Latin America from 2009 to 2013 and Director of International Ventures from 2007 to 2009. Prior to joining Valerus in 2007, Ms. Martinez held several positions in sales and marketing with Shell Oil Products U.S. from 2003 to 2007. Ms. Martinez began her career at Conoco Argentina (a former Dupont subsidiary), where she worked in sales and marketing between 1996 and 1998. Ms. Martinez also serves as a director of Par Pacific Holdings Inc. (NYSE: PARR). Ms. Martinez has over 25 years of energy industry experience, including growing energy businesses in international markets, and more recently guiding and developing projects within the energy transition ranging from CCUS to hydrogen to biogas. Additionally, Ms. Martinez has ten years of experience as an executive of a global energy services company operating in 17 countries around the world and seven years of experience as an executive of a private equity backed global energy services company operating in ten countries. During her career, Ms. Martinez oversaw complex operations with over 400 people and $1 billion of natural gas midstream assets. Ms. Martinez received a bachelor’s degree in business administration and marketing from Universidad Argentina de la Empresa and an MBA from Houston Baptist University. | | PATRICIA B. MELCHER, 65 | | | | Ms. Melcher has been a Director of the Company since January 2024. Ms. Melcher is a Managing Partner of EIV Capital, an energy-focused private equity firm she co-founded in 2009. Prior to co-founding EIV Capital, Ms. Melcher founded Allegro Capital Management in 1997, an investment firm which made equity investments in energy companies and provided consulting services. During her tenure at Allegro, she served as interim chief executive officer for Petrocom Energy Group from 2003 to 2004. Ms. Melcher joined SCF Partners at its formation to focus on private equity investments in the oilfield services sector and held positions of increasing responsibility from 1989 to 1994. Ms. Melcher began her career as an investment banker for Simmons & Company International in 1986. Ms. Melcher also served as a director of Hornbeck Offshore Services, Inc. from its IPO in 2002 until it was taken private in 2020. Ms. Melcher has over 35 years of experience in energy finance and private equity investing with roles in private equity, investment banking, financial consulting, and executive management. Throughout her career, Ms. Melcher has been responsible for overseeing the financial performance of companies and has significant experience in assessing risks in both the traditional and renewable energy sectors. She has a broad understanding of the financial needs and strategic priorities of companies across industries as an investor and/or board member, including for-profit and non-profit entities. Ms. Melcher received a Bachelor of Science in Systems Engineering from the University of Virginia and a Master of Business Administration from Harvard University. |
WILLIAM R. THOMAS, 72
WILLIAM R. THOMAS, 72
WILLIAM R. THOMAS, 72
| | Mr. Thomas has been a Director of the Company since November 2015. Mr. Thomas served as the Non-Executive Chairman of EOG Resources, Inc. from October 2021 until October 2022 (NYSE: EOG). From January 2014 to October 2021, Mr. Thomas served as the Chairman and CEO of EOG. Prior to that, he served as President and Chief Executive Officer from July 2013 through December 2013 and as President from September 2011 to July 2013. Mr. Thomas previously held other leadership positions at EOG, including Senior Executive Vice President, Exploitation and Senior Executive Vice President, Exploration. Mr. Thomas was with EOG and its predecessor companies from 1979 until his retirement, effective October 2021. Mr. Thomas was the Chief Executive Officer and a director of EOG for over seven years. Through his service at EOG and various leadership positions held with EOG, he has gained valuable knowledge of the oil and gas industry and extensive experience in assessing the risks associated with various energy industry cycles. Mr. Thomas received a Bachelor of Science degree in Geology from Texas A&M University in 1975. | | ROBERT S. WELBORN, 52 | | | | Mr. Welborn has been a Director of the Company since October 2021. From November 2020 through August 2024, Mr. Welborn served as the Head of Meta Decision Science for Meta Inc. Prior to that, he was the Head of Programs Data Science, Small Business Group for Meta Inc., where he oversaw the development of solutions used by over 140 million businesses around the world. Before joining Meta Inc. in 2020, he held various positions within General Motors between 2018 and 2020, including Global Chief Data and Analytics Officer and served in several positions of increasing responsibility at USAA between 2009 and 2017, including Chief Data Scientist. From 1996 to 2009, Mr. Welborn was employed at Perot Systems and Wagonhound Investments. Mr. Welborn successfully passed the first examination of the Chartered Financial Analyst certification, which largely focused on corporate finance, accounting, debt structure, and risk management. Mr. Welborn holds a Bachelor of Science in Engineering from Texas A&M University and a Master of Business Administration from the University of California, San Diego. |
WILLIAM R. THOMAS, 72
Your Board of Directors recommends that you vote “FOR” the election of the nine nominees for director.
Compensation Committee
| • | approve and evaluate all compensation of directors and executive officers, including salaries, bonuses, compensation plans, policies, and programs of the Company; and |
BOARD OF DIRECTORS
BOARD OF DIRECTORS
RODNEY C. REED, 44
RODNEY C. REED, 44
RODNEY C. REED, 44
| | Mr. Reed has served as the Company’s Senior Vice President and Chief Financial Officer since March 2025. Mr. Reed joined the Company in July 2014 as the Vice President of Internal Audit. From September 2015 to June 2018, he served as the Company’s Vice President of Corporate Development. From June 2018 to September 2022, he served as President of the Company’s Completion Tools business unit, and from September 2022 to March 2025, he served as President of the Company’s Process Flow Technologies business unit. Prior to joining NOV, Mr. Reed served as Senior Manager for Ernst & Young. Mr. Reed holds bachelor’s and master’s degrees in accounting from Louisiana State University, where he was a two-time First-Team Academic All-American. | | JOSEPH W. ROVIG, 64 | | | | Mr. Rovig has served as the President of the Energy Equipment segment since January 2024. Previously, Mr. Rovig was the President of Rig Technologies from March 2014 to December 2023. Mr. Rovig has also served as Group Vice President of Global Operations, Vice President of the Eastern Hemisphere, Director of Service and Repair and Senior Vice President of the Offshore Drilling Equipment group within the Company’s Rig Technologies division. Mr. Rovig joined the Company in 2002. Prior to joining the Company, he worked for two drilling contractors in various positions, both domestically and internationally. Mr. Rovig’s internationally-based positions cover twenty years of experience with multiple locations in Asia and Europe. |
RODNEY C. REED, 44
| SCOTT B. LIVINGSTON, 55 | | | | Mr. Livingston has served as the President of the Energy Products and Services segment since January 2024. Mr. Livingston joined the Company in 2001, garnering increasing levels of management responsibilities for global projects and operations, first focused on the offshore energy market. From 2018 to 2023, Mr. Livingston served as the President of the Intervention and Stimulation business unit. From 2012 to 2018, Mr. Livingston served in various senior management roles, leading various aspects of the Company’s onshore and offshore global businesses, production operations, and engineering. From 2006 to 2012, he worked in Singapore as VP of Installation and Commissioning for NOV’s projects with newly constructed deep-water rigs during the height of the global offshore build-cycle. Prior to joining NOV, Mr. Livingston served eight years as an officer in the US Air Force, involved in maintenance, logistics, and program management for new aircraft weapons systems. Mr. Livingston graduated from Texas A&M with a bachelor’s in industrial engineering and obtained a master’s of logistics management from Georgia College while in the military. |
CRAIG L. WEINSTOCK, 66
CRAIG L. WEINSTOCK, 66
CRAIG L. WEINSTOCK, 66
| | Mr. Weinstock has served as the Company’s Senior Vice President, Secretary, and General Counsel since October 2014. Prior to his promotion, Mr. Weinstock served as the Company’s Chief Compliance Officer. Before joining the Company in October 2013, he practiced law at Locke Lord LLP in Texas for 29 years counseling corporate boards and independent directors regarding governance, securities and compliance matters. While practicing with Locke Lord, Mr. Weinstock worked on behalf of the Company on a variety of matters. Mr. Weinstock holds a Bachelor of Arts from the State University of New York and a J.D. from Vanderbilt Law School. |
CHRISTY H. NOVAK, 52
CHRISTY H. NOVAK, 52
CHRISTY H. NOVAK, 52
| | Ms. Novak has served as the Company’s Vice President, Corporate Controller, and Chief Accounting Officer since November 2021. Prior to her promotion, Ms. Novak served as the Company’s Vice President of Accounting Systems since 2020. From 2013 to 2020, she served as the Vice President of Finance for the Company’s Rig Technologies operating segment. Since joining the Company in 2005, Ms. Novak has advanced through several positions of increasing responsibility and has successfully led initiatives to strengthen and streamline the accounting function and develop talent within the finance organization. Prior to joining the Company, she spent nearly ten years in public accounting with Ernst & Young where she served various audit clients in the manufacturing and energy industries. Ms. Novak graduated from Texas A&M University with a BBA in Accounting and is a Certified Public Accountant. |
2024 Executive Compensation Decisions
| • | Discontinued the 10% of bonus target tied to an energy transition performance measure for the 2024 annual incentive plan in light of the Company’s progress over that time period in advancing its product offerings across wind, geothermal, and other similar areas. |
2024 Executive Compensation Decisions
| • | Continued the safety measure which was added to the annual incentive plan starting in 2023 which the Company believes will continue to emphasize its safety culture and HSE performance across all business units. |
At-Risk Compensation
| • | Annual Bonus Payout Slightly Below Target: The Company fell short of our pre-set financial goals and earned slightly-below-target bonuses for 2024 corporate performance. |
At-Risk Compensation
| • | Below Target Long-Term Incentive Outcomes: The 2022 performance shares were earned at 78.45% of target based on our three-year TSR performance relative to the OSX index and pre-established NVA goals. Additionally, as of December 31, 2024, all previously granted stock options were underwater. |
CEO Realizable Pay
CEO Realizable Pay The majority of the compensation value our CEO will ultimately receive is directly tied to the Company’s actual operational and financial performance and absolute and relative stock price performance. The following table demonstrates the strong link between pay and performance by comparing the CEO’s intended target compensation value relative to his realizable value as of December 31, 2024 ($ in thousands): In the chart above, “Target Compensation” refers to the annual target total compensation opportunities offered to the CEO across 2022, 2023, and 2024 and includes base salary, target bonus opportunity, and the grant date intended value of the long-term incentive awards in each of the 3 years. The amounts indicated in the Realizable columns refer to the corresponding amounts earned, or on track to be earned, from the 2022, 2023, and 2024 target compensation opportunities as of December 31, 2024. “Realizable Compensation” includes base salary and bonus actually earned each year as well as the intrinsic value of long-term incentive awards based on the Company’s closing stock price on December 29, 2024. The 2022 performance award reflects the actual total payout of 78.45% of target. The 2023 award was tracking at 30% of target and the 2024 award was tracking at 25% of target; however, those awards will not be completed until December 2025 and 2026, respectively.
Good Pay Practices
| What We Do . . . | | What We Do Not Do . . . | | | ☑ | Pay for Performance | ☒ | No gross-up payments to cover excise taxes or perquisites | | ☑ | Tie significant levels of compensation to key corporate goals | ☒ | No guaranteed annual or multi-year bonuses | | ☑ | Annual Bonuses and Long-Term Incentives are subject to the Company’s clawback policy | ☒ | No repricing of underwater stock options | | ☑ | Bonus payments to executives under the annual cash incentive program are capped at a certain percentage of the executive’s base salary | ☒ | No dividend equivalents paid prior to vesting of performance awards (and never on unearned portion of awards) | | ☑ | Stock Ownership Guidelines for executives and directors | ☒ | No dividends payable on any other unvested awards | | ☑ | Varied performance metrics under short-term and long-term incentive plans | ☒ | No significant compensation in the form of perquisites for executives | | ☑ | Double Trigger Provisions for Change in Control | | | | ☑ | Independent Consultant Reports Directly to the Compensation Committee | | | | ☑ | Review Tally Sheets When Making Executive Compensation Decisions | | | | ☑ | Mitigate Undue Risk in Compensation Programs | | |
Compensation Philosophy
| • | Provide a strong emphasis on performance, tied to balanced short- and long-term objectives; |
Compensation Philosophy
| • | Provide a market-competitive pay level; |
Compensation Philosophy
| Total Compensation | | | Components of Compensation | Purpose | | 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 | | | Annual Incentives (Cash) | • Incentivize and reward executives for achieving the Company’s corporate growth and profitability goals • Encourage smart investments and prudent deployment of capital • Attract, motivate, and retain high quality management talent • Provide competitive cash compensation opportunity | | Stock Options | • Link a portion of executive compensation to the enhancement of stockholder value • Focus executives on share price appreciation and reward for creating long-term stockholder value • Require 3-year level vesting, thus serving as a retention tool | | Performance Shares | • Recognize the Company’s total shareholder performance relative to industry peers • NVA and TSR performance measures • Provide a long-term incentive vehicle tied to a 3-year performance goal | | Restricted Stock | • Align interests of executives with shareholders by providing long-term stock ownership • Provide forfeitable ownership stake (3-year level vesting) to encourage retention |
Role of Compensation Consultant
Role of Compensation Consultant Since 2016, Meridian has been engaged as the Compensation Committee’s compensation consultant to serve as its advisor on executive compensation matters. Meridian provides advice and analysis to the Compensation Committee on the design, structure, and level of executive compensation. Meridian has previously conducted a competitive review of executive compensation for the Company’s Named Executive Officers relative to its peer companies, as well as to analyze internal pay equity, share usage and dilution. Meridian analyzed and compared each position’s responsibilities and job title to develop competitive market data based on data from proxy statements and other public filings. In November 2024, Meridian generated data on the components of the Company’s compensation program compared to the competitive market data range (25th percentile to 75th percentile) of the designated peer group.
Market Considerations
Market Considerations As part of its process to establish compensation levels for the Company’s Named Executive Officers, the Compensation Committee compares each of the major elements of compensation (base salary, annual bonus, and long-term incentives) for each of its Named Executive Officers against the compensation provided to comparable executive officers at companies in a designated peer group. The Company’s peer group for 2024, as approved by the Compensation Committee in 2023, was as follows:
Annual Incentive Plan
Annual Incentive Plan The objectives of the Company’s annual cash incentive plan are to incentivize performance to achieve the Company’s corporate growth, profitability, and operational goals (including safety goals), encourage smart investments and prudent return on capital, and provide competitive compensation opportunities to attract and retain high quality management talent. Annual Incentive Award Opportunities Annual incentive opportunities are provided to the Company’s Named Executive Officers under the Company’s 2024 Incentive Compensation Plan. Each year, the Compensation Committee establishes the target annual incentive opportunity for each Named Executive Officer as a specified percentage of his or her base salary. These target percentages are based on each executive’s level of responsibility for the Company’s financial performance. Incentive payouts will vary based on actual performance against performance objectives. The Compensation Committee made no adjustments to the target bonus levels under the 2024 annual incentive plan for the Named Executive Officers, except for the adjustment for Mr. Livingston due to his promotion to President of the Energy Products and Services segment.
Annual Incentive Plan
| | Annual Target Bonus Opportunity (As Percent of Salary) | | | | Name | 2022 | 2023 | 2024 | | Clay C. Williams | 125% | 130% | 130% | | Jose A. Bayardo | 85% | 85% | 85% | | Joseph W. Rovig | 85% | 85% | 85% | | Scott B. Livingston | 65% | 65% | 85% | | Craig L. Weinstock | 85% | 85% | 85% |
Annual Incentive Plan
Performance Metrics The incentive plan provides for cash awards if the Company achieves certain pre-established financial objectives based on the Company’s financial plan. The Company’s annual financial plan, approved by the Board each year, is established through a comprehensive budget and financial planning process, which includes a detailed analysis of the Company’s market outlook, available strategic alternatives, and anticipated cost reductions. Adjusted EBITDA was selected as a measure for the 2024 annual incentive plan given our continued focus on the operating profitability of our business and the ongoing macroeconomic challenges in the oil and gas industry. The Company discloses Adjusted EBITDA in its periodic earnings press releases and other public disclosures to provide investors additional information about the results of ongoing operations. The Company has included a working capital modifier in the annual incentive plan since 2018 to drive improvements in capital efficiency and cash flow. The Company continued the safety performance measure (“Safety”) that was first added to the 2023 annual incentive plan. The Company believes that this measure emphasizes the Company’s safety culture and HSE performance across all business units. All participants, including the NEOs, have at least 10% of their incentive plan tied to the safety measure – 5% is based on the achievement of certain total recordable incident rate (“TRIR”) performance levels and 5% is based on the achievement of certain annual safety goals, including safety training hours and other organizational safety initiatives determined at the business unit/segment level. Safety results for each segment are a rollup of the business units that make up the segment, while corporate results are a rollup of the entire Company. The Compensation Committee paused the talent mobility lever that applied in 2023 on top of the bonus target levels for the Segment Presidents given the organizational changes that were to take place in 2024.
Annual Incentive Plan
| Metric | Definition | Rationale | | Adjusted EBITDA | Operating profit excluding depreciation, amortization, gains, and losses on sales of fixed assets and, when applicable, Other Items. | Adjusted EBITDA was selected given our continued focus on operating profitability, particularly given the ongoing macroeconomic challenges in the oil and gas industry. | | Safety | This metric is based on the Company’s total recordable incident rate (TRIR) and annual safety goals. | The Safety measure was selected to build and improve safety culture across the organization. | | Working Capital Modifier | Adjusted Working Capital shall be calculated as follows: (Accounts Receivable + Inventory + Contract Assets + Prepaid - Factored Accounts Receivable) - (Accounts Payable + Contract Liabilities + Accrued Cost of Goods Sold). Adjusted EBITDA will be increased by $0.15 for each $1 of Adjusted Working Capital savings below the target and reduced by $0.15 for each $1 of working capital used above the target. | The purpose of the working capital modifier is to drive improvements in capital efficiency and cash flow. |
Annual Incentive Plan
Payout Calibration Payouts under the annual incentive plan are formulaically determined and vary based on performance against pre-established objectives. The Adjusted EBITDA and Safety metrics have a Threshold, Target, and Maximum level of achievement, which corresponds to a Threshold, Target, and Maximum level of payout. Results falling between the stated thresholds of Threshold, Target, and Maximum will result in an interpolated payout. Below the threshold level of performance, there is no payout. The payout is capped once the Maximum performance level is achieved. Payout Results Payouts are determined by metric under the annual incentive plan using the following formula: The Company delivered 3.3% revenue growth and a 11% improvement in Adjusted EBITDA in comparison to 2023. For 2024, the incentive plan Target Adjusted EBITDA was set at the Company’s financial plan Adjusted EBITDA as publicly reported in the Company’s financial statements as adjusted for certain non-recurring items and other accounting adjustments. The Minimum level was set at 60% of Target and the Maximum level was set at 140% of Target. The corporate performance was below the Target level of Adjusted EBITDA, while business segment EBITDA was mixed. The Working Capital Modifier reduced the Adjusted EBITDA score, while the Company exceeded its safety metrics. Actual bonuses paid to executives were calculated as follows:
Annual Incentive Plan
| | | | | | 2024 Actual Results | | 2024 Payout Percentages | | | | Weight | Min (10% of target payout) | Target (100% of target payout) | Max (200% of target payout) | Without WCM Applied | With WCM Applied | Without WCM Applied | With WCM Applied | | Corporate (Williams, Bayardo, Weinstock) | | | | | | | | | | NOV Adjusted EBITDA ($mil) | 90% | $668 | $1,113 | $1,558 | $1,058 | $1,048 | 89% | 87% | | NOV Safety: TRIR | 5% | 1.32 | 0.82 | 0.25 | 0.57 | n/a | 144% | n/a | | NOV Safety: Annual Goals | 5% | Achieved | | | | | 200% | n/a | | Energy Equipment (Rovig) | | | | | | | | | | NOV Adjusted EBITDA ($mil) | 45% | $668 | $1,113 | $1,558 | $1,058 | $1,048 | 89% | 87% | | EE Adjusted EBITDA ($mil) | 45% | $343 | $571 | $800 | $606 | $599 | 115% | 112% | | EE Safety: TRIR | 5% | 1.25 | 0.75 | 0.25 | 0.50 | n/a | 150% | n/a | | EE Safety: Annual Goals | 5% | Achieved | | | | | 200% | n/a | | Energy Products & Services (Livingston) | | | | | | | | | | NOV Adjusted EBITDA ($mil) | 45% | $668 | $1,113 | $1,558 | $1,058 | $1,048 | 89% | 87% | | EPS Adjusted EBITDA ($mil) | 45% | $455 | $759 | $1,062 | $648 | $644 | 67% | 66% | | EPS Safety: TRIR | 5% | 1.38 | 0.88 | 0.25 | 0.66 | n/a | 135% | n/a | | EPS Safety: Annual Goals | 5% | Achieved | | | | | 200% | n/a |
Annual Incentive Plan
| Working Capital Modifier | | | | | | | | | | | Target Adjusted Working Capital | | Actual Adjusted Working Capital | | Working Capital (above) / below Target | Modifier Factor | | Change to Adjusted EBITDA ($M) | | NOV(1) | $3,328 | - | $3,396 | = | ($68)x | 15% | = | ($10) | | Energy Equipment(2) | $1,994 | - | $2,038 | = | ($44)x | 15% | = | ($7) | | Energy Products & Services(3) | $1,334 | - | $1,358 | = | ($24)x | 15% | = | ($4) |
Annual Incentive Plan
| (1) Target Adjusted Working Capital equal to 38% of 2024 annualized revenue |
Annual Incentive Plan
| (2) Target Adjusted Working Capital equal to 41% of 2024 annualized revenue |
Annual Incentive Plan
| (3) Target Adjusted Working Capital equal to 33% of 2024 annualized revenue |
Annual Incentive Plan
2024 Annual Incentive Compensation Bonus Payouts
Annual Incentive Plan
| Name | Base Salary | Target Bonus % | Target Bonus $ | Actual Bonus $ | Overall % of Target Bonus | | Clay C. Williams | $1,000,000 | 130% | $1,300,000 | $1,238,978 | 95% | | Jose A. Bayardo | $725,000 | 85% | $616,250 | $587,323 | 95% | | Joseph W. Rovig | $600,000 | 85% | $510,000 | $546,081 | 107% | | Scott B. Livingston | $550,000 | 85% | $467,500 | $399,786 | 86% | | Craig L. Weinstock | $565,000 | 85% | $480,250 | $457,707 | 95% |
Long-Term Incentive Compensation
Long-Term Incentive Compensation The primary purpose of the Company’s long-term incentive compensation program is to:
Long-Term Incentive Compensation
| • | Focus its executives on the Company’s long-term development and prosperity in addition to annual financial goals; |
Long-Term Incentive Compensation
| • | Balance long-term versus short-term business objectives, reinforcing that one should not be achieved at the expense of the other; and |
Long-Term Incentive Compensation
| • | Link the officers’ interests with those of the Company’s stockholders. |
Long-Term Incentive Compensation
The executives’ long-term incentive awards are benchmarked to ensure the type, value, and amount of each award are consistent with market practices and aligned with the Company’s philosophy. For 2024, target equity values remained the same as 2023 for the Named Executive Officers. Based on the foregoing, on February 6, 2024, the Compensation Committee approved the grant of stock options, restricted stock units, and performance share awards to the Company’s Named Executive Officers pursuant to the NOV Inc. Long-Term Incentive Plan:
Long-Term Incentive Compensation
| Name | Intended Target Equity Value* | Securities Underlying Stock Options (#) | Restricted Stock Units (#) | Performance Awards (Target # of Shares) | | Clay C. Williams | $9,000,000 | 284,450 | 128,425 | 256,849 | | Jose A. Bayardo | $2,800,000 | 88,496 | 39,954 | 79,909 | | Joseph W. Rovig | $1,900,000 | 60,051 | 27,112 | 54,224 | | Scott B. Livingston | $1,500,000 | 47,408 | 21,404 | 42,808 | | Craig L. Weinstock | $1,700,000 | 53,729 | 24,258 | 48,516 |
Long-Term Incentive Compensation
| * The intended target value differs somewhat from the required accounting values used in the Summary Compensation Table. Final share amounts for the performance awards and restricted stock units were determined by dividing the value of the award by the closing price on February 6, 2024 ($17.52). The final number of stock options was determined using an estimated Black-Scholes value based on the closing price on February 6, 2024. |
Long-Term Incentive Compensation
Stock Options The options were granted at a price equal to the closing trading price of the Company’s common stock on the NYSE on the date of approval of the grants by the Compensation Committee ($17.52 per share). Each of such options has a term of ten years and vests in three equal annual installments commencing on the first anniversary of the grant. Restricted Stock Units The restricted stock units granted vest in three equal annual installments commencing on the first anniversary of the date of grant. Beginning in 2023, the Compensation Committee determined to grant restricted stock units in lieu of restricted stock awards to enable the Company to offer the retention of equity in a retirement program. Performance Share Awards The performance share awards can be earned based on performance against pre-established goals and vest three years from the grant date (performance period is January 1, 2024 to December 31, 2026). The performance share awards are divided into two independent parts that are subject to two separate performance metrics: 85% in value based on the Company’s TSR (total shareholder return) goal; and 15% in value based on the Company’s internal NVA goal (returns-based metric). The TSR goal can only be achieved if the percentile ranking of the Company’s TSR (total shareholder return) as measured against the TSR of the constituent members of the OSX Index over a three-year performance period exceeds certain levels. The Compensation Committee believes that the members of the OSX index are an appropriate benchmark against which to compare the Company’s TSR performance. The TSR goal is subject to a vesting cap equal to 100% of the target level if the Company’s absolute TSR over the performance period is negative, regardless of relative TSR results. Conversely, if the Company’s absolute TSR is greater than 15% annualized over the performance period, the payout amount shall not be less than 50% of the target level, regardless of relative TSR results. The following table summarizes the absolute TSR collar limitation:
Long-Term Incentive Compensation
| Annualized Three-Year Absolute TSR | Impact on Final Payout | | > 15% | Floor of 50% of Target Level, regardless of relative TSR results | | 0% to 15% | No adjustment | | < 0% | Cap of 100% of Target Level, regardless of relative TSR results |
Long-Term Incentive Compensation
The NVA goal is based on the Company’s NVA (NOV Value Added) over the three-year performance period. “NVA” is calculated as an amount equal to the Company’s (a) gross cash earnings less (b) average gross operating assets times a 9% required return on assets. The following table summarizes the payout thresholds for the 2024 Performance Share Awards:
Long-Term Incentive Compensation
| Level | TSR: Percentile Rank vs OSX Comparator Group (85%) | NVA: Absolute NVA Performance (15%) | Payout Percentage* | | Maximum | 75th Percentile & above | $124M NVA | 200% Target Level | | Target | 50th Percentile | Equal to 2023 NVA of $(32)M* | 100% Target Level | | Threshold | 25th Percentile | $(188)M | 50% Target Level | | No payout | Below 25th Percentile | Below $(188M) | 0% |
Long-Term Incentive Compensation
| * 2023 Actual NVA as adjusted for timing of write-offs, tax rate of 23%, cost of capital of 9%. |
Long-Term Incentive Compensation
Results falling between threshold, target, and maximum will result in a linearly interpolated payout. 2022 Performance Share Awards Results The 2022 Performance Share Awards were divided into two independent parts subject to two separate performance metrics: 85% in value based on the Company’s TSR (total shareholder return) goal; and 15% in value based on the Company’s internal NVA goal (returns on capital metric). The performance period commenced on January 1, 2022 and ended on December 31, 2024. The TSR portion of the award was based on the Company’s TSR performance as measured against the TSR of the constituents of the OSX Index over a three-year performance period. The TSR calculation ranked the Company’s stock performance against the OSX peer group using the average of the first and last 30 days of the vesting period and assumes the reinvestment of dividends. The NVA portion of the award was based on the Company’s NVA from the over the three-year performance period. NVA was calculated as an amount equal to the Company’s (a) gross cash earnings less (b) average gross operating assets times an amount equal to a required return on assets. The Company’s three-year average TSR was -1%, which ranked 11th in the OSX comparator group during the 2022-2024 performance period. Within the OSX comparator group, the Company placed above the 25th percentile but below the 50th percentile (29th percentile). The TSR result was above the threshold level but below the target level. As a result, 57% of the target shares from the TSR-based awards vested. The TSR-based award is also subject to a vesting cap equal to 100% of the target level if the Company’s absolute TSR over the Performance Period is negative, regardless of relative TSR results. However, the cap did not apply since the payout was 57% of target, which was below the 100% vesting cap. The Company’s absolute NVA performance at the end of the performance period was positive $26.9 million and above the maximum level. As a result, 200% of the shares from the NVA-based award vested. The total weighted payout percent for 2022 performance share awards grant was 78.45%. The Compensation Committee certified the results for the 2022 performance share awards on February 19, 2025.
Retirement, Health, and Welfare Benefits
Retirement, Health, and Welfare Benefits The Company offers retirement, health, welfare, and wellness programs to all eligible employees. The Company’s executive officers generally are eligible for the same benefit programs on the same basis as the rest of the Company’s employees. The health and welfare programs cover medical, pharmacy, dental, vision, life, accidental death and dismemberment, and disability insurance. A selection of supplemental benefits is also available for employees to elect at their own expense. U.S. employees may also earn wellness incentives by participating in voluntary wellness activities. The Company offers retirement programs that are intended to supplement the employee’s personal savings. The programs include the NOV Inc. 401(k) (“401k Plan”) and the NOV Inc. Non-Qualified Deferred Compensation Plan (“NDCP”). The Company’s U.S. employees, including its executives, are generally eligible to participate in the 401k Plan. Employees of the Company whose base salary meets or exceeds a certain dollar threshold and whose position is deemed to be eligible as established by the Company’s benefits plan administrative committee are generally eligible to participate in the NDCP. Participation in the 401k Plan and NDCP is voluntary. The NDCP is a non-qualified plan that allows participants to continue saving and receiving Company contributions towards retirement when, due to compensation and contribution ceilings established under the Internal Revenue Code, they or the Company can no longer contribute to the 401k Plan. In 2022, the Compensation Committee adopted a retirement policy for equity awards (the “Equity Retirement Program”). The Equity Retirement Program provides certain benefits to long-term employees to permit such individuals to elect retirement, including (a) full or partial continued vesting of certain equity awards, and (b) an extended post-employment exercise period for non-qualified stock options and stock appreciation rights. If the award (i.e., restricted stock units or non-qualified stock options, etc.) was granted more than 12 months prior to the retirement date, such awards will continue to vest based upon the original vesting dates in the applicable award agreements. For grants that were issued less than 12 months prior to the retirement date requested by the employee, a prorated amount of the award will vest based on the number of full calendar months between the grant date and such retirement date. Shares will be held until the scheduled vesting date. The retiree will be required to agree to certain post-employment restrictions, including non-competition and non-solicitation covenants, in order to retain his or her equity. The Equity Retirement Program applies to the 2022 equity awards and any future equity awards granted to eligible employees. The Compensation Committee also authorized and directed the Company to adopt an amendment to the Company’s group health plan to provide extended medical benefits for certain employees in the United States (the “Retiree Medical Plan”). The amendment outlines the circumstances under which an employee who provides services in the United States will be eligible to receive post-employment medical coverage until such individuals are eligible to receive medical benefits under Medicare. Coverage will end for the retiree and their dependents when the retiree turns age 65 and becomes eligible to participate in Medicare. Coverage will also end if the retiree is eligible or becomes eligible to receive comprehensive medical coverage under another employer’s group health plan, the retiree provides services to a competitor of the Company, or the retiree fails to pay the required premiums. In order to participate in both the Equity Retirement Program and the Retiree Medical Plan, the employee must attain at least 60 years of age at the time of retirement and must have completed at least ten years of total service and at least five years of consecutive service with the Company prior to retirement. Additionally, employees must obtain approval of their proposed retirement date from the Company before they are eligible to participate. The Company’s Named Executive Officers are eligible to participate in the Equity Retirement Program and the Retiree Medical Plan (provided they satisfy the plan eligibility requirements).
Option Grant Practices
Option Grant Practices Historically, the Company has granted stock options to its key employees, including executives, in the first quarter of the year. The Company does not have any program, plan, or practice to time its option grants to its executives in coordination with the release of material non-public information and has not timed its release of material non-public information for the purposes of affecting the value of executive compensation. The Company does not set the grant date of its stock option grants to new executives in coordination with the release of material non-public information. The Compensation Committee has the responsibility of approving any Company stock option grants and does not delegate material aspects of long-term incentive plan administration to any other person. The Company’s senior executives, in coordination with the Compensation Committee, set a time for the Compensation Committee to meet during the first quarter of the year to review and approve stock option grants proposed by the senior executives. The specific timing of the meeting during the quarter is dependent on committee member schedules and availability and the Company finalizing its stock option grant proposal. If approved by the Compensation Committee, the grant date for stock option awards is the date the Compensation Committee meets and approves the grant, with the exercise price for the option equal to the Company’s closing stock price on the date of grant. The Company recognizes that its stock price fluctuates over time and in certain cases quite significantly. As stock option grants have historically been granted on an annual basis during the first quarter of the calendar year, executives who have been employed with the Company for some time have received grants with varying exercise prices. The ten-year term of the options also helps reward its executives who remain with the Company, as it provides the executives time, so long as they continue employment with the Company, to realize financial benefits from their option grants after vesting.
Recoupment Policy
Recoupment Policy On October 2, 2023, the Board of Directors adopted the NOV Inc. Compensation Recovery Policy (“Compensation Recovery Policy”). The Compensation Recovery Policy conforms with the NYSE’s new listing standards which require listed companies to adopt and comply with a written policy providing for the recovery, in the event of a required accounting restatement, of incentive-based compensation received by current or former executive officers where that compensation is based on erroneously reported financial information. The Compensation Recovery Policy provides for the recovery of erroneously awarded incentive-based compensation from current and former executive officers in the event of an Accounting Restatement (as defined in the policy) resulting from the Company’s material noncompliance with any financial reporting requirement under US securities laws. In the event of an Accounting Restatement, the Company shall seek to recover any erroneously awarded incentive-based compensation received by an executive officer during the three-year period immediately preceding the date when the Company is required to prepare an Accounting Restatement. On October 2, 2023, the Board of Directors also approved certain amendments to the Company’s existing NOV Inc. Supplemental Clawback Policy (“Supplemental Clawback Policy”) in light of NYSE listing rules adopted in 2023. The amendments to the Supplemental Clawback Policy clarify that the Compensation Recovery Policy shall take precedence in all situations where it applies. The Supplemental Clawback Policy preserves the Compensation Committee’s ability to claw back compensation from a wider group of persons and allows the Compensation Committee, in its sole discretion, to terminate any award, including performance-based awards and time-based awards, if it determines that the recipient of such award has engaged in material misconduct that requires the Company to make a restatement of its reported financial statements. A similar clawback provision was included in the NOV Inc. Long-Term Incentive Plan and the participants’ Award agreements. For purposes of this clawback policy, material misconduct includes conduct adversely affecting the Company’s financial condition, results of operations, or conduct which constitutes fraud or theft of Company assets, any of which require the Company to make a restatement of its reported financial statements. If any material misconduct results in any error in financial information used in the determination of compensation paid to the recipient of any equity award, and the effect of such error is to increase the payment amount pursuant to such award, the Compensation Committee may also require the recipient to reimburse the Company for all or a portion of such increase in compensation provided in connection with any such award. In addition, if there is a material restatement of the Company’s financial statements that affects the financial information used to determine the compensation paid to the recipient of an award, then the Compensation Committee may take whatever action it deems appropriate to adjust such compensation.
Compensation Consultant Independence
Compensation Consultant Independence In furtherance of maintaining the independence of the Compensation Committee’s compensation consultant, the Compensation Committee has the sole authority to retain or terminate its compensation consultant. The Compensation Committee annually reviews and approves total expenditures paid to the independent compensation consultant. Meridian and its affiliates did not provide any services to the Company or any of the Company’s affiliates other than advising the Compensation Committee on director and executive officer compensation during 2024.
Recent Developments for 2025 Compensation
Recent Developments for 2025 Compensation On February 19, 2025, the Compensation Committee, in connection with its annual review of executive compensation and performance, and in consultation with Meridian, approved the base salaries, annual incentive targets, and long-term incentive awards of the Company’s executive officers. The Compensation Committee decided to maintain our general approach to executive compensation, with an emphasis on short and long-term incentive compensation that rewards our executives when they achieve the Company’s financial and operational goals and deliver value for our stockholders. The Compensation Committee, in connection with its annual review of executive compensation and performance, after consulting with Meridian, approved the following:
Recent Developments for 2025 Compensation
| • | Held 2025 base salaries, target bonus participation levels, and targeted equity values for the NEOs flat. |
Recent Developments for 2025 Compensation
| • | Maintained the safety measure in the 2025 annual incentive plan for the third year (10% of bonus tied to TRIR and safety goals). |
Recent Developments for 2025 Compensation
| • | Discontinued the talent mobility lever applied to the Segment Presidents’ annual incentive bonus after a one-year pause as the Company continues reorganizing the reporting structure under the new business segments. The reorganization has improved mobility and therefore there is no longer a need to include this modifier. |
Recent Developments for 2025 Compensation
| • | Revised the mix of long-term incentive awards from 50% performance awards, 25% stock options, and 25% time-based restricted stock to 50% performance awards, 40% time-based restricted stock, and 10% stock options. |
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position (1) | Year | Salary ($) | | Bonus ($) | Stock Awards ($)(2) | | Option Awards ($)(3) | | Non-Equity Incentive Plan Comp ($)(4) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | | All Other Comp ($)(5) | | Total ($) | | | Clay C. Williams Chairman, President & Chief Executive Officer | 2024 2023 2022 | $ $ $ | 1,000,000 989,154 940,000 | — — — | $ $ $ | 7,363,485 8,122,845 7,752,616 | $ $ $ | 2,246,330 2,245,359 2,146,016 | $ $ $ | 1,238,978 1,583,406 2,221,065 | $ $ | 100,640 18,678 — | $ $ $ | 24,941 15,740 12,200 | $ $ $ | 11,974,375 12,975,182 13,071,897 | | Jose A. Bayardo Senior Vice President & Chief Financial Officer | 2024 2023 2022 | $ $ $ | 725,000 717,769 685,000 | — — — | $ $ $ | 2,290,863 2,527,097 2,448,193 | $ $ $ | 698,862 698,558 677,689 | $ $ $ | 587,323 751,187 1,100,608 | | — — — | $ $ $ | 42,675 36,213 27,400 | $ $ $ | 4,344,724 4,730,824 4,938,890 | | Joseph W. Rovig President – Energy Equipment | 2024 2023 2022 | $ $ $ | 600,000 594,577 570,000 | — — — | $ $ $ | 1,554,520 1,714,818 1,632,147 | $ $ $ | 474,229 474,021 451,793 | $ $ $ | 546,081 656,832 790,016 | | — — — | $ $ $ | 39,136 30,054 9,462 | $ $ $ | 3,213,966 3,470,302 3,453,418 | | Scott B. Livingston President – Energy Products and Services | 2024 | | 547,577 | — | | 1,227,242 | | 374,386 | | 399,786 | | | | 35,916 | | 2,584,906 | | Craig L. Weinstock Senior Vice President, Secretary, and General Counsel | 2024 | | 565,000 | | | 1,390,882 | | 424,303 | | 457,707 | | | | 26,294 | | 2,864,187 |
Summary Compensation Table
| (1) Effective March 17, 2025, Mr. Bayardo was promoted to President and Chief Operating Officer, with Mr. Williams remaining Chairman and Chief Executive Officer, and Mr. Rodney C. Reed was appointed Senior Vice President and Chief Financial Officer. |
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 compiled in accordance with FASB Topic 718, excluding forfeiture estimates. Refer to the Company’s 2024 annual report, Financial Report to Stockholders for all relevant valuation assumptions used to determine the grant date fair value of the stock awards included in this column. |
Summary Compensation Table
| (3) The amounts reported in this column represent the aggregate grant date fair value of option awards granted in the relevant year compiled in accordance with FASB Topic 718, excluding forfeiture estimates. Refer to the Company’s 2024 annual report, Financial Report to Stockholders for all relevant valuation assumptions used to determine the grant date fair value of option awards included in this column. |
Summary Compensation Table
| (4) The amounts shown in this column represent the value of the annual cash bonus awards under the Company’s 2024 annual incentive plan. The consolidated Adjusted EBITDA, consolidated level working capital, and Energy Products and Services Adjusted EBITDA targets were not fully met, while the consolidated Safety performance and Energy Equipment Adjusted EBITDA objectives were exceeded. The NEOs received the foregoing incentive compensation bonus payouts for 2024 as a result. |
Summary Compensation Table
| (5) The amounts include: |
Summary Compensation Table
| a) | The Company’s cash contributions for 2024 under the Company’s 401k Plan, a defined contribution plan, on behalf of Mr. Williams - $17,250; Mr. Bayardo - $17,250; Mr. Rovig - $13,054; Mr. Livingston - $13,023; and Mr. Weinstock - $17,250; |
Summary Compensation Table
| b) | The Company’s cash contributions for 2024 under the NDCP, a defined contribution plan, on behalf of Mr. Williams - $0; Mr. Bayardo - $19,000; Mr. Rovig - $16,946; Mr. Livingston - $14,374; and Mr. Weinstock - $9,044; and |
Summary Compensation Table
| c) | The cost to the Company of airfare for spouses in relation to an off-site meeting of the Board in February 2024, on behalf of Mr. Williams - $7,691; Mr. Bayardo - $6,425; Mr. Rovig - $9,136; and Mr. Livingston - $8,519. |
Summary Compensation Table
The following table provides information concerning stock options, restricted stock awards and restricted stock units granted to Named Executive Officers during the fiscal year ended December 31, 2024. The Company did not grant any stock appreciation rights to the Named Executive Officers during the year ended December 31, 2024.
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| Name | Grant Date | Estimated Possible Payouts Under Non- Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards (per share) | Grant Date Fair Value of Stock and Option Awards | | | | Threshold ($) (1) | Target ($) (1) | Maximum ($) (1) | Threshold (#) (2) | Target (#) (2) | Maximum (#) (2) | | | | | | Clay C. Williams | 2024 | $130,000 | $1,300,000 | $2,600,000 | | | | | | | | | | 2024 | | | | 128,425 | 256,849 | 513,698 | | | | $5,113,479 | | | 2024 | | | | | | | 128,425 | | | $2,250,006 | | | 2024 | | | | | | | | 284,450 | $17.52 | $2,246,330 | | Jose A. Bayardo | 2024 | $61,625 | $616,250 | $1,232,500 | | | | | | | | | | 2024 | | | | 39,955 | 79,909 | 159,818 | | | | $1,590,869 | | | 2024 | | | | | | | 39,954 | | | $699,994 | | | 2024 | | | | | | | | 88,496 | $17.52 | $698,862 | | Joseph W. Rovig | 2024 | $51,000 | $510,000 | $1,020,000 | | | | | | | | | | 2024 | | | | 27,112 | 54,224 | 108,448 | | | | $1,079,517 | | | 2024 | | | | | | | 27,112 | | | $475,002 | | | 2024 | | | | | | | | 60,051 | $17.52 | $474,229 | | Scott B. Livingston | 2024 | $46,750 | $467,500 | $935,000 | | | | | | | | | | 2024 | | | | 21,404 | 42,808 | 85,616 | | | | $852,244 | | | 2024 | | | | | | | 21,404 | | | $374,998 | | | 2024 | | | | | | | | 47,408 | $17.52 | $374,386 | | Craig L. Weinstock | 2024 | $48,025 | $480,250 | $960,500 | | | | | | | | | | 2024 | | | | 24,258 | 48,516 | 97,032 | | | | $965,882 | | | 2024 | | | | | | | 24,258 | | | $425,000 | | | 2024 | | | | | | | | 53,729 | $17.52 | $424,303 |
Grants of Plan-Based Awards
| (1) Represents the range of possible payouts under our annual incentive compensation plan. |
Grants of Plan-Based Awards
| (2) On February 6, 2024, the Compensation Committee approved the 2024 Performance Share Award Grant. The performance share awards can be earned by the executives only by performance against established goals and vest three years from the grant date. The performance share awards are divided into two independent parts that are subject to two separate performance metrics: 85% in value based on the Company’s TSR (total shareholder return) goal; and 15% in value based on the Company’s internal NVA goal (returns on capital metric). |
Grants of Plan-Based Awards
| (3) On February 6, 2024, the Compensation Committee approved a grant of restricted stock units to these Named Executive Officers pursuant to the NOV Inc. Long-Term Incentive Plan. The restricted stock units granted by the Company to its Named Executive Officers vest in three equal annual installments commencing on the first anniversary of the date of grant, provided that such Named Executive Officer remains continuously employed with the Company during such period. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
| | | | Option Award | | | Stock Award | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | Clay C. Williams | | 284,450(2) | | $17.52 | 2/7/34 | | | | | | | 76,923 | 153,846(3) | | $21.76 | 2/24/33 | | | | | | | 228,000 | 114,000(4) | | $16.73 | 2/16/32 | | | | | | | 375,659 | | | $15.00 | 2/23/31 | | | | | | | 366,638 | | | $20.23 | 2/26/30 | | | | | | | 313,187 | | | $28.72 | 2/28/29 | | | | | | | 339,642 | | | $35.09 | 2/29/28 | | | | | | | 289,920 | | | $38.86 | 2/23/27 | | | | | | | 232,558 | | | $28.24 | 2/25/26 | | | | | | | 310,053 | | | $54.74 | 2/26/25 | | | | | | | | | | | | | | 255,529(5) | $3,730,723 | | | | | | | | | | 42,588(6) | $621,785 | | | | | | | | | | 206,801(7) | $3,019,295 | | | | | | | | | | 68,934(8) | $1,006,436 | | | | | | | | | | 256,849(9) | $3,749,995 | | | | | | | | | | 128,425(10) | $1,875,005 | | Jose A. Bayardo | | 88,496(2) | | $17.52 | 2/7/34 | | | | | | | 23,931 | 47,864(3) | | $21.76 | 2/24/33 | | | | | | | 72,000 | 36,000(4) | | $16.73 | 2/16/32 | | | | | | | 118,629 | | | $15.00 | 2/23/31 | | | | | | | 115,780 | | | $20.23 | 2/26/30 | | | | | | | 98,901 | | | $28.72 | 2/28/29 | | | | | | | 107,256 | | | $35.09 | 2/29/28 | | | | | | | 118,260 | | | $38.86 | 2/23/27 | | | | | | | 224,215 | | | $28.24 | 2/25/26 | | | | | | | | | | | | | | 80,693(5) | $1,178,118 | | | | | | | | | | 13,449(6) | $196,355 | | | | | | | | | | 64,338(7) | $939,335 | | | | | | | | | | 21,446(8) | $313,112 | | | | | | | | | | 79,909(9) | $1,166,671 | | | | | | | | | | 39,954(10) | $583,328 |
Outstanding Equity Awards at Fiscal Year-End
| | | | Option Award | | | Stock Award | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | Joseph W. Rovig | | 60,051(2) | | $17.52 | 2/7/34 | | | | | | | 16,239 | 32,479(3) | | $21.76 | 2/24/33 | | | | | | | 48,000 | 24,000(4) | | $16.73 | 2/16/32 | | | | | | | 79,086 | | | $15.00 | 2/23/31 | | | | | | | 77,187 | | | $20.23 | 2/26/30 | | | | | | | 65,934 | | | $28.72 | 2/28/29 | | | | | | | 71,504 | | | $35.09 | 2/29/28 | | | | | | | 53,220 | | | $38.86 | 2/23/27 | | | | | | | 49,826 | | | $28.24 | 2/25/26 | | | | | | | 74,200 | | | $54.74 | 2/26/25 | | | | | | | | | | | | | | 53,796(5) | $785,422 | | | | | | | | | | 8,966(6) | $130,904 | | | | | | | | | | 43,658(7) | $637,407 | | | | | | | | | | 14,552(8) | $212,459 | | | | | | | | | | 54,224(9) | $791,670 | | | | | | | | | | 27,112(10) | $395,835 | | Scott B. Livingston | | 47,408(2) | | $17.52 | 2/7/34 | | | | | | | 3,846 | 7,692(3) | | $21.76 | 2/24/33 | | | | | | | 12,000 | 6,000(4) | | $16.73 | 2/16/32 | | | | | | | 19,772 | | | $15.00 | 2/23/31 | | | | | | | 17,367 | | | $20.23 | 2/26/30 | | | | | | | 14,835 | | | $28.72 | 2/28/29 | | | | | | | 15,615 | | | $35.09 | 2/29/28 | | | | | | | 39,240 | | | $34.32 | 12/21/27 | | | | | | | 14,790 | | | $38.86 | 2/23/27 | | | | | | | 25,900 | | | $54.74 | 2/26/25 | | | | | | | | | | | | | | — | — | | | | | | | | | | 6,724(6) | $98,170 | | | | | | | | | | — | — | | | | | | | | | | 10,340(8) | $150,964 | | | | | | | | | | 42,808(9) | $624,997 | | | | | | | | | | 21,404(10) | $312,498 | | Craig L. Weinstock | | 53,729(2) | | $17.52 | 2/7/34 | | | | | | | 14,530 | 29,060(3) | | $21.76 | 2/24/33 | | | | | | | 43,200 | 21,600(4) | | $16.73 | 2/16/32 | | | | | | | 71,178 | | | $15.00 | 2/23/31 | | | | | | | 69,468 | | | $20.23 | 2/26/30 | | | | | | | 59,341 | | | $28.72 | 2/28/29 | | | | | | | 64,353 | | | $35.09 | 2/29/28 | | | | | | | 65,050 | | | $38.86 | 2/23/27 | | | | | | | 109,529 | | | $28.24 | 2/25/26 | | | | |
Outstanding Equity Awards at Fiscal Year-End
| | | | Option Award | | | Stock Award | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | | 54,700 | | | $54.74 | 2/26/25 | | | | | | | | | | | | | | 48,416(5) | $706,874 | | | | | | | | | | 8,069(6) | $117,807 | | | | | | | | | | 39,063(7) | $570,320 | | | | | | | | | | 13,020(8) | $190,092 | | | | | | | | | | 48,516(9) | $708,334 | | | | | | | | | | 24,258(10) | $354,167 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Calculations using the $14.60 the closing price of the Company’s common stock on December 31, 2024, the last trading day of the year. |
Outstanding Equity Awards at Fiscal Year-End
| (2) 2024 Stock Option Grant - Stock options vest at the rate of 33 1/3% per year, with vesting dates of 2/6/2025, 2/6/2026, and 2/6/2027. |
Outstanding Equity Awards at Fiscal Year-End
| (3) 2023 Stock Option Grant - Stock options vest at the rate of 33 1/3% per year, with vesting dates of 2/23/2024, 2/23/2025, and 2/23/2026. |
Outstanding Equity Awards at Fiscal Year-End
| (4) 2022 Stock Option Grant - Stock options vest at the rate of 33 1/3% per year, with vesting dates of 2/15/2023, 2/15/2024, and 2/15/2025. |
Outstanding Equity Awards at Fiscal Year-End
| (5) 2022 Performance Share Award Grant – The performance share awards will be earned by the executives only by performance against established goals and vest three years from the grant date. The performance share awards are divided into two independent parts that are subject to two separate performance metrics: 85% in value based on the Company’s TSR (total shareholder return) goal; and 15% in value based on the Company’s internal NVA goal (returns on capital metric). The TSR portion of the award is based on the Company’s TSR performance as measured against the TSR of the constituents of the OSX Index over a three-year performance period. The NVA portion of the award is based on the Company’s improvement in NVA from the beginning of the three-year performance period until the end of the performance period. NVA shall be calculated as an amount equal to the Company’s (a) gross cash earnings less (b) average gross operating assets times an amount equal to a required return on assets. |
Outstanding Equity Awards at Fiscal Year-End
| (6) 2022 Grant of Restricted Stock Awards – The restricted stock awards granted by the Company to its Named Executive Officers shall in three equal annual installments commencing on the first anniversary of the date of grant, provided that such executive officer remains continuously employed with the Company during such period. |
Outstanding Equity Awards at Fiscal Year-End
| (7) 2023 Performance Share Award Grant – The performance share awards will be earned by the executives only by performance against established goals and vest three years from the grant date. The performance share awards are divided into two independent parts that are subject to two separate performance metrics: 85% in value based on the Company’s TSR (total shareholder return) goal; and 15% in value based on the Company’s internal NVA goal (returns on capital metric). The TSR portion of the award is based on the Company’s TSR performance as measured against the TSR of the constituents of the OSX Index over a three-year performance period. The NVA portion of the award is based on the Company’s improvement in NVA from the beginning of the three-year performance period until the end of the performance period. NVA shall be calculated as an amount equal to the Company’s (a) gross cash earnings less (b) average gross operating assets times an amount equal to a required return on assets. |
Outstanding Equity Awards at Fiscal Year-End
| (8) 2023 Grant of Restricted Stock Units – The restricted stock units granted by the Company to its executive officers shall in three equal annual installments commencing on the first anniversary of the date of grant, provided that such executive officer remains continuously employed with the Company during such period. |
Outstanding Equity Awards at Fiscal Year-End
| (9) 2024 Performance Share Award Grant – The performance share awards will be earned by the executives only by performance against established goals and vest three years from the grant date. The performance share awards are divided into two independent parts that are subject to two separate performance metrics: 85% in value based on the Company’s TSR (total shareholder return) goal; and 15% in value based on the Company’s internal NVA goal (returns on capital metric). The TSR portion of the award is based on the Company’s TSR performance as measured against the TSR of the constituents of the OSX Index over a three-year performance period. The NVA portion of the award is based on the Company’s improvement in NVA from the beginning of the three-year performance period until the end of the performance period. NVA shall be calculated as an amount equal to the Company’s (a) gross cash earnings less (b) average gross operating assets times an amount equal to a required return on assets. |
Outstanding Equity Awards at Fiscal Year-End
| (10) 2024 Grant of Restricted Stock Units – The restricted stock units granted by the Company to its executive officers shall in three equal annual installments commencing on the first anniversary of the date of grant, provided that such executive officer remains continuously employed with the Company during such period. |
Outstanding Equity Awards at Fiscal Year-End
The following table provides information on the amounts received by the Named Executive Officers during 2024 upon exercise of stock options or vesting of stock awards.
Option Exercises and Stock Vested
Option Exercises and Stock Vested
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Clay C. Williams | 0 | $0 | 342,981 | $5,994,658 | | Jose A. Bayardo | 0 | $0 | 108,148 | $1,890,262 | | Joseph W. Rovig | 0 | $0 | 72,227 | $1,262,386 | | Scott B. Livingston | 0 | $0 | 19,394 | $337,593 | | Craig L. Weinstock | 0 | $0 | 64,966 | $1,135,488 |
2024 Pension Benefits Table
2024 Pension Benefits Table
2024 Pension Benefits Table
| Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit | Payments During Fiscal Year | | Clay C. Williams | Varco SERP | 9.75 | $1,114,448 | 0 |
2024 Pension Benefits Table
Assumptions:
2024 Pension Benefits Table
| • | Measurement Date: December 31, 2024 |
2024 Pension Benefits Table
| • | Interest Rate for Present Value: 4.90% |
2024 Pension Benefits Table
| • | Assumed Retirement Age: the earliest unreduced retirement age at age 65 |
2024 Pension Benefits Table
| • | Mortality: None |
2024 Pension Benefits Table
| • | Form of Payment: Ten years certain |
2024 Pension Benefits Table
| • | All other assumptions, data and plan provisions are based on the ASC 715 year-end disclosure for fiscal year ending December 31, 2024 |
2024 Pension Benefits Table
| • | Service in column (c) reflects plan freeze as of December 31, 2005 |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation
| Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Clay C. Williams | $0 | $0 | $856,285 | $0 | $4,299,893 | | Jose A. Bayardo | $36,250 | $19,000 | $146,164 | $0 | $1,021,621 | | Joseph W. Rovig | $60,000 | $16,946 | $165,899 | $0 | $2,286,038 | | Scott B. Livingston | $175,216 | $14,374 | $230,060 | $0 | $1,826,469 | | Craig L. Weinstock | $22,600 | $9,044 | $45,974 | $0 | $359,613 |
Nonqualified Deferred Compensation
| (1) Executive contributions were from the executive’s salary or incentive compensation payments and are included in the Summary Compensation Table under the “Salary” column and in some cases under “Non-Equity Incentive Plan Compensation” column. |
Nonqualified Deferred Compensation
| (2) Registrant contributions are included in the Summary Compensation Table under the “All Other Compensation” column. |
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. |
Potential Payments Upon Termination Under the Employment Agreements, Severance Agreements, and Severance Plan
Potential Payments Upon Termination Under the Employment Agreements, Severance Agreements, and Severance Plan The Company has entered into certain agreements and maintains certain plans that will require the Company to provide compensation to the Named Executive Officers if: (a) the Company terminates the executive’s employment with the Company other than for “Cause” (as defined in the employment agreement or severance agreement), death or disability; or (b) the executive terminates his employment with the Company for “Good Reason” (as defined in the employment agreement, severance agreement, or Severance Plan), both events hereinafter referred to as “Termination.” The Company’s Compensation Committee believes the payment and benefit levels provided to its Named Executive Officers under their employment agreements, severance agreements, and/or the Severance Plan upon Termination should correspond to the level of responsibility and risk assumed by the Named Executive Officer. Thus, the payment and benefit levels for Messrs. Williams, Bayardo, Rovig, Livingston, and Weinstock are based on their levels of responsibility and market considerations at the time the Company entered into the relevant agreements. The amount of compensation payable to each Named Executive Officer in each situation is listed in the tables below. The following table describes the potential executive benefits and payments upon termination under the Employment Agreements to each Named Executive Officer as of December 31, 2024.
Executive Benefits/Payments under the Employment Agreement (1)
| (1) The table describes the potential executive benefits and payments upon termination under the Employment Agreements to each Named Executive Officer as of December 31, 2024. Assumes the employment relationship is terminated by the Company for reasons other than for “Cause” (as defined in the employment agreement), death, “Disability” (as defined in the employment agreement), or by the executive for “Good Reason” (as defined in the employment agreement). For purposes of this analysis, |
Executive Benefits/Payments under the Severance Agreements or Severance Plan (1)
| (1) The table describes the potential executive benefits and payments upon termination under the severance agreements to Messrs. Williams, Bayardo, Rovig, and Weinstock and under the Severance Plan to Mr. Livingston as of December 31, 2024. Assumes the employment relationship is terminated by the Company for reasons other than for “Cause” (as defined in the severance agreement or Severance Plan), death, disability, or by the executive for “Good Reason” (as defined in the severance agreement or Severance Plan). For purposes of this analysis, we used the executive’s base salary as of December 31, 2024. The value of restricted stock is based on a share price of $14.60, the Company’s closing stock price on December 31, 2024. |
CEO Pay Ratio
CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of our employees and the annual total compensation of Mr. Clay C. Williams, our Chief Executive Officer (“ CEO ”): For 2024, our last completed fiscal year:
CEO Pay Ratio
| • | the median of the annual total compensation of all employees of our company (other than our CEO), was $61,260; and |
CEO Pay Ratio
| • | the annual total compensation of our CEO was $11,974,375. |
CEO Pay Ratio
Based on this information, for 2023 the ratio of the annual total compensation of Mr. Clay C. Williams, our Chief Executive Officer, to the median of the annual total compensation of all employees was 195 to 1. The annual total compensation of the Company’s CEO as reported above is the amount reported in the Summary Compensation Table. As detailed in footnote 2 to the Summary Compensation Table, this amount includes the aggregate grant date fair value of equity grants made to the Company’s CEO but does not reflect the value of equity awards actually earned by the Company’s CEO.
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between “compensation actually paid” to our CEO and other named executive officers (“ Other NEOs ”) and our financial performance for each of the last five completed fiscal years. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our named executive officers during a covered fiscal year. The table below shows “total compensation” and “average total compensation” as reported in our Summary Compensation Tables for each indicated fiscal year for our CEO and Other NEOs, respectively. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis.
Pay Versus Performance
| Year | Summary Compensation Table Total Compensation for CEO(1) | Compensation Actually Paid to CEO(1)(2) | Average Summary Compensation Table Total Compensation for Other NEOs(1) | Average Compensation Actually Paid to Other NEOs(1)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) | Company- Selected Performance Measure - Adjusted EBITDA (millions) | | | | | | | Company Cumulative TSR | Peer Group Cumulative TSR(3) | | | | 2024 | $11,974,375 | -$667,510 | $3,251,946 | $786,738 | $61.07 | $104.88 | $635 | $1,110 | | 2023 | $12,975,182 | $8,587,206 | $3,749,384 | $2,715,582 | $83.44 | $110.57 | $993 | $1,001 | | 2022 | $13,071,897 | $22,507,848 | $3,860,049 | $6,094,879 | $85.00 | $103.26 | $155 | $679 | | 2021 | $11,325,137 | $7,852,882 | $3,136,479 | $2,314,099 | $54.58 | $63.54 | -$250 | $229 | | 2020 | $11,035,255 | -$191,686 | $2,812,420 | $275,683 | $55.07 | $56.61 | -$2,542 | $350 |
Pay Versus Performance
| (1) The CEO in each of 2024, 2023, 2022, 2021, and 2020 is Williams. Other NEOs included in average compensation calculations disclosed for 2024 include: Bayardo; Rovig; Livingston; and Weinstock. Other NEOs included in average compensation calculations disclosed for 2023, 2022, and 2021 include: Bayardo; Joseph; Rovig; and Shelton. Other NEOs included in average compensation calculations disclosed for 2020 include: Bayardo; Rovig; Weinstock; and Duff. |
Pay Versus Performance
| (2) In the determination of the CEO’s and each Other NEO’s Compensation Actually Paid (“ CAP ”), the fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes. To calculate CAP, the following amounts were deducted from and added to Summary Compensation Table (“ SCT ”) total compensation: |
Pay Versus Performance Narrative
Pay Versus Performance Narrative The following table identifies the three most important financial performance measures used by our Compensation Committee to link the compensation actually paid (“ CAP ”) to our CEO and Other NEOs in 2024.
Pay Versus Performance Narrative
| Financial Performance Measures | | Adjusted EBITDA | | Relative TSR | | NVA (NOV Value Added) |
Pay Versus Performance Narrative
The following charts reflect how the CAP over the five-year period ended December 31, 2024 aligns to trends in the Company’s TSR, net income, and Adjusted EBITDA results over the same period. In addition, the chart titled “CAP vs. TSR” reflects that NOV’s TSR over this five-year period tracks the same general trend as the S&P Oil & Gas Equipment Select Industry Index (“ SPSIOS ”) over the same period, which index is the peer group used as a benchmark for NOV’s TSR. In 2020 and 2024, the negative CAP for our CEO and relatively low average compensation for our Other NEOs was primarily impacted by stock price depreciation. The increases in CAP between 2020 and 2021 and between 2021 and 2022, in each case, were primarily driven by improved stock price performance, in each case, as compared to the prior year period.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Directors who are employees of the Company do not receive compensation for serving on the Board of Directors. The following table sets forth the compensation paid by the Company to its non-employee members of the Board of Directors for the year ended December 31, 2024.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash | Stock Awards (1) | Option Awards | Non- Equity Incentive Plan Comp | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Comp (2) | Total | | Greg L. Armstrong | $140,000 | $180,018 | — | — | — | — | $320,018 | | Marcela E. Donadio | $130,000 | $180,018 | — | — | — | $613 | $310,631 | | Ben A. Guill | $107,500 | $180,018 | — | — | — | $14,986 | $302,504 | | David D. Harrison | $110,000 | $180,018 | — | — | — | $32,677 | $322,695 | | Christian S. Kendall (3) | — | — | — | — | — | — | — | | Eric L. Mattson | $112,500 | $180,018 | — | — | — | $5,882 | $298,399 | | Patricia Martinez | $82,500 | $180,018 | — | — | — | — | $262,518 | | Patricia B. Melcher | $82,500 | $180,018 | — | — | — | — | $262,518 | | William R. Thomas | $120,000 | $180,018 | — | — | — | $13,104 | $313,122 | | Robert S. Welborn | $117,500 | $180,018 | — | — | — | $16,566 | $314,084 |
DIRECTOR COMPENSATION
| (1) The aggregate number of outstanding restricted stock units as of December 31, 2024 for each director are as follows: Mr. Armstrong – 9,550; Ms. Donadio – 9,550; Mr. Guill – 9,550; Mr. Harrison – 9,550; Mr. Kendall – 0; Ms. Martinez – 9,550; Mr. Mattson – 9,550; Ms. Melcher – 9,550; Mr. Thomas – 9,550; and Mr. Welborn – 9,550. Ms. Donadio elected to defer her 2024 restricted stock unit grant under the Company’s Director Non-Qualified Deferred Compensation Plan, which shall be distributed upon her termination of service. The amounts reported reflect the value of the restricted stock units based on the closing stock price on the applicable grant date (May 15, 2024). |
DIRECTOR COMPENSATION
| (2) The figures in this column are comprised of the cost to the Company of certain medical, dental, and vision benefits provided and airfare for spouses in relation to an off-site meeting of the Board in February 2024. |
DIRECTOR COMPENSATION
| (3) Mr. Kendall began his Board service in December 2024 and did not receive his fees for his 2024 service until 2025. |
Changes to Non-Employee Director Compensation
Changes to Non-Employee Director Compensation On November 12, 2024, the Compensation Committee, with the consultation of Meridian, reviewed the Company’s non-employee director compensation program. After reviewing the results of Meridian’s analysis, the Compensation Committee approved for recommendation the following changes to the non-employee director compensation program in order to bring compensation levels closer to the median within the peer group: (a) increase the value of the annual equity award from $180,000 to $200,000; (b) increase the member retainer for the Compensation Committee from $7,500 to $8,750; and (c) increase the member retainer for the Nominating/Corporate Governance Committee from $5,000 to $7,500. On November 13, 2024, the Board unanimously approved these changes to non-employee director compensation to be effective as of January 1, 2025.
Director Non-Qualified Deferred Compensation Program
Director Non-Qualified Deferred Compensation Program On April 10, 2017, the Board adopted the Company’s Director Non-Qualified Deferred Compensation Plan. The plan is a nonqualified deferred compensation plan and participation is completely voluntary. Under the plan, non-employee Directors are permitted to defer all or part of their board retainers and meeting fees and all the shares of common stock underlying their restricted stock when they vest. If a non-employee Director elects to defer his or her board retainers and meeting fees under the plan, then the Director may elect to have his or her deferred cash compensation accumulate under an interest-bearing account maintained by the Company or receive deferred NOV Inc. common stock in lieu of their cash compensation on a quarterly basis. In such case, each quarterly cash retainer/meeting fee would be converted to the equivalent value of deferred stock. If a non-employee Director elects to defer receipt of the shares of common stock underlying his or her restricted stock when they vest, then those shares are retained as deferred stock under the plan. The deferred cash compensation will be held in an interest-bearing account. The account is credited quarterly with interest based on the one-year treasury rate. The rate is reset each year based on the first published day in January. The deferred stock account and deferred restricted stock are credited quarterly with dividend equivalents based on the same dividend rate as the Company common stock. The dividend equivalents are converted into “phantom shares” at each dividend date based on the closing price of the Company’s stock. Dividend equivalents and phantom shares will be credited to the account and paid in cash at the time of distribution. Directors may choose to have their distributions begin either (a) on a specific date, or (b) upon the termination of service, each as designated at the time a deferral election is filed. Distributions under the plan may be made in a single distribution or in annual installments over a one-to-five-year period as elected by the director. The deferred cash compensation will be paid in cash on the applicable distribution date. The deferred stock awards will be paid in the form of NOV stock on the applicable distribution date. Ms. Donadio elected to defer her 2024 restricted stock unit grant under the plan.