DEF 14A of Innovex International, Inc., Mar 27, 2026

DEF 14A of Innovex International, Inc.

Filed Mar 27, 2026 · FY20250001193125-26-129169

Open on EDGAR

  1. PROPOSAL 1. Election of Directors

    PROPOSAL 1. Election of Directors Our Board of Directors is divided into three classes, Class I, Class II and Class III, with staggered terms of office ending in 2028, 2026 and 2027, respectively. The term for each class expires on the date of the third annual stockholders’ meeting for the election of directors following the most recent election of directors for such class. Each director holds office until the next annual meeting of stockholders for the election of directors of their class or until their successor has been duly appointed or elected and qualified. On March 2, 2026, Carri Lockhart, a member of our Board of Directors and Audit Committee and chair of the Nominating and Governance Committee, resigned from the Board. Our Board of Directors determined to reduce the size of the Board of Directors from nine members to eight members effective as of the date of Mrs. Lockhart’s resignation. Our Board of Directors has nominated each of Mr. Lovoi, Mr. Donnell and Ms. Sedita for election as directors to serve a three-year term expiring on the date of the annual meeting of stockholders to be held in 2029 (or until a successor is duly appointed or elected and qualified). Each of Mr. Lovoi, Mr. Donnell and Ms. Sedita currently serves as a member of our Board of Directors. Our Board of Directors has no reason to believe that any of Mr. Lovoi, Mr. Donnell and Ms. Sedita will not be a candidate for director at the time of the annual meeting or will be unable to serve as director. If any of Mr. Lovoi, Mr. Donnell and Ms. Sedita becomes unavailable for election, our Board of Directors can name a substitute nominee, and proxies will be voted for the substitute nominee pursuant to discretionary authority, unless withheld. This proposal is referred to herein as the “Election of Directors Proposal” or “Proposal 1”.

  2. Nominees for Class II Directors for Three-Year Term to Expire in 2029

    Nominees for Class II Directors for Three-Year Term to Expire in 2029 The following sets forth information concerning the nominees for election as directors at the annual meeting, including each nominee’s age as of March 13, 2026, position with us, business experience during the past five years and the experiences, qualifications, attributes or skills that caused our Nominating and Governance Committee and the Board to determine that the nominees should serve as directors of the Company. John Lovoi. Mr. Lovoi, age 65, has been a Class II director since May 2005 and Chair of the Board since October 2011. Mr. Lovoi is a member of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee of the Board. He is the Managing Partner of JVL Advisors LLC, a private energy investment company established in 2002. From January 2000 to August 2002, Mr. Lovoi was a Managing Director at Morgan Stanley Incorporated, and during this period served as head of the firm’s Global Oil and Gas Research practice and then as head of the firm’s Global Oil and Gas Investment Banking practice. From 1995 to 2000, he was a leading oilfield services and equipment research analyst for Morgan Stanley. Prior to joining Morgan Stanley, he spent two years as a senior financial executive at Baker Hughes and four years as an energy investment banker with Credit Suisse First Boston. Mr. Lovoi also serves as a director of Helix Energy Solutions Group, an energy services company, and as chair of the board of directors of Epsilon Energy, Ltd., an oil and gas company based in Canada. Mr. Lovoi holds a Bachelor of Science degree in chemical engineering from Texas A&M University and an MBA degree from the University of Texas. Mr. Lovoi was selected to serve as a director due to his financial expertise and energy industry insight, as well as his experience as a director of other public companies. Will Donnell. Mr. Donnell, age 38, has been a Class II director since March 2025. Mr. Donnell has served as Managing Director for Amberjack, a firm he joined in 2013, and oversees investments in numerous oilfield services companies. From 2013 to 2016, Mr. Donnell served in various positions for PPHB, LP, a Houston-based investment bank focused on transactions within the energy industry, where he advised on mergers and acquisitions. Mr. Donnell holds a Master of Science in Finance from the University of Texas at Austin and a Bachelor of Arts in Business Administration from Rhodes College. Mr. Donnell was selected to serve as a director due to his significant investment experience in energy services companies and professional experience with corporate governance, finance, financial reporting and risk assessment. Angie Sedita. Ms. Sedita, age 56, has been a Class II director since September 2024 and served as a member of the board of directors of Legacy Innovex (the “Legacy Innovex Board”) from December 2022 to September 2024. Ms. Sedita is a member of the Audit Committee and the Nominating and Governance Committee. From 2018 to 2021, Ms. Sedita served as Managing Director and Lead Equity Analyst for Goldman Sachs & Co. covering the oilfield service and contract drilling sector. From 2009 to 2018, she served as a Managing Director, Senior Equity Analyst covering the energy sector at UBS. Prior to Joining UBS, from 2008 to 2009, Ms. Sedita served as Senior Equity Analyst—Managing Director for Macquarie Capital. From 2000 to 2008, Ms. Sedita served as Senior Equity Analyst – Senior Vice President for Lehman Brothers Inc. covering the energy sector. From 1992 to 1999, Ms. Sedita served as an Energy Equity Analyst for A.G. Edwards & Sons, Inc., now Wells Fargo. She holds a Master of Business Administration from Saint Louis University and a Bachelor of Science in Business Administration from the University of Missouri. Ms. Sedita is NACD Directorship Certified, by the National Association of Corporate Directors. Ms. Sedita was selected to serve as a director due to her significant professional expertise, particularly her nearly thirty years of experience in the financial markets covering the energy sectors.

  3. Information Concerning Class I and Class III Directors

    Information Concerning Class I and Class III Directors The following sets forth information concerning the Class I and Class III directors whose present terms of office will expire at the 2028 and 2027 annual meetings of stockholders, respectively, including each director’s age as of March 13, 2026, position with us, if any, business experience during the past five years and the experiences, qualifications, attributes or skills that caused our Nominating and Governance Committee and the Board to determine that the nominees should serve as directors of the Company.

  4. Class I

    Class I Terence Jupp. Mr. Jupp, age 66, has been a Class I director since November 2012. Mr. Jupp serves as chair of the Compensation Committee. Mr. Jupp serves as Managing Director of EIG Global Energy Partners, a global energy investment firm, a position he has held since April 2015. Mr. Jupp has served as Chief Operating Officer of Breakwater Energy, an EIG subsidiary that holds oil and gas interests, since September 2022, and as Chief Operating Officer of MidOcean Energy, an EIG-controlled LNG company, since October 2022. From April 2015 until March 2021, he was the Chief Operating Officer of Harbour Energy Ltd., a company that was owned by EIG and that held and operated upstream and midstream energy assets globally. Earlier in his career, Mr. Jupp was employed by Anadarko Petroleum as Vice President International Operations – Americas/Far East following its acquisition of Kerr-McGee Oil and Gas. While with Kerr-McGee Oil and Gas, he served in various management positions domestically and internationally, including as Vice President – International Exploration and Production. Mr. Jupp previously served as a director of Maverick Natural Resources, LLC, a private oil and gas company focused on long-lived reserves in the U.S., and as a director of Chrysaor Holdings Limited, a private oil and gas company that was the largest oil and gas producer in the UK North Sea. Mr. Jupp holds a Bachelor of Science degree in petroleum engineering from Texas A&M University. Mr. Jupp was selected to serve as a director due to his executive experience with oil and gas exploration companies, including his international experience in the energy industry. Jason Turowsky. Mr. Turowsky, age 46, has been a Class I director since September 2024 and served as a member of the Legacy Innovex Board from March 2021 to September 2024. Mr. Turowsky is a member of the Compensation Committee. Mr. Turowsky is the Managing Partner of Amberjack, a firm he joined in 2013, and oversees investments in numerous oilfield services companies. From 2003 to 2013, Mr. Turowsky served in various positions at Falconhead Capital LLC, a New York-based private equity fund focused on investments across a wide range of industries. From 2001 to 2003, Mr. Turowsky served as an investment banking analyst for UBS Group AG, where he advised on capital markets transactions and mergers and acquisitions. Mr. Turowsky holds a Bachelor of Arts in Economics from the University of Pennsylvania. Mr. Turowsky was selected to serve as a director due to his significant investment experience in energy services companies and professional experience with corporate governance, finance, financial reporting and risk assessment.

  5. Class III

    Class III Adam Anderson. Mr. Anderson, age 49, has been a Class III director since September 2024 and has served as Chief Executive Officer of the Company since the closing of the Merger. Mr. Anderson was the Chief Executive Officer of Legacy Innovex and its subsidiaries from November 2016 until the closing of the Merger and led Legacy Innovex by focusing on strategic growth and acquisitions, using conventional, innovative and proprietary technologies to support upstream onshore and offshore activities worldwide. From 2014 to 2016, Mr. Anderson served as Chief Executive Officer of Team Oil Tools, LP, a designer, manufacturer and installer of completions products for the oil and natural gas sector. From 2002 to 2014, Mr. Anderson served in several senior management roles for Baker Hughes Company, an oilfield services company, including Vice President of the Western U.S. Division, President of Latin America, Vice President of the U.S. Completions Division, Country Manager for Saudi Arabia, overseeing more than 3,000 employees and more than $1 billion in revenues, and Vice President of Investor Relations. Mr. Anderson holds a Master of Business Administration from Duke University and a Bachelor of Science in Petroleum Engineering from Colorado School of Mines. Mr. Anderson was selected to serve as a director due to his instrumental track record in leading the Company’s strategic growth and acquisitions and his vast experience in the oilfield service industry. Bonnie S. Black. Ms. Black, age 54, has been a Class III director since September 2024 and served as a member of the Legacy Innovex Board from September 2023 to September 2024. Ms. Black is a member of the Compensation Committee, and serves as chair of the Nominating and Governance Committee. Previously, Ms. Black served as Executive Vice President of Technology, Operations Support for Pioneer Natural Resources from 2022 to June 2024, as Senior Vice President of Technology and Operations Support for Pioneer Natural Resources from 2022 to 2023, Vice President of Drilling for Pioneer Natural Resources from 2019 to 2022, as Vice President of Well Planning and Permitting for Pioneer Natural Resources from 2015 to 2019, and as Vice President of Environmental and Sustainable Development for Pioneer Natural Resources from 2012 to 2015. From 2007 to 2012, Ms. Black served as Health, Safety and Environmental Manager for Pioneer Natural Resources. She served as a member of the Undergrad Practice Opportunities Program Advisory Board of Massachusetts Institute of Technology from 2017 to 2024. She holds a Bachelor of Science in Civil Engineering from Texas A&M University and is a registered Professional Engineer specializing in Environmental Engineering in the State of Oklahoma. Ms. Black was selected to serve as a director due to her extensive experience in the E&P industry, mergers and acquisitions, strategic planning, risk management and regulatory matters. Benjamin M. Fink. Mr. Fink, age 55, has been a Class III director since July 2024. Mr. Fink serves as chair of the Audit Committee. Mr. Fink was Executive Vice President and Chief Financial Officer of Anadarko Petroleum Corporation from November 2018 until its acquisition by Occidental Petroleum Corporation in August 2019. He served as Chairman of NYSE-listed Western Gas Partners, LP and Western Gas Equity Partners L.P. from 2018 to 2019, as the President & CEO of both entities from 2017 to 2018, and as their Senior Vice President and Chief Financial Officer from 2009 to 2017. Mr. Fink served as an independent director and Audit Committee Chairman of Zimmer Energy Acquisition Corp., a Nasdaq-listed blank check company formed to seek investment opportunities in the energy transition space, from June 2021 to June 2023. Mr. Fink also currently serves on the board of directors of the parent companies of Salt Creek Midstream, LLC, a leading gatherer and processor of natural gas and crude oil in the Permian Basin. Mr. Fink received a B.S. degree in Economics from the Wharton School of the University of Pennsylvania and earned the Chartered Financial Analyst (CFA) designation from the CFA Institute. Mr. Fink was selected to serve as a director due to his financial expertise and executive experience with public companies in the energy sector.

  6. Director Compensation

    Director Compensation

  7. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program For the year ended December 31, 2025, the non-employee Chair of the Board received an annual fee of $175,000 and each of the Company’s other non-employee directors received an annual fee of $75,000. In addition, for the year ended December 31, 2025, each of the non-employee chairs of the Nominating and Governance Committee, Compensation Committee and Audit Committee of the Board received a supplemental annual fee of $10,000, $15,000 and $20,000, respectively. All directors are reimbursed for their out-of-pocket expenses and other expenses incurred in attending meetings of the Board or its committees and for other expenses incurred in their capacity as directors.

  8. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth a summary of the compensation paid to our non-employee directors in relation to 2025. We do not pay any compensation to Mr. Anderson in connection with his service on the Board. See the “2025 Summary Compensation Table” below for information on the total compensation paid to Mr. Anderson for all services provided by him to the Company.

  9. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Total | | John V. Lovoi | $175,000 | $216,000 | $391,000 | | Terence B. Jupp | $90,000 | $216,000 | $306,000 | | Carri. A Lockhart | $85,000 | $216,000 | $301,000 | | Angie Sedita | $75,000 | $216,000 | $291,000 | | Bonnie S. Black | $75,000 | $216,000 | $291,000 | | Benjamin M. Fink | $95,000 | $216,000 | $311,000 | | Patrick Connelly (3) | — | — | — | | Jason Turowsky (4) | $291,000 | — | $291,000 | | Will Donnell (4)(5) | $291,000 | — | $291,000 |

  10. 2025 Director Compensation Table

    Amounts shown in this column include (i) 2025 annual cash retainer for service as Chair of the Board in the amount of $175,000 for Mr. Lovoi and, for all other non-employee directors, the 2025 annual cash retainer for service as a member of the Board in the amount of $75,000, (ii) with respect to Messrs. Fink and Jupp and Ms. Lockhardt, additional cash retainers in the amounts of $20,000, $15,000 and $10,000, respectively, for their services as chair of our Audit Committee, Compensation Committee and Nominating and Governance Committee, respectively, and (iii) with respect to each of Messrs. Turowsky and Donnell, an additional cash payment in the amount of $216,000 in lieu of receiving any stock awards. The aggregate grant date fair values are computed in accordance with FASB ASC 718, “Share-Based Payment” (“ASC 718”) for the shares of restricted stock granted during 2025 as set forth in the table immediately below. For each director listed, the number of shares granted was determined by dividing the grant date value of the award, $216,000, by $18.36, the closing price of the Company’s common stock on March 17, 2025, the date of grant.

  11. 2025 Director Compensation Table

    | Name | Shares of Restricted Stock (#) | | John V. Lovoi | 11,764 | | Terence B. Jupp | 11,764 | | Carri. A Lockhart | 11,764 | | Angie Sedita | 11,764 | | Bonnie S. Black | 11,764 | | Benjamin M. Fink | 11,764 |

  12. 2025 Director Compensation Table

    Assumptions used in the calculation of these amounts are included in footnote 14 to our audited consolidated financial statements for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the SEC on February 24, 2026. (3) Mr. Connelly passed away on February 24, 2025, and was not paid any compensation for his service as a director in 2025. (4) Messrs. Turowsky and Donnell each received only cash compensation for their respective services as non-employee directors in 2025. (5) Mr. Donnell was appointed to the Board effective March 3, 2025 to fill the vacancy arising from the passing of Mr. Connelly. The aggregate number of unvested RSUs and shares of restricted stock, including restricted stock issued in lieu of cash fees pursuant to the director stock compensation program in effect prior to fiscal year 2025, held by each director as of December 31, 2025 is set forth immediately below.

  13. 2025 Director Compensation Table

    | Name | Total Unvested RSUs (#) | Total Shares of Restricted Stock (#) | | John V. Lovoi | — | 15,583 | | Terence B. Jupp | — | 15,692 | | Carri A. Lockhart | — | 15,474 | | Angie Sedita* | 8,385 | 11,764 | | Bonnie S. Black* | 8,385 | 13,776 | | Benjamin M. Fink | — | 15,911 |

  14. 2025 Director Compensation Table

    * In connection with entering into the Merger Agreement, on March 15, 2024, Mses. Sedita and Black were each granted 12,577 RSUs under the terms and conditions of the Innovex Downhole Solutions, Inc. 2016 Long-Term Incentive Plan (the “Legacy Innovex LTIP”) and a grant notice and form of RSU award agreement, that were assumed by the Company and converted into an award covering a number of shares of common stock of the Company, rounded down to the nearest whole share, equal to the product of (a) the number of shares of Innovex common stock subject to such award and (b) the per share merger consideration of 2.0124697 (such RSUs that were assumed in connection with the Merger, the “Continuing RSUs”). The grant notice and RSU award agreements for Mses. Sedita and Black provide that the Continuing RSUs will vest in substantially equal, annual installments on each of the first, second and third anniversaries of the date of grant, subject generally to continued service on the Board through each applicable vesting date.

  15. Administration of Executive Compensation Program

    Administration of Executive Compensation Program Our executive compensation program is administered by the Committee. The specific duties and responsibilities of the Committee are described in this proxy statement under “Corporate Governance Matters—Committees of the Board of Directors—Compensation Committee”. The Committee normally meets each February or March to determine annual incentive compensation earned during the prior year, establish performance targets for the current year annual incentive compensation plan and approve the compensation of the executive officers for the current year, including any adjustments to base salaries or target bonus opportunities and equity awards to be recommended for approval by the Board. The Committee also meets at other times during the year and acts by written consent when necessary or appropriate.

  16. Role of Consultants

    Role of Consultants The Committee has the authority to engage a third-party consultant at any time, and has continued to engage Meridian Compensation Partners, LLC (“Meridian”), to provide independent advice on executive compensation and evaluate and recommend appropriate modifications to our compensation program consistent with our program’s objectives. Meridian reports directly to the Committee, which pre-approves the scope of work and the fees charged. The Committee reviewed and assessed Meridian’s independence and performance in order to confirm that it was independent and met all applicable regulatory requirements. In November 2024, Meridian evaluated the base salaries and annual and long-term incentive compensation of our named executive officers. The peer group data used in November 2024 in relation to compensation for our named executive officers for 2025 consisted of the following 13 publicly traded oilfield services and equipment companies:

  17. Role of Consultants

    | Core Laboratories N.V. (NYSE: CLB) | DMC Global Inc. (NasdaqGS: BOOM) | Expro Group Holdings N.V. (NYSE: XPRO) | | Forum Energy Technologies, Inc. (NYSE: FET) | Cactus, Inc. (NYSE: WHD) | Helix Energy Solutions Group, Inc. (NYSE: HLX) | | Newpark Resources, Inc. (NYSE: NR)** | Tidewater, Inc. (NYSE: TDW) | Oceaneering International, Inc. (NYSE: OII) | | Oil States International, Inc. (NYSE: OIS) | RPC, Inc. (NYSE: RES) | TETRA Technologies, Inc. (NYSE: TTI) | | KLX Energy Services Holdings, Inc. (NasdaqGS: KLXE) | | |

  18. Role of Consultants

    ** Rebranded with name change to NPK International Inc. and ticker symbol change to NPKI effective December 2024. This peer group represents a group of companies in the oilfield services industry of comparable size to the Company based on measures such as enterprise value, revenues, market capitalization and assets. We believe that the use of this group as a reference for evaluating our compensation policies helps align us with our peers and competitors and ensure our compensation program remains competitive when compared to our competition for executive talent. We also believe this group of companies provides a sufficiently large and consistent data set that is generally not subject to wide changes or volatile swings in compensation data.

  19. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation Our annual incentive compensation program provides a cash award that is designed to link each employee’s compensation to the achievement of annual performance objectives for the Company, as well as to recognize the employee’s performance during the year. For 2025, our named executive officers participated in our annual incentive program (the “2025 Bonus Plan”), as discussed below. 2025 Bonus Plan Pursuant to their employment agreements, each named executive officer is eligible to receive an annual cash bonus based on achievement of EBITDA goals established by the Committee with a target annual incentive opportunity calculated as a percentage of their respective annual salary. For 2025, Messrs. Anderson, Reddout, and Reed were eligible to earn an annual performance-based bonus based on achievement of certain goals (as discussed below), with an annual target bonus opportunity as a percentage of annual base salary equal to 100%, 60%, and 60%, respectively. For our named executive officers, the target annual incentive opportunity granted under the 2025 Bonus Plan was dependent on our achievement of certain EBITDA goals, with no ability to earn above target if the EBITDA goal was not achieved. The target Adjusted EBITDA goal was $195 million, achievement of which would payout at 100% of the named executive officer’s applicable target annual incentive opportunity under the 2025 Bonus Plan. The threshold goal for payout under the 2025 Bonus Plan required the Company’s achievement of Adjusted EBITDA of at least $156 million for 2025, which corresponded to a payout amount equal to 50% of the named executive officer’s applicable target annual incentive opportunity under the 2025 Bonus Plan. In February 2026, in light of the Company’s achievement of Adjusted EBITDA of $188 million with respect to fiscal year 2025, the Committee determined that the named executive officers would be entitled to 90% of their respective 2025 Annual Bonus opportunity. Final 2025 Bonus Plan payouts were as follows: $495,000 for Mr. Anderson and $202,500 for each of Messrs. Reed and Reddout.

  20. Long-Term Stock-Based Incentive Compensation

    Long-Term Stock-Based Incentive Compensation In determining the amount, if any, of long-term incentive awards granted to our named executive officers and our other key employees, the Committee considers numerous factors, including, among others, the following: • our financial and operating performance during the relevant period; • the executive’s contribution to our success; • the level of market competition for executives with comparable skills and experience; and • the total amount of long-term incentive awards granted to an executive over the course of his or her career, together with the retentive effect of additional long-term incentive awards. On May 30, 2025, the Board approved grants of RSUs and performance units (“Performance Units”) under the Company’s 2025 Long-Term Incentive Plan (the “2025 LTIP”) to the named executive officers with respect to the following numbers of units (and corresponding shares of our common stock) per award:

  21. Long-Term Stock-Based Incentive Compensation

    | Name | RSUs Granted in 2025 (#) | Grant Date Fair Value of 2025 RSUs | Performance Units at Target Granted in 2025 (#) | Grant Date Fair Value of 2025 Performance Units at Target | | Adam Anderson | 68,073 | $939,407 | 68,073 | $1,282,155 | | Kendal Reed | 25,527 | $352,273 | 25,527 | $480,801 | | Mark Reddout | 25,527 | $352,273 | 25,527 | $480,801 |

  22. Long-Term Stock-Based Incentive Compensation

    RSUs The 2025 RSUs will vest in three equal annual installments on each of April 4, 2026, April 4, 2027 and April 4, 2028, subject generally to the applicable named executive officer’s continued employment through the applicable vesting date and forfeiture on terms and conditions set forth in the form of RSU award agreement. Performance Units The 2025 Performance Units may be earned between 0% and 200% of their target number of shares based upon (i) the percentile ranking of the Company’s total shareholder return (“TSR”) compared to the TSR of the VanEck OIH Index component companies (each, a “Comparison Company”), with respect to 50% of the target number of Performance Units (the “TSR Performance Units”) and (ii) return on capital employed (“ROCE”) goals with respect to 50% of the target number of Performance Units (the “ROCE Performance Units”), and will vest to the extent that such goals are achieved as determined by the Committee upon the completion of a three-year performance period beginning on January 1, 2025 and ending on December 31, 2027 (the “Performance Period”), subject to the applicable named executive officer’s continued employment with the Company and forfeiture on terms and conditions set forth in the form of Performance Unit award agreement. The number of TSR Performance Units that will vest following the end of the Performance Period will be equal to (a) the number of TSR Performance Units at target, multiplied by (b) the applicable adjustment factor. The percentile ranking of the Company’s TSR as compared to the TSR of each Comparison Company will determine the adjustment factor using the table below. The adjustment factor for performance rankings between points on this table will be determined by linear interpolation between the values listed. In no event will the adjustment factor exceed 200%. If the performance ranking is below the 30th percentile, the adjustment factor will be zero.

  23. Long-Term Stock-Based Incentive Compensation

    | Performance Ranking | Adjustment Factor | | 90th Percentile or above | 200% | | 60th Percentile (“Target”) | 100% | | 30th Percentile | 50% | | Below 30th Percentile | 0% |

  24. Long-Term Stock-Based Incentive Compensation

    The number of ROCE Performance Units that will vest following the end of the Performance Period, as determined by the Committee, will be equal to (a) the number of ROCE Performance Units at target, multiplied by (b) the applicable adjustment factor. The percentage of the Company’s ROCE, as calculated and certified by the Committee, will determine the adjustment factor using the chart below. The adjustment factor for performance percentages between points on this chart will be determined by linear interpolation between the values listed. In no event will the adjustment factor exceed 200%. If the performance percentage is below 10%, the adjustment factor will be zero.

  25. Long-Term Stock-Based Incentive Compensation

    | Performance Percentage | Adjustment Factor | | 20% or above | 200% | | 15% (“Target”) | 100% | | 10% | 50% | | Below 10% | 0% |

  26. Company-Wide Stock Bonuses

    Company-Wide Stock Bonuses On December 15, 2025, the Board approved the issuance of 40 shares of common stock in the form of a stock bonus under the 2025 LTIP to each current employee of the Company, including our named executive officers.

  27. Other Benefits

    Other Benefits We provide our executive officers with other personal benefits that we believe are reasonable and consistent with our overall compensation program. The employment agreements of our named executive officers provide certain benefits upon termination or change-in-control, which are described under “Executive Compensation—Payments Upon Termination or Change-in-Control”. We believe these benefits are consistent with those awarded by our peer group and are beneficial in retaining executives. These benefits are also intended to help ensure each named executive officer’s continued full attention to our business needs in the event we were to become the subject of the types of change in control transactions described in the agreements. We seek to provide benefit plans, such as medical, life and disability insurance, in line with market conditions. Executive officers are eligible for the same benefit plans provided to other employees, including insurance plans and supplemental plans chosen and paid for by employees who wish additional coverage. We also typically make contributions to the Innovex International Inc. 401(k) Plan, which is a voluntary and contributory defined contribution plan for eligible employees. We do not have any special insurance plans for executive officers.

  28. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth information regarding the compensation of our named executive officers for services rendered in all capacities during 2024 and 2025. Our named executive officers were not named executive officers of the Company for 2023 and, accordingly, only their respective 2024 and 2025 compensation is shown.

  29. 2025 Summary Compensation Table

    | | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Adam Anderson Chief Executive Officer | 2025 | 550,969 | — | 2,222,492 | 495,000 | 15,050 | 3,283,511 | | | 2024 | 550,000 | — | 1,757,875 | 550,000 | 16,097 | 2,873,972 | | Kendal Reed Chief Financial Officer | 2025 | 375,969 | 50,000 (4) | 834,003 | 202,500 | 10,970 | 1,473,442 | | | 2024 | 357,692 | — | 660,625 | 225,000 | 11,550 | 1,254,867 | | Mark Reddout President-North America | 2025 | 375,969 | 333,333 (5) | 834,003 | 202,500 | 32,078 | 1,777,883 | | | 2024 | 357,692 | 333,333 | 664,125 | 225,000 | 41,554 | 1,621,704 |

  30. 2025 Summary Compensation Table

    (1) Amounts reflect the aggregate grant date fair value of restricted stock unit awards and, performance unit awards and stock bonus awards granted in the applicable year as computed in accordance with ASC 718. Assumptions used in the calculation of the amounts for 2025 are included in footnote 14 to our audited consolidated financial statements for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the SEC on February 24, 2026. (2) Amounts shown for 2025 reflect payment of annual bonuses in February of 2026 with respect to performance in 2025. For more information regarding annual bonuses, please see “—Compensation Discussion and Analysis — Annual Cash Incentive Compensation”. (3) The amounts shown for 2025 reflect an automobile allowance for each of the named executive officers (other than Mr. Reed) in the amount of $28,600 with respect to Mr. Reddout and $14,400 with respect to Mr. Anderson, matching contributions to 401(k) accounts, which were $10,500 for Mr. Reed and $1,298 for Mr. Reddout, cell phone reimbursements in an amount equal to $200 for each named executive officer and the dollar value of long-term disability and group term life insurance premiums paid by the Company on behalf of Messrs. Anderson, Reed and Reddout in an aggregate amount equal to $450, $270 and $1,980, respectively. (4) This amount represents a one time cash bonus paid to Mr. Reed in 2025 that the Board authorized in recognition of Mr. Reed’s integration efforts following the Merger. The Reddout Employment Agreement provides for the opportunity to receive a retention bonus in the aggregate amount of $1,000,000 to be paid in three substantially equal installments, subject to Mr. Reddout’s continued employment with Innovex. The first installment of $333,333.33 was paid on March 3, 2023, the second installment of $333,333.33 was paid on March 8, 2024, and the third installment, which was subject to the Company’s achievement of 80% of its annual budgeted 2024 EBITDA number, was paid on April 1, 2025.

  31. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table contains information with respect to the grant of plan-based awards during 2025.

  32. 2025 Grants of Plan-Based Awards

    | | 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 (#) | | | | Adam Anderson | — | 275,000 | 550,000 | — | — | — | — | — | — | | | 5/30/2025 | — | — | — | 17,019 | 34,037 | 68,074 | — | 812,463 | | | 5/30/2025 | — | — | — | 17,019 | 34,037 | 68,074 | — | 469,711 | | | 5/30/2025 | — | — | — | — | — | — | 68,073 | 939,407 | | | 12/15/2025 | — | — | — | — | — | — | 40 | 911 | | Kendal Reed | — | 112,500 | 225,000 | — | — | — | — | — | — | | | 5/30/2025 | — | — | — | 6,382 | 12,764 | 25,528 | — | 304,677 | | | 5/30/2025 | — | — | — | 6,382 | 12,764 | 25,528 | — | 176,143 | | | 5/30/2025 | — | — | — | — | — | — | 25,527 | 352,273 | | | 12/15/2025 | — | — | — | — | — | — | 40 | 911 | | Mark Reddout | — | 112,500 | 225,000 | — | — | — | — | — | — | | | 5/30/2025 | — | — | — | 6,382 | 12,764 | 25,528 | — | 304,677 | | | 5/30/2025 | — | — | — | 6,382 | 12,764 | 25,528 | — | 176,143 | | | 5/30/2025 | — | — | — | — | — | — | 25,527 | 352,273 | | | 12/15/2025 | — | — | — | — | — | — | 40 | 911 |

  33. 2025 Grants of Plan-Based Awards

    (1) The target payout amounts are equal to 100% of each named executive officer’s annual target bonus opportunity for 2025 and the threshold payout amounts are equal to 50% of each named executive officer’s annual target bonus opportunity for 2025. Payouts under the 2025 Bonus Plan were capped at target. For more information regarding annual bonuses, please see “—Compensation Discussion and Analysis — Annual Cash Incentive Compensation”. (2) Represents Performance Units that may be earned between 0% and 200% of the target award based on achievement by the Company of TSR and ROCE goals, as applicable, and will vest to the extent that such goals are achieved upon the completion of a three-year performance period, ending on December 31, 2027, as described in further detail above under “—Compensation Discussion and Analysis — Long-Term Stock-Based Incentive Compensation”. (3) Represents (i) RSUs that vest in three equal, annual installments on April 4 of 2026, 2027 and 2028, subject to continued service through each vesting date and (ii) stock bonuses that are not subject to vesting, as described in further detail above under “—Compensation Discussion and Analysis — Long-Term Stock-Based Incentive Compensation”. Represents the full grant date fair value of the awards calculated in accordance with ASC 718. Assumptions used in the calculation of this amount are included in footnote 14 to our audited consolidated financial statements for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the SEC on February 24, 2026. The grant date fair value of the RSUs, computed in accordance with ASC 718, is based on the closing market price of our common stock on NYSE on the grant date, which was $13.80. The grant date fair value of the target number of Performance Units based on ROCE performance is computed based on the closing market price of our common stock on NYSE on the grant date, which was $13.80, and an assumed 100% performance achievement. The grant date fair value of $23.87 per share reflected in the table above for the Performance Units is based on the percentile ranking of the Company’s TSR as compared to the TSR of the VanEck OIH Index component companies, determined using a Monte-Carlo simulation model.

  34. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End The table immediately below sets forth information concerning the outstanding stock awards held by each named executive officer as of December 31, 2025, with the market value based on the closing price per share of our common stock on December 31, 2025 ($21.87).

  35. 2025 Outstanding Equity Awards at Fiscal Year-End

    | | Number of Shares of Stock That Have Not Vested | Market Value of Shares of Stock That Have Not Vested | | Adam Anderson | 115,925 (a) | $2,535,280 | | | 33,541 (b) | $733,542 | | | 68,073 (c) | $1,488,757 | | | 68,073 (d) | $1,488,757 | | Kendal Reed | 38,641 (a) | $845,079 | | | 12,578 (b) | $275,081 | | | 25,527 (c) | $558,275 | | | 25,527 (d) | $558,275 | | Mark Reddout | 12,578 (b) | $275,081 | | | 25,527 (c) | $558,275 | | | 25,527 (d) | $558,275 |

  36. 2025 Outstanding Equity Awards at Fiscal Year-End

    (a) These RSUs, granted on May 11, 2023 under the Legacy Innovex LTIP, vest in four equal, annual installments on each of the first four anniversaries of January 1, 2023, subject to continued employment through each applicable vesting, with 25% of the total RSUs having vested on each of January 1, 2024 and January 1, 2025. These RSUs fully accelerate and vest in the event of a “Liquidity Event” (as defined in the Legacy Innovex LTIP) and settle in shares of common stock within 30 days of the applicable vesting date, with any fractional shares settled in cash. (b) These Continuing RSUs, granted on March 15, 2024 under the Legacy Innovex LTIP, vest over a period of two years following the closing date of the Merger with 33.33% of the continuing RSUs having vested on each of the six-month anniversary of the closing date of the Merger and the first anniversary of the closing date of the Merger. The remaining 33.33% of the Continuing RSUs will vest on the second anniversary of the closing date of the Merger, subject generally to continued employment through such date. In the event that a named executive officer’s employment is terminated without cause (as defined in the Legacy Innovex LTIP) (excluding due to death or disability), the remaining number of Continuing RSUs due to vest on the next scheduled vesting date (i.e., 33.33% of the Continuing RSUs) will accelerate and vest. (c) These RSUs, granted on May 30, 2025 under the 2025 LTIP, vest in three equal, annual installments on April 4 of 2026, 2027 and 2028, subject to continued employment through each vesting date. (d) These Performance Units were granted on May 30, 2025 under the 2025 LTIP. 50% of these Performance Units vest based on achievement of TSR and ROCE performance goals, respectively, as described in further detail above under “—Compensation Discussion and Analysis — Long-Term Stock-Based Incentive Compensation”.

  37. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The table immediately below indicates the number and value of stock awards vested during 2025.

  38. 2025 Option Exercises and Stock Vested

    | | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (1) | | Adam Anderson | 124,414 | $1,956,244 | | Kendal Reed | 44,265 | $700,419 | | Mark Reddout | 24,944 | $430,505 |

  39. 2025 Option Exercises and Stock Vested

    (1) Value realized on vesting of stock awards is based on the fair market value of our common stock on the vesting date or grant date (in the case of stock bonuses) multiplied by the number of shares vesting or granted (in the case of stock bonuses) and does not reflect the actual proceeds received.

  40. Payments Upon Termination or Change-in-Control

    Payments Upon Termination or Change-in-Control

  41. Treatment of 2025 Long-Term Incentive Awards Upon Qualifying Termination or Change in Control

    Treatment of 2025 Long-Term Incentive Awards Upon Qualifying Termination or Change in Control 2025 RSUs: Upon a termination of a named executive officer’s employment by the Company without “Cause” (as defined in the applicable named executive officer’s employment agreement) or by the named executive officer for “Good Reason” (as defined in the applicable named executive officer’s employment agreement, and each, a “Qualifying Termination”), any outstanding RSUs, to the extent unvested as of the date of such Qualifying Termination, will vest in accordance with the terms of the applicable named executive officer’s RSU award agreement, which provides as follows: If such Qualifying Termination occurs outside of the period commencing on the occurrence of a “Change in Control” (as defined in the 2025 LTIP) and ending on the second anniversary of such date after the date of the consummation of the Change in Control (the “Change in Control Period”), then those RSUs that would have vested in accordance with the vesting schedule set forth in the applicable RSU award agreement had the named executive officer remained continuously employed by the Company or a subsidiary for twenty-four (24) months in the case of Mr. Anderson or twelve (12) months in the case of Messrs. Reed and Reddout following the date of the named executive officer’s Qualifying Termination shall immediately vest as of the date of such Qualifying Termination. Upon a Change in Control where the successor or acquirer does not assume, replace or continue the RSUs, any unvested RSUs shall become fully vested as of the date of the occurrence of such Change in Control; provided, however, that the named executive officer has been in continuous employment with the Company or a subsidiary at all times since the grant date. In the event that a successor or acquirer (or any parent of such entity) assumes, replaces or continues the RSUs in the event of a Change in Control, subject to named executive officer’s execution and non-revocation of a general release of claims in favor of the Company, all unvested RSUs will vest as of the date of such Qualifying Termination during a Change in Control Period. 2025 Performance Units: Upon a Qualifying Termination of a named executive officer, any outstanding Performance Units, to the extent unvested as of the date of such Qualifying Termination, will vest in accordance with the terms of the applicable named executive officer’s Performance Unit award agreement, which provides as follows: • If such Qualifying Termination occurs outside of the Change in Control Period, such named executive officer will not forfeit the Performance Units as a result of such Qualifying Termination, and on the Vesting Date (as defined in the applicable Performance Unit award agreement), such named executive officer will be eligible to vest in the number of Performance Units determined by multiplying (i) the number of Performance Units that would have vested as determined in accordance with the applicable normal vesting schedule for such Performance Units had such named executive officer’s employment not terminated and (ii) a fraction, the numerator of which is the number of days that elapsed between the grant date of such Performance Units plus 730 in the case of Mr. Anderson, or 365 in the case of Messrs. Reed and Reddout, and the date of such Qualifying Termination (provided, that, in no event shall the numerator exceed 1096) and the denominator of which is 1096. In the event of a Change in Control prior to the end of the applicable performance period, subject to the named executive officer’s continued employment, the performance period will be deemed to end on the date of the Change in Control and the number of Performance Units subject to the Performance Unit award agreement will be fixed at a number equal to the greater of the target and actual achievement of performance goals; provided, however, that the Committee may, in its sole discretion, fix such number at a greater number of Performance Units up to the maximum number of Performance Units that could otherwise be earned in accordance with the Performance Unit award agreement. Upon a Change in Control where the successor or acquirer does not assume, replace or continue the Performance Units, subject to the named executive officer’s continued employment, all Performance Units will vest as of the Change in Control. Upon a Change in Control where the successor or acquirer does assume, replace or continue the Performance Units, the Performance Units will remain outstanding and become fully vested on the earlier of (x) the end of the performance period and (y) subject to the named executive officer’s execution and non-revocation of a general release of claims in favor of the Company, the date of the named executive officer’s Qualifying Termination during the Change in Control Period.

  42. Treatment of Continuing RSUs Upon Termination Without Cause

    | Adam Anderson | | | | | Payments Upon Termination | Without Cause or by the Executive for Good Reason and Not During the CEO Protected Period | Without Cause or by the Executive for Good Reason and During the CEO Protected Period | With Cause; Other than for Good Reason; Due to Death or Disability | | Unpaid Salary and Accrued Vacation Through Date of Termination (1) | $63,462 | $63,462 | $63,462 | | Base Salary Severance Payment (2) | 1,100,000 | 1,650,000 | 550,000 | | Pro Rated Cash Incentive Amount (3) | 550,000 | 550,000 | — | | Additional Cash Incentive Amount (3) | 1,100,000 | 1,650,000 | — | | RSU Vesting | 4,261,326 (4) | 4,757,578 (5) | — | | Performance Unit Vesting | 1,285,003 (6) | 1,488,757 (7) | — | | Continued Insurance Coverage (8) | 36,039 | 54,059 | — | | Total | $8,395,830 | $10,213,856 | $613,462 |

  43. Treatment of Continuing RSUs Upon Termination Without Cause

    | Kendal Reed | | | | | Payments Upon Termination | Without Cause or by the Executive for Good Reason and Not During the Non-CEO Protected Period | Without Cause or by the Executive for Good Reason and During the Non-CEO Protected Period | With Cause; Other than for Good Reason; Due to Death or Disability | | Unpaid Salary and Accrued Vacation Through Date of Termination (1) | $43,269 | $43,269 | $43,269 | | Base Salary Severance Payment (2) | 375,000 | 750,000 | — | | Pro Rated Cash Incentive Amount (3) | 225,000 | 225,000 | — | | Additional Cash Incentive Amount (3) | 375,000 | 750,000 | — | | RSU Vesting | 883,712 (4) | 1,678,435 (5) | — | | Performance Unit Vesting | 295,947 (6) | 558,275 (7) | — | | Continued Insurance Coverage (8) | 6,126 | 12,251 | — | | Total | $2,204,054 | $4,017,230 | $43,269 |

  44. Treatment of Continuing RSUs Upon Termination Without Cause

    | Mark Reddout | | | | | Payments Upon Termination | Without Cause or by the Executive for Good Reason and Not During the Non-CEO Protected Period | Without Cause or by the Executive for Good Reason and During the Non-CEO Protected Period | With Cause; Other than for Good Reason; Due to Death or Disability | | Unpaid Salary and Accrued Vacation Through Date of Termination (1) | $43,269 | $43,269 | $43,269 | | Base Salary Severance Payment (2) | 375,000 | 750,000 | — | | Pro Rated Cash Incentive Amount (3) | 225,000 | 225,000 | — | | Additional Cash Incentive Amount (3) | 375,000 | 750,000 | — | | RSU Vesting | 461,173 (4) | 833,356 (5) | — | | Performance Unit Vesting | 295,947 (6) | 558,275 (7) | — | | Continued Insurance Coverage (8) | 12,198 | 24,396 | — | | Total | $1,787,587 | $3,184,296 | $43,269 |

  45. CEO Pay Ratio

    CEO Pay Ratio The table below sets forth comparative information regarding: the annual total compensation of our Chief Executive Officer, Mr. Anderson, for the year ended December 31, 2025, determined by annualizing amount reported in the “Total” column of the Summary Compensation Table above in accordance with Instruction 10 to Item 402(u) of the Regulation S-K; • the median of the annual total compensation of all employees of the Company and its consolidated subsidiaries, excluding our Chief Executive Officer, for the year ended December 31, 2025, determined on the basis described below; and • a ratio comparison of those two amounts, each as determined in accordance with rules prescribed by the SEC. For purposes of determining the median of the annual total compensation of all employees of the Company and its consolidated subsidiaries, excluding our Chief Executive Officer, for the year ended December 31, 2025, the applicable SEC rules require us to identify the median employee, by using either annual total compensation for all such employees or another consistently applied compensation measure. In identifying the median employee, we: • used annual base salary (defined as the fixed portion of each employee’s compensation arrangements and that is paid without regard to our financial or operational performance in a given year) and annual cash incentive, as determined from the Company’s payroll and finance records for the year ended December 31, 2025, as our consistently applied compensation measure; • included the aggregate grant date fair value of equity-based incentive compensation awards; • included all worldwide employees of the Company and its consolidated subsidiaries as of December 31, 2025 (the “Measurement Date”), without regard to their location or compensation arrangements or whether employed on a full-time or part-time basis; • converted annual base salary and annual cash incentive to U.S. dollars using foreign currency exchange rates as of the Measurement Date; • annualized the compensation for any full-time or part-time employees that were hired in 2025 but were not employed by the Company or its consolidated subsidiaries for all of 2025; • did not include any cost-of-living adjustments; and • did not use statistical sampling. After identifying the median employee based on the process described above, we calculated annual total compensation for that employee using the same methodology we used for determining total compensation for 2025 for our named executive officers as set forth in the Summary Compensation Table.

  46. CEO Pay Ratio

    | Chief Executive Officer annual total compensation (A) | $3,283,511 | | Median annual total compensation of all employees (excluding Chief Executive Officer) (B) | $73,050 | | Ratio of (A) to (B) | 45:1 |

  47. CEO Pay Ratio

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

  48. Pay Versus Performance

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

  49. Pay Versus Performance

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total: Mr. Bird (1) | Compensation Actually Paid: Mr. Bird | Summary Compensation Table Total: Mr. DeBerry (2) | Compensation Actually Paid: Mr. DeBerry (3) | Summary Compensation Table Total: Mr. Anderson (4) | Compensation Actually Paid: Mr. Anderson (5) | Average Summary Compensation Table Total: Non-PEO NEOs (6) | Average Compensation Actually Paid to Non-PEO NEOs (7) | Total Shareholder Return (8) | Peer Group Total Shareholder Return (9) | Net Income (10) ($mm) | Adjusted EBITDA (11) ($mm) | | 2025 | — | — | — | — | $3,283,511 | $4,049,094 | $1,625,663 | $1,721,949 | $73.84 | $184.92 | $83 | $188 | | 2024 | 9,088,647 | 7,720,843 | — | — | 2,873,972 | 1,777,490 | 2,649,647 | 2,396,743 | $47.16 | $176.16 | 140 | 139 | | 2023 | 3,739,195 | 2,000,342 | — | — | — | — | 1,477,500 | 708,151 | $78.56 | $200.99 | 0.6 | 47 | | 2022 | 4,056,407 | 3,246,493 | — | — | — | — | 2,278,770 | 1,928,341 | $91.73 | $197.44 | 0.4 | 30 | | 2021 | — | — | 6,083,948 | (165,868) | — | — | 1,734,119 | (302,041) | $66.44 | $120.03 | (128) | 15 |

  50. Pay Versus Performance

    (1) The dollar amounts reported in this column are the amounts reported for Mr. Bird in the “Total” column of our Summary Compensation Table for 2022, 2023 and 2024, respectively. Mr. Anderson began serving as our principal executive officer on September 9, 2024. (2) The dollar amount reported in this column is the amount reported for Mr. DeBerry in the “Total” column of our Summary Compensation Table for 2021. (3) The dollar amount reported in this column represents the amount of “compensation actually paid” to Mr. DeBerry, as computed in accordance with Item 402(v) of Regulation S-K and does not reflect the total compensation actually realized or received by Mr. DeBerry. Information on the calculation of such amount is included in our 2023 Proxy Statement. (4) The dollar amounts reported in this column are the amounts reported for Mr. Anderson in the “Total” column of our Summary Compensation Table for 2024 and 2025, respectively. The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Anderson, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by Mr. Anderson. In accordance with these rules, for 2025, this amount reflects the “Total” as set forth in the Summary Compensation Table, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Information on the calculation of such amount for 2024 is included in our 2025 Proxy Statement.

  51. Pay Versus Performance

    | Compensation Actually Paid to Mr. Anderson | 2025 | | 2025 Summary Compensation Table Total | $3,283,511 | | Less, value of Stock Awards reported in 2025 Summary Compensation Table | 2,222,492 | | Plus, year-end fair value of outstanding and unvested equity awards granted in 2025 | 1,586,356 | | Plus, fair value as of vesting date of equity awards granted and vested in 2025 | 911 | | Plus (less), change in fair value from December 31, 2024 to December 31, 2025 of outstanding and unvested equity awards granted in prior years | 1,180,779 | | Plus (less), change in fair value from December 31, 2024 to the vesting date of equity awards granted in prior years that vested in the year | 220,029 | | Less, prior year-end fair value for any equity awards forfeited in the year | — | | 2025 Compensation Actually Paid to Mr. Anderson | $4,049,094 |

  52. Pay Versus Performance

    The dollar amounts reported in this column represent the average of the amounts reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: (i) for 2025, Messrs. Reed and Reddout; (ii) for 2024, Messrs. Reed, Reddout, McClure, Webster and Underwood; (iii) for 2023 and 2022, Messrs. McClure, Webster and Underwood; and (iv) for 2021, Messrs. Bird, Kumar and Webster. (7) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the Non-PEO NEOs set forth in footnote 7 for each year, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, for 2025, this amount reflects the average of the “Total” for each Non-PEO NEO as set forth in the Summary Compensation Table for 2025, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. Information on the calculation of such amounts for 2021-2022 is included in our 2023 Proxy Statement, information on the calculation of such amount for 2023 is included in our 2024 Proxy Statement and information on the calculation of such amount for 2024 is included in our 2025 Proxy Statement.

  53. Pay Versus Performance

    | Average Compensation Actually Paid to Non-PEO NEOs | 2025 | | Average 2025 Summary Compensation Table Total | $1,625,663 | | Less, average value of Stock Awards reported in Summary Compensation Table | 834,003 | | Plus, average year-end fair value of outstanding and unvested equity awards granted in 2025 | 594,875 | | Plus, average fair value as of vesting date of equity awards granted and vested in 2025 | 911 | | Plus (less), average change in fair value from December 31, 2024 to December 31, 2025 of outstanding and unvested equity awards granted in prior years | 251,994 | | Plus (less), average change in fair value from December 31, 2024 to the vesting date of equity awards granted in prior years that vested in the year | 82,509 | | Less, average prior year-end fair value for any equity awards forfeited in the year | — | | Average Compensation Actually Paid to Non-PEO NEOs | $1,721,949 |

  54. Pay Versus Performance

    TSR is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2020. The peer group used for this purpose is the VanEck OIH Index. (10) The dollar amounts reported represent the amount of net income (or loss) reflected in the Company’s audited financial statements for the applicable year. (11) Adjusted EBITDA is net income excluding income taxes, interest income and expense, depreciation and amortization expense, and adjusted to remove any one-time irregular items, whether gains or losses, including but not limited to stock-based compensation, significant litigation expense, goodwill impairments, asset write-downs, gain on any sale or divestiture of assets or businesses, restructuring costs and foreign exchange gains or losses.

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

    Description of Certain Relationships between Information Presented in the Pay versus Performance Table As described in more detail in the section “—Compensation Discussion and Analysis”, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. The graphs below compare the “compensation actually paid” to our PEO and the average of the “compensation actually paid” to our Non-PEO NEOs, with (i) our cumulative TSR, (ii) our Peer Group TSR, (iii) our net (loss) income and (iv) our Adjusted EBITDA for the period 2021 through 2025.