DEF 14A of National Energy Services Reunited Corp.
Filed Mar 24, 2026 · FY20250001493152-26-012394
PROPOSAL NO. 1 ELECTION OF DIRECTORS
PROPOSAL NO. 1 ELECTION OF DIRECTORS The Board is comprised of experienced, highly qualified individuals. Set forth below are the names, ages and positions of each of the director nominees:
PROPOSAL NO. 1 ELECTION OF DIRECTORS
| Name | Age(1) | Position | | Antonio J. Campo Mejia | 68 | Lead Independent Director | | Sherif Foda | 57 | Executive Chairman of the Board and Chief Executive Officer | | Yousef Al Nowais(2) | 71 | Director | | Anthony (Tony) R. Chase(3) | 70 | Director | | Lisa A. Pollina | 60 | Director |
PROPOSAL NO. 1 ELECTION OF DIRECTORS
(1) Age as of March 10, 2026, the record date. (2) Al Nowais Investments LLC (“ANI”) is entitled, pursuant to a Relationship Agreement dated June 6, 2018, to nominate one director to the Board for so long as it or its affiliates hold at least 50% of the NESR ordinary shares acquired pursuant to our acquisition of NPS Holdings Limited and Gulf Energy S.A.O.C. (the “Business Combination”). Mr. Al Nowais represents ANI on the Board. (3) Hana Investments Co. WLL (“Olayan”) is entitled, pursuant to a Relationship Agreement dated June 5, 2018, to nominate one director to the Board for so long as Olayan and its affiliates collectively hold, in the aggregate, at least 6,879,225 ordinary shares (subject to appropriate adjustment for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after June 5, 2018). Mr. Chase represents Olayan on the Board. Information regarding the business experience of each director nominee is provided below. There are no familial relationships among NESR’s named executive officers and nominated directors. The ordinary shares represented by all valid proxies received by telephone, by internet or by mail will be voted in the manner specified. Where specific choices are not indicated, the ordinary shares represented by all valid proxies will be voted “FOR” each of the five nominees to the Board. The Board expects that all the nominees to the Board will be available to serve as directors and all have consented in writing to that effect.
PROPOSAL NO. 1 ELECTION OF DIRECTORS
| | The Board recommends a vote “FOR” the election to the Board of each of the nominated directors. |
INFORMATION ABOUT THE DIRECTOR NOMINEES
INFORMATION ABOUT THE DIRECTOR NOMINEES Sherif Foda has served as the Chairman and Chief Executive Officer of NESR (“CEO”) since inception. He started the company in 2017 to create the first and largest energy services company from the MENA region publicly listed on the Nasdaq Stock Market. He has more than 25 years of professional experience in the energy industry working primarily in his earlier career for Schlumberger Limited (NYSE: SLB) around the world, particularly in the Middle East, Europe and the US. He served as Senior Advisor to the Chairman of SLB, an officer and President of the Production Group, the President of Europe and Africa, Vice President, and Managing Director of the Arabian market, President of Well Intervention worldwide, Vice President of Europe, Caspian and Africa, and Managing Director of Oman among other roles. He started his career in 1993 with SLB, working on the offshore fields in the Red Sea, then transferred to Germany and Eastern Europe before getting to multiple senior level positions. Prior to working in the oil and natural gas industry, he worked in the information technology and computer industry for two years after graduating from Ain Shams University in Cairo with double majors in Electronics Engineering and Automatic Control. He attended various executive courses at Harvard Business School, Oxford and IMD Business School and is a usual speaker in multiple forums. Mr. Foda used to serve as a board member of Energy Recovery, Inc. (Nasdaq: ERII), a technology company based in California and on the Board of Trustees of Awty International School in Houston. He currently serves as the Chairman of the board of directors of W. D. Von Gonten Engineering LLC based in Houston, GLC Energy Company in London and is a member of the Oxford Energy Policy Club in the UK. He is also a board member for Al Fanar Venture philanthropy in London. We believe Mr. Foda is qualified to serve on the Board because of his extensive experience in the oil and natural gas industry, including approximately 25 years with Schlumberger and his extensive oil field services industry experience throughout the MENA region and globally as an executive and board member. Antonio J. Campo Mejia has been an independent director of the Company since May 12, 2017, and is the Lead Independent Director of the Board. Mr. Campo Mejia has been a non-executive director of the Supervisory Board of Fugro N.V. (Euronext: FUR), a company providing geotechnical, survey, subsea and geosciences services since 2014 and Vice-Chairman of Basin Holdings, a global holding company focused on providing products and services to energy and industrial customers since 2012. From 2012 to 2013, Mr. Campo Mejia served as non-executive director at Integra Group, an oilfield services company, mainly active in Russia and the Commonwealth of Independent States and served as its Chief Executive Officer from 2009 to 2012. Mr. Campo Mejia also served as non-executive director at Basin Supply LP, Basin Tools LP and Basin Energy Services LP from 2009 to 2014. Prior to that, Mr. Campo Mejia spent 28 years of his professional career at Schlumberger, one of the world’s leading oilfield services companies, in a multitude of senior management positions in different parts of the world. In his various roles with Schlumberger, Mr. Campo Mejia served as the President of Latin America for Oilfield Services and President of Europe & Africa and was the President of Schlumberger’s Integrated Project Management business responsible for the worldwide operations in this service line. Prior to that, Mr. Campo Mejia served as Director of Personnel for the Reservoir Management Group in Houston, Texas and Vice President of Oilfield Services Latin America South, managing a full range of services in the region. In his career prior to 1997, Mr. Campo Mejia held a number of senior management and technical positions in Schlumberger’s wireline business. Mr. Campo Mejia received his bachelor’s degree in Electronic Engineering from Pontificia Universidad Javeriana in 1980. We believe Mr. Campo Mejia is qualified to serve on the Board because of his extensive experience in the oil and natural gas industry and his experience as an executive in oilfield services and board member of multinational companies. Yousef Al Nowais was appointed by our Nominating and Governance Committee and Board on November 9, 2019, and is an independent director. He serves as the Chairman and Managing Director of Arab Development (“ARDECO”), a company he founded in his home city of Abu Dhabi, the United Arab Emirates. ARDECO is a large, diversified business and a leading player in the oil and natural gas and petrochemical sectors as well as power generation and distribution and other engineering and infrastructure project services. He served as the Co-Chairman of Al Nowais Investments LLC, a leading investment company based in Abu Dhabi with local and international holdings in a broad range of strategic investments and actively managed subsidiaries. Mr. Al Nowais has been Vice Chairman of Al Dhafra Insurance since 2013, and has been Chairman of Archirodon S.A., an international EPC contractor, since 2023. Prior to founding ARDECO, Mr. Al Nowais joined Abu Dhabi National Oil Company (“ADNOC”) after graduating from the University of Arizona in 1979 and held many senior positions in the ADNOC group, including Finance Director and Managing Director of ADNOC’s subsidiary FERTIL. From 2007 to 2013, Mr. Al Nowais served as Managing Director of Al Maabar International, a leading UAE organization investing internationally in real estate projects in the MENA region, which was formed as a joint venture between Al Dar Properties, Mubadala, Al Qudra Holdings, Reem Investment and Reem International. We believe Mr. Al Nowais is qualified to serve on the Board because of his extensive experience in the oil and natural gas industry. Anthony (Tony) R. Chase was elected to the Board on June 14, 2024, and is an independent director. Mr. Chase is Chairman and CEO of ChaseSource, LP, a staffing, facilities management and real estate development firm. Previously, he started and sold three ventures (Chase Radio Partners, Cricket Wireless and ChaseCom). The first, Chase Radio Partners, founded in 1992, owned seven radio stations and was sold to Clear Channel Communications in 1998. The second was Cricket Wireless, a nationwide cell phone service provider that he started together with Qualcomm in 1993. Mr. Chase opened the first Cricket markets in Chattanooga and Nashville, Tennessee. The third was ChaseCom, a company that built and operated call centers in the US and India, which he sold to AT&T Corporation in 2007. Mr. Chase is also a principal owner of the Houston Airport Marriott at George Bush Intercontinental Airport and the Principal Auto Toyota dealership in greater Memphis, Tennessee. Mr. Chase serves on several non-profit boards in Houston: the Greater Houston Community Foundation, the Greater Houston Partnership, Houston Endowment, MD Anderson Board of Visitors and the Texas Medical Center. Mr. Chase previously served as Deputy Chairman of the Federal Reserve Bank of Dallas and the Chairman of the Greater Houston Partnership. He is also a member of the Council on Foreign Relations. Mr. Chase serves on the boards of Cullen/Frost Bankers, Inc. (NYSE: CFR), LyondellBasell Industries N.V. (NYSE: LYB) and Nabors Industries Ltd. (NYSE: NBR) and previously served on the boards of Heritage Crystal Clean, Inc. until 2022 and Par-Pacific Holdings, Inc. (NYSE: PARR) until 2024. Mr. Chase is a Professor of Law Emeritus at the University of Houston Law Center. We believe Mr. Chase is qualified to serve on the Board due to his extensive experience in banking and finance, corporate governance and human resources, as well as his experience as an executive and board member.
INFORMATION ABOUT THE DIRECTOR NOMINEES
Lisa A. Pollina was appointed to the Board effective May 16, 2025 and is standing for election at the Annual General Meeting. Ms. Pollina is a business executive who has negotiated over $50 billion in corporate development deals throughout her career. She provides advisory work for Alvarez & Marsal and has provided private equity investment advisory for alternative asset manager Ares Management (NYSE: ARES) on both growth and special opportunities portfolio investments. Prior to working with Ares Management, she worked for Royal Bank of Canada (NYSE: RY) from 2010 to 2015 having served in such roles as Vice Chairman of RBC Capital Markets, a division of the Royal Bank of Canada, as well as senior advisor to the chief executive for RBC International, where she also served as senior advisor for the boards of RBC Canadian Trust Company and RBC Dexia Holding Company. Prior to RBC, Ms. Pollina served as the Global Financial Institution Executive at Bank of America Securities. Ms. Pollina currently serves on the board of directors of Munich RE (FRA: MUV2) for the Americas, a position she has held since 2021 and serves on the board of the Atlantic Council of the United States and is a member of the Council on Foreign Relations. She has previously served on the boards of both publicly-traded and privately held companies, including Two Harbors Investment Corp (NYSE: TWO), Ritchie Brothers Auctioneers (NYSE: RBA), and Energy Recovery, Inc. (NASDAQ: ERII) alongside other privately-held corporate boards. Her board service has included service on audit, risk and governance-related committees. Ms. Pollina received a B.S. from Western Michigan University and an M.B.A from Yale University. She has also been an instructor of strategy at Yale University and corporate finance at the University of Chicago. We believe Ms. Pollina is qualified to serve on the Board due to her extensive experience in the global financial services industry and her experience both as an executive and board member, including prior audit, risk and governance-related committee service.
Elements of Executive Compensation for 2025
| | Element | Key Features | | How Award Value is Determined | | | FIXED | Base Salary | ● | Only fixed compensation element | ● | Position scope and responsibilities | | | | ● | Reviewed annually and adjusted when appropriate | ● | Experience and individual performance | | | | | | ● | Market data | | AT RISK | Annual Cash Incentive (Bonus) | ● | Targets a mix of financial and personal objectives | ● | Revenue, EBITDA and DSO (defined below) are the primary financial targets | | | | ● | Targets set annually to align with corporate objectives | ● | Personal objectives are measurable and not subjective | | | | ● | Financial element of the incentive includes a multiplier for achieving stretch targets | | | | AT RISK | Long-term Equity Incentive (LTI) | ● | Restricted Stock Units (“RSU”) awards with grant value up to 2X base salary | ● | Position scope and responsibilities | | | | ● | RSUs vest over a 3-year period for retention and shareholder alignment and to promote long-term share ownership | ● | Experience and individual performance | | | | | | ● | Market data | | | | | | ● | Awards are at-risk for stock price performance and continued employment; realized value of awards dependent upon stock price performance after date of grant |
Elements of Executive Compensation for 2025
The executive compensation program is benchmarked by Meridian and reviewed by the Compensation Committee. The Compensation Committee seeks to ensure that total executive compensation is within the market range compared to the executive compensation among the Company’s comparator peer group. The chart below shows the percentage of 2025 total target compensation (inclusive of base salary, target annual cash incentive and LTI compensation) established by the Compensation Committee for our Chief Executive Officer and Chief Financial Officer vs. the comparator peer group, as described further in the following “Setting Executive Compensation” section. (1) RSU awards have been waived by the NESR CEO since the inception of the Company; shading represents the potential RSU portion of total target compensation. In addition, the CEO’s base salary has remained the same since 2018. We believe in transparency and the need to align our executive pay incentives with the creation of sustainable, long-term value for NESR and long-term returns for our shareholders. Our NEOs’ variable compensation portion was designed to reflect the entrepreneurial culture of NESR from its inception, with at least 50% of executive pay at risk with realized value contingent upon stock price performance or specific, measurable performance objectives.
Use of Independent Consultants
| ● | Provide independent and objective market data; | | ● | Conduct compensation and plan analysis; | | ● | Recommend a comparator peer group; and | | ● | Benchmark pay programs and pay levels to the comparator peer group. |
Comparator Peer Group
Comparator Peer Group The Compensation Committee uses data from a comparator peer group when assessing the market competitiveness of NESR’s executive compensation program. The companies comprising the peer comparator group are selected based on the following considerations:
Comparator Peer Group
| ● | Oil and gas service industry affiliation; | | ● | Financial metrics such as revenue, EBITDA and other metrics as number of employees and assets base; | | ● | Country specific market data if available; | | ● | Market capitalization; and | | ● | Inclusion in other oil and gas service companies peer groups. |
Comparator Peer Group
The comparator peer group is reviewed on an ongoing basis to ensure continued relevance, and for purposes of evaluating 2025 executive compensation, Patterson-UTI Energy, Inc. was added to the group. The comparator peer group was thus composed of the following companies:
Comparator Peer Group
| Cactus, Inc. | Patterson-UTI Energy, Inc. | | Core Laboratories Inc. | ProPetro Holding Corp. | | Expro Group Holdings N.V. | Select Water Solutions, Inc. | | Liberty Energy Inc. | TETRA Technologies | | Nabors Industries Ltd. | Weatherford International plc | | Oil States International, Inc. | |
Comparator Peer Group
In 2025, proxy information from 2024 for each comparator company was gathered and an analysis was performed of compensation data for each NEO, comparing the compensation data of each of the pay elements and total compensation at the 25th, 50th and 75th percentiles of the comparator peer group to current compensation for each NEO.
Base Salary
Base Salary We provide our NEOs with a base salary to compensate them for performing their daily responsibilities, and base salary is the fixed portion of an executive’s annual compensation. In setting initial base salaries for NESR’s NEOs, the Compensation Committee compared similar positions in the comparator peer group. The base salaries for our NEOs for 2025 are shown in the table below.
Short-Term Annual Incentive
Short-Term Annual Incentive The Company’s short-term annual incentive plan is designed to reward management for achieving certain financial and other strategic objectives that should result in the creation of incremental shareholder value. The Compensation Committee selects and measures objectives that, while short-term in nature, will drive long-term growth and value for the Company. The Compensation Committee reviews the financial and other objectives applicable to our NEOs and recommends approval to the Board (and in the case of the CEO, to the independent directors of the Board). Individual incentive award opportunities are established as a percentage of base salary at the beginning of the year based on market competitive targets. The weighting of the target financial and non-financial objective metrics for our CEO and our other NEOs are shown in the chart below, assuming maximum bonus payout. The payout range for the financial metrics is 0-150% and the payout range for non-financial metrics is 0-50%. The potential payments under the Threshold, Target, Superior and Exceptional levels can be found in the Grants of Plan-Based Awards in the Fiscal 2025 table.
Short-Term Annual Incentive
| Position | Financial | Non-Financial | | CEO | 75% | 25% | | Other NEOs | 67% | 33% |
Financial Objectives – EBITDA/DSO
| Metric(1) | Target | Superior | Exceptional | Actual | Payout | | EBITDA | $273M | $345M | $360M | $281M | Target | | DSO | 74 | 72 | 70 | 70 | Exceptional |
Approved Payout
Approved Payout The total approved payout of short-term annual incentive for each individual is shown below.
Approved Payout
| NEO | Financial | Non-Financial | Total Payout | | Sherif Foda | 120% | 50% | 170% | | Stefan Angeli | 75% | 50% | 125% | | Jennifer Howard(1) | - | - | - | | Chokri Ben Amor | 28.2% | 45.7% | 73.9% | | Naif Al-Hadrami | 62.5% | 49.7% | 112.2% |
Approved Payout
(1) Ms. Howard resigned from the Company in November 2025 and was not eligible for the 2025 short-term incentive.
Long-Term Annual Equity Incentive Awards
Long-Term Annual Equity Incentive Awards Long-term equity incentive awards are designed to reward value creation from achieving operational performance objectives, thus aligning management and shareholders. Long-term incentives are the largest portion of compensation for our NEOs and are broadly granted to high-value employees throughout the organization. The Company currently only grants to employees RSUs that vest ratably over three years and settle in shares of the Company’s stock. All shares are awarded under the Company’s Amended and Restated 2018 Long Term Incentive Plan (“LTIP”) and follow all the terms and conditions of that plan. The Compensation Committee reviews the appropriateness of our plan design every year considering our strategy, financial situation, competitive practice and external governance standards. The Compensation Committee believes that RSUs are an appropriate vehicle for long-term incentive compensation because they promote retention and share ownership and because realized value is directly aligned with the experience of our shareholders. Furthermore, the transparency and simplicity of the plan design helps us achieve these goals while effectively managing shareholder dilution. The Compensation Committee reviews and recommends to the Board the RSU awards applicable to our NEOs (and in the case of the CEO, such approval is made by the independent directors only). Award levels are targeted to equal up to two times the base salary of an individual and are designed to ensure alignment with longer-term financial and strategic goals that drive stockholder value creation and support the Company’s retention strategy for high value employees. These awards extend to key performers at all levels who are important for the company today as well as high potential employees who would lead the company in the near and long-term future. Mr. Angeli is a party to an employment agreement that obligates the Company to issue certain awards under the LTIP within 10 days following the first date on which (i) the Company’s stock is relisted on Nasdaq (or a comparable exchange) and (ii) the Company had sufficient shares available under the LTIP to satisfy its obligations. The Company’s stock was relisted on Nasdaq on October 22, 2024, and the Company had sufficient shares under the LTIP to satisfy its obligations as of that date. Under the terms of the employment agreement, the Company was to grant an award of 100,000 shares to Mr. Angeli in 2022 (the “2022 Awards”), and 100,000 shares to Mr. Angeli in 2023 (the “2023 Awards”). One third of the 2022 Awards were to be issued as unrestricted shares at the grant date, and two thirds of the 2022 Awards were to be issued as RSUs that generally vest 50% on each of March 15, 2024 and 2025. The 2023 Awards were to be issued as RSUs that generally vest one third on each of March 15, 2024, 2025 and 2026. As the first vesting date passed prior to relisting of the Company’s stock, the 2022 Awards and 2023 Awards that were intended to vest on March 15, 2024, were issued as unrestricted shares at the grant date. The employment agreement further provides that Mr. Angeli was entitled to receive an award of 300,000 RSUs (the “special equity award”) within 10 days following the filing of the Company’s audited financial statements for 2023 with the SEC and the date the Company has sufficient shares available under the LTIP to satisfy its obligations, and that in 2024 and thereafter during the term of the agreement, Mr. Angeli will be eligible to receive an LTIP award of up to 200% of his base salary within 10 days following the filing of the Company’s audited financial statements for the previous year with the SEC. The term of Mr. Angeli’s employment agreement is 24 months from October 1, 2023, with annual renewal from year to year thereafter unless terminated pursuant to its terms.
Severance Benefits
Severance Benefits Other than Mr. Angeli, who is a party to an employment agreement that provides for certain termination benefits upon a qualifying termination of employment, our NEOs have no employment or severance contracts except as required by local laws, and our equity plan has limited change of control provisions. Mr. Angeli’s employment agreement provides that in the event of termination by the Company for any reason other than “cause” (as defined in the agreement), death or disability of Mr. Angeli, or by the executive for “good reason” (also as defined in the employment agreement), the executive will be entitled to receive accrued pay and benefits through the date of termination, a pro-rata annual cash bonus based on performance through the date of termination, immediate vesting of all outstanding awards under the LTIP, and a severance benefit equal to two times the annual base salary and two times the annual target cash bonus plus a cash payment of $35,000. The severance benefit and vesting of the outstanding LTIP awards is conditioned upon continued compliance with the obligations and restrictive covenants in the Innovation, Nondisclosure, Noncompete and Proprietary Rights Agreement that Mr. Angeli is also a party to, and the execution of a release agreement. The severance benefit is payable in equal installments payable monthly for 24 months following termination.
Employment Agreement – Other Material Terms
Employment Agreement – Other Material Terms In addition to the provisions described above related to Mr. Angeli’s employment agreement, that agreement further provides for an annual base salary for the term of the agreement of $450,000 and a target bonus of 100% of base salary. The employment agreement also provides for a cash payment in exchange for continued services in the Company through December 31, 2024. The cash payment was a lump sum cash bonus equal to the base salary paid in 2024 to Mr. Angeli, which was paid on January 31, 2025.
Retention Bonus Agreement
Retention Bonus Agreement On June 8, 2023, NESR entered into a retention agreement with Mr. Angeli that provided for cash payments in exchange for continued service at the Company. See such amounts included in the Summary Compensation Table of this Proxy Statement. The retention bonus payments are subject to any statutory clawback rules applicable at the effective date of the retention agreement.
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation paid by the Company to its NEOs.
Summary Compensation Table
| Name & Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Stock Awards Waived ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and NQDC Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Sherif Foda | 2025 | 840,000 | - | - | - | - | 1,428,000 | - | - | 2,268,000 | | Chairman & Chief Executive Officer | 2024 | 840,000 | - | - | - | - | 1,428,000 | - | - | 2,268,000 | | | 2023 | 840,000 | - | - | - | - | 1,260,000 | - | - | 2,100,000 | | Stefan Angeli | 2025 | 450,000 | - | 689,000 | - | - | 562,500 | - | - | 1,701,500 | | Chief Financial Officer | 2024 | 450,000 | 750,000 | 2,730,000 | - | - | 562,500 | - | - | 4,492,500 | | | 2023 | 337,500 | 500,000 | 850,000 | - | - | 412,500 | - | - | 2,100,000 | | Jennifer Howard(8) | 2025 | 315,000 | - | 206,700 | - | - | - | - | - | 521,700 | | General Counsel | 2024 | 44,000 | - | - | - | - | - | - | - | 44,000 | | | 2023 | - | - | - | - | - | - | - | - | - | | Chokri Ben Amor | 2025 | 312,000 | - | 344,500 | - | - | 230,568 | - | 124,800 | 1,011,868 | | Executive Director & VP, QHSE | 2024 | 312,000 | - | 875,000 | - | - | 249,210 | - | 158,600 | 1,594,810 | | | 2023 | 249,600 | - | - | - | - | 95,347 | - | 138,528 | 483,475 | | Naif Al- Hadrami | 2025 | 272,004 | - | 413,400 | - | - | 305,222 | - | 108,200 | 1,098,826 | | Executive Director, Saudi Arabia | 2024 | 255,900 | - | 787,500 | - | - | 113,249 | - | 104,400 | 1,261,049 | | | 2023 | 207,600 | - | - | - | - | 108,069 | - | 106,227 | 421,896 |
Summary Compensation Table
(1) The amounts in “Bonus” for Mr. Angeli for 2023 and 2024 are retention bonuses. (2) Reflects the aggregate grant date fair value of our awards to certain of our NEOs of RSUs of our common stock consistent with FASB Accounting Standards Codification Topic 718 “Compensation-Stock Compensation” (“ASC Topic 718”). The RSUs granted to Mr. Angeli in 2024 represent the special equity award of 300,000 RSUs granted under his employment agreement. No US-based NEO was granted or received stock awards in 2024 other than the special equity award required under Mr. Angeli’s employment agreement. The RSUs granted to Mr. Angeli in 2023 represent the 2022 Awards and 2023 Awards granted under his employment agreement. See discussion of Long-Term Annual Equity Incentive Awards in the CD&A above. (3) Mr. Foda has waived receiving RSUs in any year in which RSU awards were made in order to increase the number of shares available to grant to a broader pool of employees. (4) No options were awarded in 2023, 2024 or 2025. (5) The amounts in “Non-Equity Incentive Compensation” reflect the cash incentive earned in that year but paid in the subsequent year. See discussion of Short-Term Annual Incentive in the CD&A above. (6) In 2023, 2024 and 2025, no NEO was a participant in any pension plan or non-qualified deferred compensation plan. (7) See the Supplemental Table for additional detail on All Other Compensation. (8) Ms. Howard’s employment commenced in November 2024; her base salary was set at $360,000 although only that portion in which she worked was paid in 2024. She was not eligible for a bonus, nor was she granted stock awards in 2024. Ms. Howard’s employment subsequently ended via resignation in November 2025. Prior to her departure, she was paid $315,000 in salary and she received stock awards which she later forfeited upon her resignation. She is not eligible for a bonus for 2025 as she was not with the Company through year-end. See Grants of Plan-Based Awards below.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following plan-based awards were approved in 2025 for our NEOs.
Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | All Other Stock Awards: Number of Shares of Stock or | Grant Date Fair Value of Stock and Option | | | Grant | Threshold | Target | Superior | Exceptional | Units | Awards | | Name | Date | ($) | ($) | ($) | ($) | (#)(2) | ($)(3) | | Sherif Foda | 8/14/2025 | - | 1,260,000 | 1,470,000 | 1,680,000 | - | - | | Stefan Angeli | 8/14/2025 | - | 450,000 | 675,000 | 900,000 | 100,000 | 689,000 | | Jennifer Howard(4) | 8/14/2025 | - | 360,000 | 540,000 | 720,000 | 30,000 | 206,700 | | Chokri Ben Amor | 8/14/2025 | - | 312,000 | 468,000 | 624,000 | 50,000 | 344,500 | | Naif Al-Hadrami | 8/14/2025 | - | 272,004 | 408,006 | 544,008 | 60,000 | 413,400 |
Grants of Plan-Based Awards
__________ (1) The opportunities for each NEO under the LTIP. The potential payouts are performance-driven and completely at risk. For additional information, refer to the CD&A. The amounts actually paid to each NEO are reflected in the Summary Compensation Table above. (2) All RSUs are granted under the LTIP. For additional information on RSUs, refer to the CD&A. (3) Reflects the aggregate grant date fair value of our awards to our NEOs of RSUs consistent with ASC Topic 718. (4) Ms. Howard resigned from the Company in November 2025. Prior to her resignation, she received 30,000 RSUs on August 14, 2025.
Outstanding Equity Awards at Fiscal Year-End 2025
Outstanding Equity Awards at Fiscal Year-End 2025 The following table provides information about unvested RSU awards for each of our NEOs as of December 31, 2025. The vesting schedule for each grant can be found in the footnotes to this table, based on the grant date.
Outstanding Equity Awards at Fiscal Year-End 2025
| | | Stock Awards | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Sherif Foda(3) | - | - | - | | Stefan Angeli(4) | 8/14/2025 | 100,000 | 1,566,000 | | Jennifer Howard(5) | - | - | - | | Chokri Ben Amor | 8/14/2024 | 66,667 | 1,044,005 | | | 8/14/2025 | 50,000 | 783,000 | | Naif Al-Hadrami | 8/14/2024 | 60,000 | 939,600 | | | 8/14/2025 | 60,000 | 939,600 |
Outstanding Equity Awards at Fiscal Year-End 2025
(1) The forfeiture restrictions associated with time-based RSUs lapse in one-third increments on the first through third anniversary dates of the grant date. (2) The market value was based on the closing price of $15.66 at December 31, 2025. (3) Mr. Foda waived receiving RSUs since inception of the Company in order to increase the number of shares available to grant to a broader pool of employees. (4) Excludes liability-classified awards pursuant to Mr. Angeli’s employment agreement. (5) Ms. Howard resigned from the Company in November 2025. Prior to her resignation, she received 30,000 RSUs on August 14, 2025.
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested The following options were exercised and RSUs vested in 2025 for our NEOs.
2025 Option Exercises and Stock Vested
| | Stock Awards | | | | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Name | (#) | ($)(1) | | Sherif Foda | - | - | | Stefan Angeli(2) | - | - | | Jennifer Howard | - | - | | Chokri Ben Amor | 33,333(3) | 229,664 | | Naif Al-Hadrami | 40,000(4) | 283,900 |
2025 Option Exercises and Stock Vested
(1) The value realized on vesting was based on the vest date stock price of $7.72 for March 18, 2025, vesting, and $6.89 for August 15, 2025, vesting. (2) Excludes liability-classified awards pursuant to Mr. Angeli’s employment agreement. (3) 33,333 shares granted on August 14, 2024, and vested on August 14, 2025. (4) 10,000 shares granted on June 1, 2022, and vested on March 18, 2025, and 30,000 shares granted on August 14, 2024, and vested on August 14, 2025.
Potential Payments Upon Termination or Change in Control for 2025
Potential Payments Upon Termination or Change in Control for 2025
Potential Payments Upon Termination
Potential Payments Upon Termination Mr. Angeli is a party to an employment agreement that provides certain termination benefits upon a qualifying termination of employment. Assuming Mr. Angeli experienced a termination by the Company for any reason other than “cause” (as defined in the employment agreement), death or disability, or by his resignation for “good reason” (as defined in the employment agreement) on December 31, 2025, the potential payments and benefits he would have become entitled to receive pursuant to his employment agreement, as calculated in accordance with SEC rules, would have been valued as follows, which may not be reflective of actual values in the event of an actual termination:
Potential Payments Upon Termination
| ● | Cash Severance. Mr. Angeli would have received payments equal to: (i) the sum of 1/12 of his annual base salary and 1/12 of his target annual cash bonus (each in effect on the termination date) for 24 months, $1,800,000 (the “Severance Benefit”); (ii) a cash payment of $35,000; and (iii) a pro-rata annual cash bonus based on performance through the termination date. |
Potential Payments Upon Termination
| ● | Equity Treatment. All outstanding awards under the LTIP would immediately vest. |
Potential Payments Upon Termination
| ● | Accrued Amounts. Mr. Angeli would have received any accrued pay and benefits through the termination date. |
Potential Payments Upon Termination
The Severance Benefit and vesting of the outstanding LTIP awards is conditioned upon continued compliance with the obligations and restrictive covenants in the Innovation, Nondisclosure, Noncompete and Proprietary Rights Agreement which Mr. Angeli is a party to, and the execution of a release agreement within 45 days of the effective date of his termination. In the event that termination takes place within 3 months prior to or 18 months following a change in control of the Company (as defined in the employment agreement), then the Severance Benefit will be payable in a single lump sum payment on the 60th day following the effective date of termination of the executive’s employment. Assuming Mr. Angeli experienced a termination upon death or disability, he would have become entitled to: (i) accrued pay and benefits through the termination date, (ii) a pro-rata cash bonus based on performance through the termination date and (iii) full vesting of all outstanding awards under the LTIP.
CEO Pay Ratio
CEO Pay Ratio In accordance with SEC rules, we are providing the ratio of the total compensation of Mr. Foda, our CEO, to the annual total compensation of our median employee, without adjustment for cost of living. Based on the methodology described below, our CEO’s total compensation for the full year 2025 was 59 times that of our median employee. We have elected to identify our median employee every three years unless there is a significant change in employee population or employee compensation arrangements. In 2025, like in 2024 and 2023, our median employee was a full-time employee working in Saudi Arabia. We calculated all of the elements of the median employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The resulting 2025 total compensation of our median employee was $38,212, converting the total compensation in the local currency of non-US employees to US Dollars, using the year-end exchange rate. The 2025 compensation of our CEO was $2,268,000 as reflected in the summary compensation table. We did not make any material assumptions, adjustments or estimates with respect to total compensation, including that no cost-of-living adjustments were applied. Our Compensation Committee believes all this is reasonable on the basis there has been no significant change in its employee population or employee compensation arrangements. Because the pay ratio rule for identifying the median employee allows companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio for our Company.
Director Compensation
Director Compensation Our director compensation philosophy is to appropriately compensate our non-employee directors for their services as a director of a complex multi-national company. The compensation structure should align the interests of directors and shareholders. Directors who are also employees of NESR do not receive compensation for serving on the Board. We believe that our director fee structure is customary and reasonable and consistent with that of our peers and similarly situated companies in the industry in which we operate.
Director Pay Review
Director Pay Review Our Compensation Committee annually reviews and periodically recommends updates to our non-employee director compensation program. Recommendations factor in our director compensation philosophy, changes in market practice and the scope and responsibilities of the directors’ service.
Director Compensation
Director Compensation The following table provides information on the compensation earned or awarded to our current non-employee directors during 2025.
Director Compensation
| | Fees Earned | Waived Fees Earned | Stock Awards | Waived Stock Awards | Total (Earned or Awarded) | | Name | ($) | ($) | ($) | ($) | ($) | | Yousef Al Nowais(1) | - | 50,000 | - | 68,900 | 118,900 | | Antonio Campo Mejia(2) | 65,000 | - | 68,900 | - | 133,900 | | Anthony (Tony) R. Chase(3) | 65,000 | - | 103,350 | - | 168,350 | | Andrew Waite(2) | 70,000 | - | 68,900 | - | 138,900 | | Lisa Pollina(4) | 25,000 | - | 34,450 | - | 59,450 |
Director Compensation
__________ (1) Mr. Al Nowais waived all 2025 compensation. (2) During the year ended December 31, 2025, Messrs. Campo Mejia and Waite each received 10,000 restricted share grants totaling $68,900 (calculated based on the closing price of NESR common stock of $6.89 on August 14, 2025). For purposes of the grant, NESR’s share price was assumed by the Board to be $10/share. (3) During the year ended December 31, 2025, Mr. Chase received 15,000 restricted share grants totaling $103,350 (calculated based on the closing price of NESR common stock of $6.89 on August 14, 2025). Mr. Chase received 10,000 for his service to the Board during 2025 and 5,000 for a half year of service during 2024. For purposes of the grant, NESR’s share price was assumed by the Board to be $10/share. (4) During the year ended December 31, 2025, Ms. Pollina received 5,000 restricted share grants totaling $34,450 (calculated based on the closing price of NESR common stock of $6.89 on August 14, 2025) for a half year of service during 2025. For purposes of the grant, NESR’s share price was assumed by the Board to be $10/share.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure Below is information about the relationship between executive “compensation actually paid” to our NEOs and our financial performance, as required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K. Pay-for-performance is a key element of our executive compensation program. The design and philosophy of our program is intended to create a strong link between executive compensation and the interests of our shareholders. For further information concerning our pay-for-performance philosophy and how we align executive compensation with the Company’s performance, refer to the CD&A. “Compensation actually paid” does not correlate to the total amount of cash or equity compensation realized during each fiscal year and is different from “realizable” or “realized” compensation as reported in the CD&A. Instead, it is a nuanced calculation that includes the increase (or decrease) in value of certain elements of compensation over each the fiscal year, even if granted in a prior year. The amount of compensation ultimately received may, in fact, be different from the amounts disclosed in these columns of the PVP Table below.
Pay Versus Performance Table (“PVP Table”)
Pay Versus Performance Table (“PVP Table”)
Pay Versus Performance Table (“PVP Table”)
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for Principal Executive Officer (“PEO”) ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table for non-PEO Named Executive Officers ($)(2) | Average Compensation Actually Paid to non-PEO Named Executive Officers($)(2) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(3) | Net Income ($) (in 000,000s) | Adjusted EBITDA ($) (in 000,000s)(4) | | 2025 | $2,268,000 | $2,268,000 | $1,083,474 | $2,465,947 | $226 | $87 | $51.1 | $281.4 | | 2024 | 2,268,000 | 2,268,000 | 1,648,765 | 2,616,772 | 129 | 87 | 76.3 | 310.1 | | 2023 | 2,100,000 | 2,100,000 | 1,236,355 | 1,960,780 | 88 | 100 | 12.6 | 262.3 |
Pay Versus Performance Table (“PVP Table”)
(1) “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to our other NEOs (excluding the CEO) reflect adjustments from Total Compensation reported in the Summary Compensation Table. Adjustments are detailed in the “Compensation Actually Paid: Adjustments” table below. (2) The dollar amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group, excluding our CEO. The NEOs for each applicable year as follows:
Pay Versus Performance Table (“PVP Table”)
| ● | 2025: Stefan Angeli, Jennifer Howard, Chokri Ben Amor, Naif Al-Hadrami; | | ● | 2024: Stefan Angeli, Jennifer Howard, Chokri Ben Amor, Naif Al-Hadrami; | | ● | 2023: Stevan Angeli, Dhiraj Dudeja, Chokri Ben Amor, Naif Al-Hadrami. |
Pay Versus Performance Table (“PVP Table”)
(3) The peer group used for purpose is the Philadelphia Oil Service Index (“OSX”). (4) We have selected Adjusted EBITDA as the most important financial performance measure (that is not otherwise required to be disclosed in the table).
Pay Versus Performance Table (“PVP Table”)
| | | | Compensation Actually Paid: Adjustments | | | | | | | Year | Executive(s) | Summary compensation table total ($) | Deduct stock awards ($) | Include year-end equity value for awards granted during the year that remain unvested as of year-end ($) | Include Change in value of prior equity awards vesting during year ($) | Deduct value of prior year awards forfeited during year ($) | Include Change in value of prior equity awards not vested during year ($) | Compensation Actually Paid ($) | | 2025 | CEO | 2,268,000 | - | - | - | - | - | 2,268,000 | | | Other NEOs | 1,083,474 | (413,400) | 939,600 | 182,847 | (103,125) | 776,552 | 2,465,948 | | 2024 | CEO | 2,268,000 | - | - | - | - | - | 2,268,000 | | | Other NEOs | 1,648,765 | (1,098,125) | 1,097,600 | 977,698 | - | (9,167) | 2,616,771 | | 2023 | CEO | 2,100,000 | - | - | - | - | - | 2,100,000 | | | Other NEOs | 1,236,355 | (403,750) | 610,000 | 114,609 | - | 403,565 | 1,960,779 |