Gwendolyn Gresham
Senior Vice President, Corporate Development and Investor Relations at 
Core Laboratories Inc. /DE/
Core Laboratories Inc. /DE/Executive
About Gwendolyn Gresham
Gwendolyn Y. Gresham (age 57) is Senior Vice President, Corporate Development and Investor Relations at Core Laboratories (CLB). She has been with CLB since October 2006 and has led Sustainability, Investor Relations, Risk Management, and Human Resources since 2016; she holds a B.S. in Business (Lubbock Christian University) and an M.B.A. (Texas Woman’s University) . Company performance levers tied to her incentive plan include relative Revenue growth, Operating Margin, EPS Yield, and absolute Safety/ESG; for 2024 CLB delivered +2.8% revenue growth, 11.2% operating margin, EPS Yield of 3.7%, and ROIC ~8.7% at the 52nd percentile vs peer group, driving a 100% of salary bonus earn (paid at 90% of earned) . Her long-term equity is 100% performance-based PSUs tied to three-year ROIC vs peers with a TSR modifier; the 2022 PSU cycle paid at 54.6% of target .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Core Laboratories | SVP, Corporate Development & Investor Relations | 2016–present | Leads Sustainability, IR, Risk Management, and HR |
| Core Laboratories (Amsterdam) | Corporate Vice President | 2013–2016 | Led HR and Sustainability internationally |
| Core Laboratories | Director, U.S. Human Resources | 2006–2013 | Built HR capabilities; joined CLB Oct 2006 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Texas Children’s Hospital Integrated Delivery System | Assistant Director, Leadership Development | Pre-2006 | Prior to CLB |
| University of Texas MD Anderson | Director, Human Resources | Pre-2006 | Prior to CLB |
Fixed Compensation
Base Salary (disclosed)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $370,000 | $407,888 | $407,888 |
Annual Cash Incentive Structure and 2024 Outcome
| Element | Target | Max | 2024 Metric Design | 2024 Results (Company) | 2024 Individual Outcome |
|---|---|---|---|---|---|
| Bonus as % of salary | 75% | 130% | Relative: Revenue (25%), Operating Margin (25%), EPS Yield (25); Absolute: Safety/ESG (25%) | Percentiles: Revenue 57th (1.1x), Op Margin 73rd (1.3x), EPS Yield 60th (1.1x); Safety/ESG 2.0x; weighted ~1.3x | Earned 100% of salary = $407,403; paid at 90% = $366,663 |
Performance Compensation
Long-Term Incentive Plan (PSAP – Performance Share Award Program)
- Design: 3-year performance; ROIC vs Bloomberg Oil & Gas Services comp group; threshold 35th pct (50% payout), target 55th (100%), max 85th (175%); negative absolute TSR reduces above-target payout by 50% .
| Grant/Cycle | Target Shares | Performance Window | Outcome Basis | Payout |
|---|---|---|---|---|
| 2022 PSAP | 17,588 | 1/1/2022–12/31/2024 | ROIC percentile 52.3 | 54.6% of target → 9,603 shares |
| 2024 PSAP (in-flight) | 38,002 target; 66,504 max | 1/1/2024–12/31/2026 | ROIC with TSR modifier | TBD |
2024 Stock Vested (Realized)
| Metric | 2024 |
|---|---|
| Shares vested | 9,604 |
| Value realized | $166,245 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 27,575 shares (<1%) |
| Ownership as % of outstanding | ~0.06% (27,575 / 46,702,192; calc from figures) |
| Unvested performance awards (potential) | 103,986 PSAP shares at maximum, est. $1,799,998 at $17.31 (12/31/24) |
| Options | None outstanding; CLB does not currently issue options to NEOs |
| Stock ownership guidelines | 3x salary for NEOs; 5-year compliance window; all NEOs compliant or within window as of 12/31/24 |
| Hedging/derivatives | Prohibited (shorts, options, collars, etc.) |
| Pledging/margin | Prohibited; company stock may not be margined or pledged by officers/directors |
| Trading controls | Pre-clearance and blackout windows for Section 16 officers |
| Section 16 compliance | Company believes all forms timely filed in 2024 |
Employment Terms
| Provision | Terms (Gresham) |
|---|---|
| Role & pay basis | SVP, Corporate Development & IR; base salary $407,888; annual bonus up to 130% of salary |
| Agreement form | Employment agreement auto-renews annually; amended & restated Feb 1, 2024 (redomestication alignment) |
| Annual incentive metrics | Relative Revenue, Operating Margin, EPS Yield (75% weight); Safety/ESG (25%) |
| LTI design | 100% performance-based PSUs (ROIC; TSR modifier) |
| Severance (no CIC) | 1.5x salary + pro-rata target bonus; 18 months medical/dental/life; accelerated equity (PSUs measured as of latest quarter-end); up to $25k outplacement |
| Severance (within 2 yrs post-CIC; double trigger) | 2.5x (salary + target bonus) + pro-rata target bonus; 30 months medical/dental/life; accelerated equity (PSUs measured as of latest quarter-end); up to $25k outplacement |
| Non-compete / non-solicit | 2 years post-termination (except certain employer-initiated cases) |
| 280G treatment | Best-net approach with potential cutback to avoid excise tax |
| Clawback | NYSE- and SEC-compliant clawback adopted Nov 8, 2023 for incentive comp upon restatement |
| No single-trigger CIC cash | Confirmed: no single-trigger change-in-control cash severance |
Estimated Termination/CIC Economics (as of 12/31/2024)
| Scenario | Total Estimated Value ($) |
|---|---|
| Involuntary Not-For-Cause | $3,053,534 |
| Termination related to Change-in-Control | $4,226,212 |
| Disability | $1,916,286 |
| Death | $1,916,286 |
Notes: includes cash severance, pro-rata bonus, accelerated equity at $17.31/share where applicable, benefits, outplacement, and accelerated deferred comp per proxy assumptions .
Vesting Schedules and Insider Selling Pressure
| Award | Grant date | Scheduled vesting year | Max shares scheduled | Notes |
|---|---|---|---|---|
| PSAP (2023 grant) | Feb 16, 2023 | 2025 | 37,482 | Actual payout performance-based; max shown |
| PSAP (2024 grant) | Feb 15, 2024 | 2026 | 66,504 | Actual payout performance-based; TSR modifier applies |
Potential selling pressure may arise around vesting/settlement dates; however, CLB imposes strict pre-clearance, blackout windows, and prohibits hedging, options, margining and pledging, which can constrain/smooth transaction timing . 2024 realized vest: 9,604 shares, $166,245 value .
Compensation Structure Diagnostics (pay-for-performance and governance)
- Pay mix tilts heavily to variable: other NEOs average ~73% variable at target (company depiction) .
- Annual bonus: 2024 relative metrics landed at 57th/73rd/60th percentiles (Rev/Margin/EPS Yield) and Safety/ESG maxed; weighted ~1.3x target for other NEOs, then reduced to 90% of earned for affordability/discretion → paid 90% of earned (Gresham earned 100% of salary; paid $366,663) .
- LTI discipline: 100% PSUs; 2022 cycle paid at 54.6% of target (ROIC 52.3rd percentile) indicating balanced rigor and alignment .
- Governance: no single-trigger CIC cash; robust clawback; no significant perquisites; no hedging/pledging; strong say-on-pay support (95.2% in 2024; >95% last three years) .
Multi-Year Compensation (Summary)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $370,000 | $407,888 | $407,888 |
| Stock Awards (grant-date fair value) | $672,680 | $899,514 | $920,625 |
| Non-Equity Incentive (cash bonus) | $154,607 | $115,584 | $407,403 (paid $366,663) |
| All Other Compensation | $39,677 | $50,718 | $52,112 |
| Total | $1,236,964 | $1,473,704 | $1,788,028 |
All Other Compensation detail (2024)
| Item | Amount |
|---|---|
| 401(k) contributions | $13,050 |
| Nonqualified deferred compensation (company contribution) | $38,877 |
| Company-paid life insurance (imputed) | $185 |
| Total | $52,112 |
Deferred Compensation (balances and flows, 2024)
| Metric | Amount |
|---|---|
| Company contributions in 2024 | $38,877 |
| Executive contributions in 2024 | $9,413 |
| Aggregate balance 12/31/2024 | $404,334 |
Compensation Peer Group and Say-on-Pay
- 2024 Compensation Peer Group (for pay benchmarking): Bristow Group, ChampionX, Expro Group, Forum Energy Technologies, Helix Energy Solutions, Innovex International (fka Dril-Quip), Oceaneering, Oil States, Precision Drilling, RPC, SEACOR Marine, TechnipFMC, TETRA Technologies, Tidewater, Weatherford .
- Say-on-pay support: 95.2% in 2024; consistently >95% in 2022–2024 .
Risk Indicators & Related-Party Oversight
- Related-party transactions: none >$120,000 in 2024 .
- Section 16(a) filings: timely for 2024 .
Investment Implications
- Alignment and rigor: 100% performance-based equity with three-year ROIC focus and TSR modifier, a clawback, and ownership requirements signal strong pay-performance linkage; 2022 PSU payout at 54.6% reinforces calibration .
- Cash incentive governance: 2024 formulaic earn was moderated to 90% payout, indicating discipline amid macro uncertainty; focus areas (relative revenue, margin, EPS yield; Safety/ESG) align with drivers investors track in oilfield services .
- Retention and CIC risk: Double-trigger CIC benefits at 2.5x (salary+target bonus) plus equity acceleration are competitive but sizable; non-compete/non-solicit at two years and auto-renew contract reduce near-term attrition risk while preserving flexibility .
- Ownership and selling pressure: Personal stake (~0.06% of shares) is modest, but upcoming PSU vesting events in 2025 and 2026 could create episodic liquidity; stringent trading windows and no pledging/hedging mitigate adverse signaling risk .
- Governance quality: No single-trigger CIC cash, no significant perquisites, and strong say-on-pay (>95%) reduce headline governance risk and potential investor pushback on pay .