Harvey Klingensmith
Core Laboratories Inc. /DE/About Harvey Klingensmith
Independent Class I director at Core Laboratories (CLB) since 2020 (term to expire 2026). Age 72. Chair of the Compensation Committee effective after the May 21, 2025 annual meeting and member of the Nominating Committee; the Board affirmatively determined he is independent under NYSE standards . He has 44+ years of upstream oil and gas leadership, including founding and leading Ajax Resources and Spoke Resources; he holds dual BS degrees in Geological Engineering and Geophysical Engineering from the Colorado School of Mines (1975) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ajax Resources LLC | Co‑Founder, CEO; Director | CEO Jul 2015–Oct 2017; Board until 2018 | Led $425M financing; grew production 2,000→18,500 boe/d; sale to Diamondback Energy for $1.24B |
| Wyatt Energy LLC | President | Apr 2014–Jan 2018 | Privately held E&P; ran parallel to Ajax |
| Spoke Resources Ltd / Stone Mountain Resources Ltd | Co‑Founder, CEO | Apr 2006–Aug 2018 | Led capital raising, operations; navigated receivership and exit; sale to Surmont Oil & Gas (2018) |
| El Paso Canada | President | 2002–2004 | Canadian operations leadership |
| Coastal Oil & Gas | SVP Worldwide Exploration | 1994–2001 | Global exploration leadership |
| Maxus Energy | VP Worldwide Exploration | 1986–1993 | Global exploration leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in CLB’s 2025 proxy for Klingensmith |
- Professional affiliations: Society of Petroleum Engineers, American Association of Petroleum Geologists, Society of Exploration Geophysicists .
Board Governance
- Committee assignments: Compensation Committee member (Chair effective post‑2025 AGM), Nominating Committee member .
- Independence and attendance: Independent (NYSE 303A.02); 100% attendance at Board and all committee meetings in 2024; Board met four times; Audit 4, Compensation 2, Nominating 2 .
- Board leadership: CEO also serves as Chairman; Lead Independent Director is Martha Carnes, who presides over executive sessions of independent directors .
- Committee charters and oversight: Compensation Committee oversees executive pay and uses an independent consultant (Meridian) with no conflicts; Nominating Committee leads board/management evaluations and sustainability oversight; charters available on company website .
- Executive sessions: Non‑executive directors meet separately in executive session, led by the Lead Director .
Fixed Compensation
| Component | 2024 (Actual) | 2025 (Approved/Planned) |
|---|---|---|
| Cash fees | $80,000 (base retainer $70,000 + committee membership fees) | Base annual retainer increased to $75,000; other fee schedule unchanged (e.g., Comp Chair $20,000; Nom Chair $12,500; committee member fees) |
| Equity (Restricted Shares) | $159,236 grant-date fair value; 9,317 RS granted Apr 1, 2024; one-year vest ending Apr 1, 2025 | $150,000 RS value; 8,067 RS based on $18.59 close (Jan 14, 2025); vest Apr 1, 2026 |
- Director fee schedule: Comp Chair $20,000; Nom Chair $12,500; Audit Chair $25,000; Lead Director $25,000; Audit member $7,500; Comp member $5,000; Nom member $5,000 .
Performance Compensation
Directors receive time‑based restricted shares with no performance criteria; vesting requires continued service (with acceleration on death, disability, or change in control) .
| Award Type | Grant Date | Shares | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Shares | Apr 1, 2024 | 9,317 | One‑year vest ending Apr 1, 2025; accelerate on change in control | None (time‑based) |
| Restricted Shares | Apr 1, 2025 | 8,067 | One‑year vest ending Apr 1, 2026; accelerate on change in control | None (time‑based) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current) | None disclosed for Klingensmith |
| Compensation Committee interlocks | None during 2024; no NEOs at other companies served with CLB’s Compensation Committee |
Expertise & Qualifications
- Education: BS Geological Engineering; BS Geophysical Engineering, Colorado School of Mines (1975) .
- Domain expertise: Upstream E&P leadership, capital formation, M&A execution, production growth management across U.S. and Canada; societies: SPE, AAPG, SEG .
- Board qualifications: Extensive operational and executive oversight in oil and gas; now leading CLB’s Compensation Committee post‑2025 AGM .
Equity Ownership
| Ownership Measure | Value |
|---|---|
| Beneficial ownership (common) | 32,645 shares; less than 1% of outstanding |
| Unvested RS outstanding (12/31/2024) | 9,317 RS scheduled to vest Apr 1, 2025 |
| Pledging/hedging policy | Hedging, margin, derivative trading, and pledging of CLB stock prohibited for directors |
| Director stock ownership guideline | Minimum 5× prior year base retainer; five years to comply; all current directors in compliance |
Governance Assessment
-
Strengths supporting investor confidence:
- Established independence and perfect attendance; active committee service including Compensation Chair role post‑AGM .
- Strong ownership alignment via 5× retainer stock guideline; prohibition on hedging/margin/pledging; regular annual equity grants .
- No related‑party transactions >$120k in 2024; robust related party review policy under Audit Committee .
- Compensation governance uses independent consultant (Meridian) deemed conflict‑free; say‑on‑pay support 95.2% in 2024 and >95% past three years .
-
Watch items:
- Director equity is time‑based (no performance criteria), typical but offers limited explicit performance linkage for board pay .
- Combined CEO/Chair structure may concentrate authority; mitigants include Lead Independent Director role and executive sessions .
-
Net view: Klingensmith’s deep upstream background, independence, and Compensation Committee leadership—combined with full attendance and strong ownership policy—indicate solid board effectiveness and alignment, with low observable conflict risk in 2024 disclosures .