Kwaku Temeng
Core Laboratories Inc. /DE/About Kwaku Temeng
Independent director of Core Laboratories Inc. since 2021; currently Chair of the Nominating Committee and a member of the Compensation Committee. Age 70, retired in May 2021 as Director of Upstream at Aramco Services Company after 14 years at Saudi Aramco and earlier roles at Exxon and Mobil; degrees include B.S. (Ocean Engineering, MIT) and M.S., M.Eng., Ph.D. (Petroleum Engineering, Stanford). The Board has affirmatively determined he is independent under NYSE standards; he attended 100% of Board and applicable committee meetings in 2024. He was re-elected in 2024 as a Class III director with a term through the 2027 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aramco Services Company (Houston) | Director of Upstream | 2007–May 2021 | Managed Saudi Aramco’s North America upstream technology/business programs; oversaw external technical studies; cultivated strategic relationships. |
| Saudi Aramco (Saudi Arabia) | Various managerial/advisory roles | 14 years (prior to 2007) | Directed drilling budget development; coordinated petroleum engineering studies; special advisor; helped frame upstream R&D program. |
| Exxon Company USA | Petroleum Engineer | Not disclosed | Early career operating experience. |
| Mobil Oil Corporation | Petroleum Engineer | Not disclosed | Early career operating experience. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stanford University Earth Sciences Advisory Board | Member | Not disclosed | Advisory service to academic program. |
| Society of Petroleum Engineers | Member | Not disclosed | Professional affiliation. |
| State of California | Licensed Professional Petroleum Engineer | Current (as disclosed) | Licensure credential. |
| Other public company boards | None disclosed | — | CLB proxy does not list other public company directorships for Mr. Temeng. |
Board Governance
- Committee assignments: Chair, Nominating Committee; Member, Compensation Committee. Post-2025 annual meeting, he continues in these roles; Nominating Committee held 2 meetings in 2024; Compensation Committee held 2 meetings in 2024.
- Independence: Board determined Mr. Temeng is independent under NYSE Section 303A.02; no material transactions/relationships identified in the independence review.
- Attendance: Board met 4 times in 2024; all directors, including Mr. Temeng, attended 100% of Board and applicable committee meetings; all attended the 2024 annual meeting.
- Executive sessions: Non-executive directors meet in executive session, led by the Lead Director.
- Board class/term: Class III director re-elected at 2024 annual meeting for a term expiring at the 2027 annual meeting.
Fixed Compensation
| Year | Cash Retainer & Fees ($) | Detail | Source |
|---|---|---|---|
| 2023 | 86,250 | $70,000 base; plus committee fees including Nominating Chair ($12,500) and Compensation Committee member ($5,000). | |
| 2024 | 92,500 | $70,000 base; Nominating Chair $12,500; Compensation Committee member $5,000; Nominating Committee member $5,000 (cash reported total equals $92,500). | |
| 2025 (structure) | 75,000 base | Base retainer increased by $5,000 effective Jan 1, 2025; other cash fee levels unchanged vs 2024. |
- Director compensation for 2024: Cash $92,500; Stock Awards fair value $159,236; Total $251,736.
- Director cash fee schedule (2024): Base $70,000; Lead Director +$25,000; Audit Chair +$25,000; Compensation Chair +$20,000; Nominating Chair +$12,500; Audit member +$7,500; Compensation member +$5,000; Nominating member +$5,000.
Performance Compensation
| Grant Year | Vehicle | Grant Sizing Basis | Grant/Share Count | Vesting | Grant-date Fair Value ($) |
|---|---|---|---|---|---|
| 2023 | Restricted Shares (time-based) | $150,000 ÷ 1/13/2023 close | 6,419 | 1-year; 4/1/2023–4/1/2024 | 141,288 (reported per director) |
| 2024 | Restricted Shares (time-based) | $150,000 ÷ 1/10/2024 close | 9,317 | 1-year; 4/1/2024–4/1/2025 | 159,236 (reported per director) |
| 2025 (approved) | Restricted Shares (time-based) | $150,000 at 1/14/2025 close = $18.59 | 8,067 | 1-year; 4/1/2025–4/1/2026 | 150,000 (program sizing) |
- Director equity plan terms: Time-based only; no performance criteria; unvested awards accelerate upon change in control; forfeiture on termination other than death/disability; death/disability vest per schedule.
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committees | Interlocks/Conflicts |
|---|---|---|---|---|
| None disclosed | — | — | — | No public company interlocks disclosed in CLB proxy for Mr. Temeng. |
Expertise & Qualifications
- Deep upstream operations, technology commercialization and client-side procurement/relationship experience from Aramco Services and Saudi Aramco, spanning budget, planning, R&D frameworks, and external technical programs.
- Academic credentials (MIT; Stanford M.S./M.Eng./Ph.D.) and licensure (California P.E.) align with CLB’s reservoir and production services technical orientation.
- Governance experience as Nominating Committee Chair and Compensation Committee member; independence affirmed under NYSE rules.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Shares Outstanding Reference | Unvested RS at 12/31/2024 |
|---|---|---|---|---|
| Kwaku Temeng | 16,211 | ~0.035% (calc: 16,211 ÷ 46,702,192) | 46,702,192 (as of 3/26/2025) | 9,317 (2024 grant outstanding at 12/31/2024) |
| Citations |
- Ownership guidelines: Non-executive directors must hold stock equal to 5× prior-year base retainer; 5 years to comply; all current directors are in compliance.
- Hedging/pledging: Company policy prohibits hedging, derivatives, margin purchases, and pledging of CLB securities by directors and insiders.
Compensation Structure Analysis (Director)
- Mix and trend: Director equity sizing remained at $150,000 per year; reported fair value per director increased from $141,288 (2023) to $159,236 (2024), reflecting share price mechanics; cash base retainer increased from $70,000 (2023–2024) to $75,000 effective 2025, with committee fee levels unchanged.
- Risk alignment: 100% time-based RS for directors with annual vesting; robust anti-hedging/anti-pledging policy and ownership guidelines enhance alignment.
Say-on-Pay & Shareholder Feedback (Context for Comp Committee service)
- Say-on-Pay approval: 95.2% of votes cast approved CLB’s executive compensation at the 2024 annual meeting; support exceeded 95% in each of 2022–2024.
Related-Party Exposure and Conflicts
- Independence review: Board found no material transactions/relationships for Mr. Temeng; determined independent.
- Oversight process: Audit Committee reviews insider/affiliated party transactions per charter; questionnaires used to identify related person transactions.
Insider Trades (Section 16)
| Item | Disclosure |
|---|---|
| Filing timeliness | Company states all required Section 16 reports were timely filed during 2024. |
| Transactions | No specific Form 4 transactions for Mr. Temeng are detailed in the proxy; see Section 16 filings for any updates. |
Governance Assessment
- Strengths: Independent status; 100% attendance; leads director nominations/succession and ESG oversight via Nominating Committee; serves on Compensation Committee; strong technical domain expertise; ownership guidelines compliance; anti-hedging/pledging policy.
- Alignment: Receives balanced cash + time-based equity; recurring $150k equity with one-year vesting and change-in-control acceleration aligns with director market norms while avoiding performance metric conflicts for non-exec oversight roles.
- Shareholder signal: High Say-on-Pay support underscores investor acceptance of compensation governance during his committee tenure.
- Watch items: Prior career ties to Aramco are historical (retired) and the Board’s independence determination found no material relationships; continue monitoring for any future related-party exposures or new external directorships.