Mark Tattoli
Core Laboratories Inc. /DE/About Mark Tattoli
Mark D. Tattoli, age 53, is Senior Vice President, Secretary and General Counsel of Core Laboratories Inc. (CLB), serving in this role since July 1, 2021 after joining the Company as Assistant General Counsel in November 2012; he oversees all legal and compliance matters and brings 22 years of petroleum industry legal experience, including M&A, joint ventures, securities offerings, and governance from prior roles at Haynes & Boone LLP and as a partner at Buchanan Ingersoll & Rooney PC . He holds a B.S. in Chemical Engineering (University of Notre Dame) and J.D. and M.B.A. degrees (University of Texas at Austin) . Company performance metrics that drive NEO compensation for 2024 included revenue growth of 2.8%, operating margin of 11.2%, EPS Yield of 3.7%, and ROIC ~8.7% (52nd percentile vs Bloomberg Oil & Gas Services peers), with say‑on‑pay approval of 95.2% in 2024, underscoring pay‑for‑performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Core Laboratories Inc. | SVP, Secretary & General Counsel | 2021–present | Oversees all legal and compliance; aligns incentives and governance |
| Core Laboratories Inc. | Assistant General Counsel | 2012–2021 | Supported IR, governance, transactions, global compliance |
| Buchanan, Ingersoll & Rooney PC | Partner | — | Led corporate transactions (M&A, JV, securities), governance for public/private clients |
| Haynes & Boone LLP | Attorney (Austin/Houston) | — | Corporate and securities work for energy clients |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No external public company directorships or board roles disclosed for Mr. Tattoli |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $370,000 | $407,888 | $407,888 |
| Target Bonus (% of Salary) | 75% | 75% | 75% |
| Maximum Bonus (% of Salary) | 130% | 130% | 130% |
| Non‑Equity Incentive Paid ($) | $154,607 | $115,584 | $366,663 (paid 90% of earned) |
| Stock Awards ($) | $672,680 | $899,514 | $920,625 |
| All Other Compensation ($) | $37,834 | $41,635 | $52,566 |
| Total Compensation ($) | $1,235,121 | $1,464,621 | $1,788,482 |
Performance Compensation
Annual Cash Incentive – 2024 (structure and outcome for Mr. Tattoli)
| Metric | Weight | Percentile Rank | Payout Multiple (Tattoli) | Notes |
|---|---|---|---|---|
| Revenue (relative) | 25% | 57th | 1.1x | Payouts interpolate from 50th (1.0x) to 100th; <50th pays 0 |
| Operating Margin (relative) | 25% | 73rd | 1.3x | — |
| EPS Yield (relative) | 25% | 60th | 1.1x | EPS/avg share price |
| Safety & ESG (absolute) | 25% | N/A | 1.7x | Committee score up to 25; ESG/safety focus |
| Weighted Average Multiple | — | — | 1.3x | CEO elected 90% payout of earned award |
Calculated award outcomes (2024):
- Target Award Opportunity: $305,916 (75% of salary)
- Award Earned: $407,403 (100% of salary)
- Award Paid: $366,663 (90% of earned)
Long‑Term Incentive – Performance Share Award Program (PSAP)
| Grant/Period | Target Shares | Max Shares | Performance Metric | Outcome/Vesting |
|---|---|---|---|---|
| 2022 Grant (Performance Period 1/1/2022–12/31/2024) | 17,588 | — | ROIC vs peers; TSR modifier for negative absolute TSR | ROIC percentile 52.3; payout 54.6% of target; 9,603 shares earned |
| 2024 Grant (Performance Period 1/1/2024–12/31/2026) | 38,002 | 66,504 | ROIC vs peers (threshold 35th, target 55th, max 85th percentile); TSR modifier | Vests after 3 years per results |
PSAP is 100% performance‑based, three‑year horizon; Company currently does not issue stock options under executive plans .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 15,872 shares (as of 3/26/2025) |
| Shares Outstanding | 46,702,192 (as of 3/26/2025) |
| Ownership % of Outstanding | ~0.034% (15,872/46,702,192) |
| Unvested PSAP (12/31/2024) | 103,986 shares; market value $1,799,998 at $17.31/share |
| Unvested RSAP (12/31/2024) | 2,850 shares; market value $49,334 at $17.31/share |
| Options | None held; Company does not issue options to NEOs under current plans |
| Upcoming Vesting – PSAP | 2025: 37,482; 2026: 66,504 (max schedule from 2023/2024 grants) |
| Upcoming Vesting – RSAP | 2019 grant: 200 in 2025; 2020 grant: 700 in 2025, 700 in 2026; 2021 grant: 250 in each of 2025–2027 |
| Ownership Guidelines | NEOs required ownership: 3.0x salary; five‑year compliance period; NEOs compliant or within window |
| Hedging/Pledging | Prohibited: no hedging/monetization; no derivatives; no margin purchases; no pledging as collateral |
Insider activity signals:
- Form 4 filings by Mr. Tattoli reported restricted share grants/transactions in 2025, including Aug 1, 2025 and Oct 1, 2025 filings; multiple restricted share grants noted and three‑year performance vesting commencing Jan 1, 2025, consistent with PSAP cadence .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement Term | Auto‑renewing one‑year terms; latest amendments effective Feb 1, 2024 |
| Base Salary & Bonus Opportunity | Salary $407,888; annual bonus opportunity up to 130% of salary (targets and metrics per plan) |
| Severance (No CIC) | 1.5x salary + pro‑rata target bonus; benefits continuation 18 months; equity vesting accelerated based on most recent quarter performance; up to $25,000 outplacement |
| Change‑in‑Control (CIC) Cash | 2.5x (salary + target bonus) + pro‑rata bonus; benefits continuation 30 months; up to $25,000 outplacement |
| CIC Equity | PSAP/RSAP vest at target upon CIC (single trigger for equity) |
| Tax Treatment | 280G cutback to $1 below excise threshold or pay‑in‑full, whichever yields better net to executive (no tax gross‑up) |
| Deferred Compensation | Company discretionary contributions; vest at age 62 or upon death/disability, non‑renewal, Good Reason, or CIC |
| Non‑Compete/Non‑Solicit | Two‑year non‑compete post‑termination, except if Company terminates without Cause or executive resigns without Good Reason; confidentiality restrictions apply |
| Clawback | Adopted Nov 8, 2023; recoup incentive compensation upon accounting restatement under SEC/NYSE rules |
| Perquisites | No significant perquisites (> $10,000) beyond disclosed items; competitive health/welfare, 401(k), deferred comp |
Nonqualified Deferred Compensation (Mr. Tattoli)
| Metric | 2023 | 2024 |
|---|---|---|
| Aggregate Balance ($) | $452,592 | $680,000 |
| Executive Contributions ($) | — | $30,592 |
| Company Contributions ($) | — | $42,250 |
| Aggregate Earnings ($) | — | $154,566 |
| Withdrawals/Distributions ($) | — | $0 |
Company Performance Context (2024)
| Metric | Value |
|---|---|
| Revenue Growth | 2.8% YoY |
| Operating Margin | 11.2% |
| EPS Yield | 3.7% |
| ROIC | ~8.7%; 52nd percentile vs Bloomberg Oil & Gas Services group |
| Say‑on‑Pay Approval | 95.2% of votes cast (2024); >95% support in 2022–2024 |
| TSR (Pay‑vs‑Performance table) | Value of initial fixed $100 investment: CLB $47.12; Peer Group $192.62; OSX $100.52 (as of 12/31/2024) |
Compensation Structure Analysis
- 100% performance‑based equity (PSAP) with three‑year ROIC focus; TSR modifier reduces above‑target payouts if absolute TSR negative, reinforcing downside alignment .
- Annual cash plan blends relative metrics (Revenue, Operating Margin, EPS Yield) and absolute Safety/ESG, with zero payout below median peer performance—tight pay‑for‑performance tuning .
- Discretion applied to cash payouts: 2024 paid at 90% of earned, reflecting affordability/prudence despite meeting metrics .
- No stock options; shift to performance RSUs only lowers risk of repricing and emphasizes sustained ROIC .
- Strong governance: hedging/pledging ban, ownership guidelines (3x salary), clawback policy, independent comp consultant (Meridian) .
Risk Indicators & Red Flags
- Hedging/pledging of Company stock prohibited, reducing misalignment risk .
- No related‑party transactions over $120,000 disclosed in 2024; Section 16 compliance timely .
- CIC cash severance at 2.5x salary+bonus for NEOs (3x for CEO) could raise payout optics, but paired with single‑trigger equity vesting at target and clawback mitigants .
Investment Implications
- Alignment: High, given 100% performance‑based LTI tied to ROIC and relative metrics, ownership guidelines, and hedging/pledging bans; discretionary bonus reductions further indicate prudence .
- Retention risk: Moderate; meaningful unvested PSAP/RSAP schedules in 2025–2027, plus severance/CIC protections and deferred comp vesting at age 62 support stability .
- Trading signals: Anticipated vesting events (2025 PSAP/RSAP) and reported 2025 Forms 4 around grants/vesting could create transactional flows (e.g., tax‑related sales), though no pledging/hedging allowed .
- Governance quality: Strong say‑on‑pay (>95%), independent comp consultant, and clawback adoption reduce execution and agency risk; equity is performance‑weighted, with TSR modifier for downside .