Martha Carnes
Core Laboratories Inc. /DE/About Martha Z. Carnes
Martha Z. Carnes, age 64, is an independent director of Core Laboratories Inc. (CLB) serving since 2016; she is the Lead Director (since the 2020 annual meeting) and Chair of the Audit Committee. She retired from PricewaterhouseCoopers LLP (PwC) in June 2016 after a 34‑year career as an Assurance Partner and Houston Office Managing Partner; she also led PwC’s U.S. Energy & Mining practice and served as a Risk Management Partner and U.S. representative on the firm’s Global Communities Board. Carnes is a certified public accountant (CPA) with extensive energy-sector audit, capital markets, and M&A transaction experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Assurance Partner; Houston Office Managing Partner; U.S. Energy & Mining Leader; Risk Management Partner; U.S. representative to PwC Global Communities Board | 34‑year career; retired June 2016 | Led sector strategy, business development, compensation, professional development, succession planning, client satisfaction; lead audit partner on some of the largest energy M&A transactions; capital markets expertise; CPA |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SunCoke Energy, Inc. | Director | Since Dec 2019 | Chair of the Audit Committee |
| Matrix Service Company | Director | Since Jul 2017 | Chair of the Audit Committee; member of Compensation and Nominating & Governance Committees |
| Ohio Valley Midstream | Member Representative | Not disclosed | Governance role as a member representative of a midstream LLC |
| Texas Children’s Hospital (Board of Trustees) | Trustee | Not disclosed | Chairs Operations, Planning & Philanthropy Committee; member of Executive Committee and Audit, Risk & Compliance Committee |
| Barbara Bush Houston Literacy Foundation | Board Member | Not disclosed | Chairs Compensation Committee |
Board Governance
- Roles at CLB: Lead Director; Chair of the Audit Committee; Class II director nominated for term expiring 2028. Independent under NYSE standards.
- Attendance and engagement: Board held 4 meetings in 2024; all directors (including Carnes) had 100% attendance at Board and applicable committee meetings; all directors attended the 2024 annual meeting. Executive sessions of non‑executive directors are held, presided over by the Lead Director.
- Audit Committee scope and expertise: Audit oversees auditor engagement, financial reporting controls, and enterprise IT/cybersecurity and data privacy; committee members are independent and financially literate; Carnes qualifies as an “audit committee financial expert.” Audit Committee held 4 meetings in 2024.
- Independence confirmation: The Board affirmatively determined Carnes is independent; she has not held any position with the Company or affiliates apart from Board/committee service.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fee earned or paid in cash (Carnes) | $127,500 | Sum of: base retainer $70,000; Lead Director fee $25,000; Audit Committee Chair fee $25,000; Audit Committee member fee $7,500 |
| Director equity grant (grant‑date fair value) | $150,000 | Delivered as restricted shares (no performance criteria); see Performance Compensation |
| Total 2024 director compensation (Carnes) | $286,736 | Cash $127,500 + stock awards $159,236 (grant‑date fair value) |
| 2025 base retainer (policy) | $75,000 | Increased by $5,000 effective Jan 1, 2025 |
Director fee schedule (policy-level):
- 2024 retainers: base $70,000; Lead Director $25,000; Audit Chair $25,000; Audit member $7,500; Compensation member $5,000; Nominating Chair $12,500; Nominating member $5,000. Reimbursement of out‑of‑pocket expenses.
- 2025: base increased to $75,000; other fees unchanged.
Performance Compensation
| Year | Grant Value | Share Count | Effective Grant Date | Vesting Date | Performance Criteria | CIC Treatment |
|---|---|---|---|---|---|---|
| 2024 | $150,000 | 9,317 | April 1, 2024 | April 1, 2025 | None (time‑based) | All restricted shares vest upon a change in control (while in service or upon termination at CIC) |
| 2025 | $150,000 | 8,067 (at $18.59 close on Jan 14, 2025) | April 1, 2025 | April 1, 2026 | None (time‑based) | Noted above |
- Minimum stock ownership guideline (directors): 5× prior‑year base retainer; 5 years to comply; all current directors are in compliance.
- Insider trading policy: Strict prohibitions on hedging/monetization, derivatives, margin, and pledging by directors/officers.
Other Directorships & Interlocks
| Company | Public? | Committee Roles |
|---|---|---|
| SunCoke Energy, Inc. | Yes | Audit Committee Chair |
| Matrix Service Company | Yes | Audit Committee Chair; Compensation; Nominating & Governance |
- Compensation Committee interlocks at CLB: None during 2024.
Expertise & Qualifications
- CPA; qualifies as an “audit committee financial expert.”
- Deep energy-sector audit leadership: led PwC’s U.S. Energy & Mining practice; extensive capital markets and M&A audit leadership in energy.
- Governance and risk management: PwC Risk Management Partner; board leadership across audit, compensation, operations, and planning committees at public companies and major non‑profits.
Equity Ownership
| Item | Amount | As‑of | Notes |
|---|---|---|---|
| Beneficial ownership (Carnes) | 37,011 shares | March 26, 2025 | As reported in Security Ownership table |
| Shares outstanding (CLB) | 46,702,192 | March 26, 2025 | For ownership % denominator |
| Ownership as % of outstanding | ~0.079% | March 26, 2025 | 37,011 / 46,702,192 (approximation) |
| Unvested director RS (2024 grant) | 9,317 shares | Dec 31, 2024 | Vests 4/1/2025; no performance criteria |
| 2025 planned director RS grant | 8,067 shares | For service post‑2025 AGM | Vests 4/1/2026; $150,000 grant at $18.59 close on 1/14/2025 |
| Hedging/pledging | Prohibited | Policy | Applies to directors; no exceptions permitted by policy |
| Ownership guideline status | In compliance (all directors) | Policy | 5× base retainer; 5‑year compliance window |
Governance Assessment
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Strengths for investor confidence
- Independent Lead Director and Audit Chair with CPA credential and “audit committee financial expert” status; direct oversight of financial reporting, auditor, and cybersecurity risk.
- Strong engagement: 100% attendance at Board and committee meetings in 2024.
- Alignment: meaningful equity retainer with stock ownership guidelines; company prohibits hedging/pledging; directors in compliance.
- Board/compensation governance signals: Say‑on‑Pay passed with 95.2% support in 2024 and >95% in each of 2022–2024.
-
Potential watch items
- Multiple external board and committee leadership roles (SunCoke, Matrix, major non‑profits) can raise time‑commitment questions; mitigated by 100% attendance at CLB in 2024.
- Equity awards to directors are time‑based (no performance criteria); while standard, investors may prefer performance‑linked equity for stronger alignment.
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Conflicts/related‑party exposure
- Company reported no related person transactions >$120,000 in 2024; Board affirmed director independence (including Carnes).
- Section 16(a) reports were timely filed during 2024.
Other Data References
- Committee composition and transitions: Audit (Carnes Chair; Murray; Anastasio to join post‑2025 AGM); Compensation (Klingensmith Chair post‑AGM; Temeng; Murray to join); Nominating (Temeng Chair; Klingensmith; Martinovich to join).
- Renomination: Carnes stands as Class II nominee for term expiring 2028 at the May 21, 2025 AGM.