Rob Martinovich
Core Laboratories Inc. /DE/About Rob Martinovich
Independent director nominee for Core Laboratories Inc. (CLB); age 67; slated for election as a Class II director at the May 21, 2025 AGM for a term through 2028. Retired from ONEOK in December 2022 after a 15‑year executive career spanning COO, CFO & Treasurer, Commercial, and Operations leadership; prior leadership at DCP Midstream and Phillips Petroleum/GPM Gas. Proposed to join CLB’s Nominating Committee and determined independent under NYSE rules; will attend the 2025 Annual Meeting as a nominee. No CLB board attendance history yet (joined post‑2024), though the board reported 100% attendance by all directors and committees in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ONEOK / ONEOK Partners | EVP & Chief Administrative Officer; EVP – Commercial; EVP – Operations; EVP, CFO & Treasurer; earlier COO responsibilities across gas distribution/energy services and ESH/technical services; joined as President of ONEOK Partners G&P activities | 2007–Dec 2022 (retired) | Enterprise leadership across ESH, HR, corporate services, IT; finance and operations breadth across midstream value chain |
| DCP Midstream | Group VP ESH, Operations & Technical Services; earlier SVP for Permian, then Mid‑Continent/Rockies assets | ~2000–2007 | Large‑scale operating oversight across basins; ESH leadership |
| Phillips Petroleum / GPM Gas Corp. (subsidiary) | Senior VP, GPM Gas; earlier roles in R&D and plastics divisions | 1980–~2000 | Senior leadership at natural gas gathering/processing/marketing subsidiary |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Saint Simeon’s Foundation | Board Member | Since 2019 | Tulsa‑based foundation governance |
| Tulsa Community College Foundation | Board Member | Since 2019 | Education foundation governance |
| Grand Mental Health | Advisory Council Member | Current | Behavioral health advisory role |
| Tulsa Area United Way | Prior Board Member; Campaign Chair; Board Chair; Endowment Committee Chair (2024 centennial) | Prior; 2024 Endowment Chair | Community leadership track record |
| YMCA of Greater Tulsa | Prior Board Member | 9 years | Non‑profit board service |
Board Governance
- Committee assignment: Proposed member of the Nominating Committee upon election; Nominating oversees director nominations, committee appointments, CEO/senior succession, and sustainability/governance oversight; independent members only.
- Independence: Board affirmatively determined Martinovich and all non‑management directors to be independent under NYSE standards.
- Attendance and engagement: The board held four meetings in 2024; directors and committee members (then‑serving) had 100% attendance; nominee Martinovich will attend the 2025 AGM.
- Board structure: Single‑tier, staggered board; CEO is also Chair; Lead Independent Director (Carnes) presides over executive sessions.
- Audit and Compensation Committees: Audit (Carnes Chair, Murray; Anastasio replacing Straughen post‑AGM) with three “audit committee financial experts”; Compensation (Klingensmith Chair post‑AGM; Temeng; Murray joining). Martinovich is not slated for Audit or Compensation at appointment.
Fixed Compensation (Non‑Executive Director Structure)
| Component | Amount | Notes |
|---|---|---|
| Base Annual Retainer (2024) | $70,000 | Paid semi‑annually in arrears |
| Base Annual Retainer (2025) | $75,000 | Effective Jan 1, 2025, approved Jan 15, 2025 and ratified Feb 12, 2025 |
| Lead Director | +$25,000 | Annual retainer |
| Audit Chair / Member | +$25,000 / +$7,500 | Annual retainers |
| Compensation Chair / Member | +$20,000 / +$5,000 | Annual retainers |
| Nominating Chair / Member | +$12,500 / +$5,000 | Annual retainers |
| Meeting Fees | None disclosed | Out‑of‑pocket expenses reimbursed |
- Director stock ownership guideline: 5x prior‑year base retainer (5‑year compliance window); all current directors are in compliance (new nominees get up to 5 years).
- Policy: Strict prohibition on hedging, derivatives, short sales, margining, and pledging of CLB stock for directors/officers.
Performance Compensation (Director Equity Program)
| Grant Year | Grant Value | Grant Sizing Reference | Shares/Director | Vesting | Change‑in‑Control |
|---|---|---|---|---|---|
| 2024 | $150,000 | Closing price Jan 10, 2024 | 9,317 | Time‑based, 1‑year (Apr 1, 2024–Apr 1, 2025) | Full vest upon change‑in‑control (while in service or termination at CoC) |
| 2025 (approved) | $150,000 | Closing price Jan 14, 2025 ($18.59) | 8,067 | Time‑based, 1‑year (Apr 1, 2025–Apr 1, 2026) | Same plan terms; award intended for non‑exec directors continuing post‑2025 AGM |
- Note: As a new nominee, Martinovich did not receive the 2024 grant. The 2025 grant is part of the standard program for non‑executive directors continuing after the 2025 AGM per plan terms; specific grant to Martinovich is contingent on election/continued service.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public company directorships disclosed for Martinovich; no related person transactions in 2024. |
Expertise & Qualifications
- Midstream operations, commercial, and enterprise functions (ESH, HR, IT) from ONEOK senior roles; finance depth as former CFO & Treasurer and prior COO accountabilities.
- Energy sector operating leadership across DCP Midstream and Phillips/GPM Gas; basin‑level asset management experience.
- Governance fit: Proposed for Nominating Committee (board composition, succession, sustainability oversight). Not designated as an Audit Committee “financial expert” (those are Carnes, Murray, Anastasio).
Equity Ownership
| Holder | Shares Beneficially Owned (as of Mar 26, 2025) | % Outstanding |
|---|---|---|
| Rob Martinovich | — (none reported) | * (<1%) |
- Alignment policies: 5x retainer ownership guideline with five‑year compliance window; expected equity retainer promotes accumulation; hedging/pledging prohibited.
Governance Assessment
-
Strengths and investor confidence signals:
- Independence affirmed; no positions with CLB or affiliates and no related‑party transactions disclosed for 2024.
- Deep operating/financial acumen across midstream value chain adds complementary skills to CLB’s board; targeted for Nominating Committee oversight of succession and governance.
- Board process quality: 100% attendance in 2024, robust committee expertise (multiple audit financial experts), independent Lead Director, and executive sessions.
- Pay governance backdrop: strong shareholder support (95.2% say‑on‑pay in 2024) and clawback/ownership/anti‑hedging policies.
-
Watch items / potential red flags to monitor:
- Initial ownership alignment: no beneficial ownership reported as of the 2025 record date; equity retainer expected to build stake if elected.
- Director equity is time‑based RS (no performance conditions), a common structure but less performance‑sensitive for directors; ensure ongoing long‑term holding aligns with 5x guideline.
- Industry interlocks/conflicts: none disclosed; past executive tenure at ONEOK and DCP appears fully separated (retired 2022); continue to monitor for any CLB‑counterparty ties.
Other Reference Data (Board/Director Compensation Context)
| Item | 2024 Non‑Exec Director Compensation | Notes |
|---|---|---|
| Cash paid (examples) | Carnes $127,500; Temeng $92,500; Anastasio $75,000 | Reflects base plus committee/lead/chair retainers |
| Equity award value | $159,236 per director (9,317 RS each) | Grant‑date fair value under ASC 718; time‑based vesting |
| Policy summary | Ownership 5x retainer; anti‑hedging/pledging; one‑year vesting; CoC acceleration | Applies to directors |
Election & Committee Transition Notes
- Election: Board proposes Martinovich as new Class II director; vote at 2025 AGM; term to 2028 if elected.
- Post‑AGM committee updates: Martinovich to join Nominating; Anastasio to move to Audit; Compensation chaired by Klingensmith, with Temeng and Murray as members.