Galen Cobb
DNOWAbout Galen Cobb
Independent director of DNOW since 2014; age 71. Former Halliburton Vice President of Industry Relations (2002–2022), with 45+ years across operations, marketing, sales, and business development, including international market establishment in CIS and China; DNOW’s Board affirmed his independence in Feb 2025 and he serves on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Halliburton | Vice President, Industry Relations | 2002–2022 | Led global industry relations, energy trade policy, executive client relations, and trade organization oversight . |
| Halliburton | Director, CIS and China | 1991–1994 | Established Halliburton’s presence/operations in emerging markets . |
| Halliburton | Director, Executive Sales & Business Development | Post-1994 | Global development and promotion of services/products . |
External Roles
| Company/Institution | Role | Status |
|---|---|---|
| — | — | No other public company boards disclosed; “Other Boards” matrix lists 0 for Cobb . |
Board Governance
- Committee assignments: Audit Committee member (Chair is Rodney Eads; other members include Terry Bonno and Karen David‑Green); all Audit members are independent, NYSE “accounting/financial management expertise,” and SEC “Financial Expert” qualified .
- Audit Committee remit includes quarterly oversight of enterprise risk, cybersecurity and AI monitoring systems, ESG monitoring, internal controls, disclosure controls, auditor independence, and complaint/whistleblower procedures .
- Independence: Board reaffirmed independence for Cobb and six other non‑employee directors in Feb 2025 .
- Attendance: Each incumbent director attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Shareholders Meeting. 2024 meetings held: Board (4), Audit (8), Compensation (3), ESGN (3) .
- Board structure: Independent Chairman (Richard Alario) leads executive sessions quarterly; roles of Chair vs CEO delineated for objective oversight . Board highlights include annual say‑on‑pay voting, robust clawback policy, majority voting, and 5× retainer stock ownership requirement for directors .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $107,500 | Per Director Compensation table . |
| Board Annual Retainer | $90,000 | Standard for non‑employee directors . |
| Audit Committee Member Retainer | $17,500 | Member (not Chair) . |
| Meeting Fees | $0 | Triggered only if >8 Board meetings; 2024 had 4 . |
Performance Compensation
| Equity Award | Grant Date | Shares | Fair Value | Vesting | Pricing Basis |
|---|---|---|---|---|---|
| Restricted Stock (RSU) | May 22, 2024 | 8,711 | $125,003 | Vests in full on 1st anniversary (May 22, 2025) | Closing price $14.35 on grant date . |
- The Board approved time-based restricted stock for all non‑employee directors in 2024; options are eligible under the LTIP, but 2024 awards were RSUs only (Chair received a larger grant) .
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Conflict Note |
|---|---|---|
| Halliburton (former employer) | Prior long-tenured executive | DNOW states transactions with companies affiliated with directors occur on market terms, are not material, and conflicts must be disclosed to Audit Chair; annual independence review considered relationships . |
Expertise & Qualifications
- Skills matrix flags: Financial Expert; Distribution/Supply Chain; Operations Leadership; Technology Systems; ESG Experience; Cybersecurity Experience; International Exposure; Strategic Planning; Energy; Business Transformation .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficially owned shares (Mar 24, 2025) | 100,316; <1% of class (108,823,368 shares outstanding) . |
| Options (exercisable within 60 days) | 0 . |
| RSUs outstanding (Dec 31, 2024) | 8,711 (time-based restricted stock) . |
| Pledging/Hedging | Prohibited for directors/executives per policy . |
| Ownership guidelines | Directors: 5× annual retainer; counts direct/indirect holdings, unvested time-based RSUs, vested in‑the‑money options; all directors either in compliance or on track . |
Governance Assessment
- Board effectiveness: Cobb brings deep distribution/supply chain, financial, and international experience aligned to DNOW’s risk oversight priorities; as Audit member, he participates in quarterly reviews of cyber/AI risk, ERM, and ESG monitoring, strengthening investor confidence in controls and disclosure quality .
- Independence/attendance: Affirmed independent; met attendance expectations; no material related-party transactions disclosed; structure with independent Chair and quarterly executive sessions supports unbiased oversight .
- Alignment: Cash pay consists of board and committee retainers; equity is annual RSU with one-year vest, creating near‑term alignment and mandated ownership at 5× retainer; no pledging/hedging permitted .
- Potential conflicts: Historical Halliburton ties create perceived exposure to customer/vendor interlocks; DNOW’s policy framework (conflict disclosure to Audit Chair, independence review, and Item 404 screening) and statement of immaterial/market‑term transactions mitigate risk .
- Signals: High shareholder support on governance practices (e.g., majority voting, declassified board, clawbacks, ownership requirements) and active Audit oversight of cybersecurity/AI are positives; no red flags disclosed for Cobb regarding attendance, pledging, related‑party exposure, or pay anomalies .