George Damiris
DNOWAbout George J. Damiris
George J. Damiris was appointed to DNOW’s board of directors on November 6, 2025, as part of DNOW’s post-merger board expansion to ten members; he was selected from MRC Global’s board on July 17, 2025, per the merger agreement . As of appointment, the board had not assigned him to any committees, and DNOW disclosed no family relationships or related-party transactions involving him under Item 404(a) of Regulation S-K; he will be compensated in the same manner as other non‑employee directors . Prior to joining DNOW’s board, Damiris served as a non‑employee director of MRC Global; as of July 15, 2025 he beneficially owned 57,139 MRC Global shares, including 11,722 unvested restricted shares (less than 1% of shares outstanding) . Education, age, and detailed biography were not provided in DNOW’s S‑4 or 8‑K filings naming him as an anticipated and then appointed DNOW director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MRC Global Inc. | Non‑employee Director | Through July 2025 and at least until closing of the DNOW/MRC merger on Nov 6, 2025 | Listed as a non‑employee director with 57,139 shares beneficially owned; committee roles not specified in DNOW’s S‑4 excerpts . |
External Roles
No other current public company directorships were disclosed for Damiris in DNOW’s S‑4 and 8‑K filings related to the merger and his DNOW appointment .
Board Governance
- DNOW’s board expanded from eight to ten members upon merger closing; two directors (George J. Damiris and Ronald L. Jadin) were selected from MRC Global’s board and appointed effective at closing .
- As of the April 4, 2025 proxy (covering 2024 activity), standing committees and memberships were: Audit (Chair: Rodney Eads; members: Terry Bonno, Galen Cobb, Karen David‑Green), Compensation (Chair: Sonya Reed; members: Richard Alario, Paul Coppinger), ESG & Nominating (Chair: Paul Coppinger; members: Richard Alario, Terry Bonno), with 2024 meetings: Board 4; Audit 8; Compensation 3; ESGN 3 .
- Attendance: each incumbent director attended at least 75% of board and committee meetings in 2024; all directors attended the 2024 annual shareholders meeting .
- Governance highlights include an independent Chairman, fully independent committee chairs/members, declassified board with annual elections, majority vote standard, 5x director stock ownership requirement of annual retainer, executive sessions, and an expansive clawback policy for executive compensation .
Fixed Compensation (Director Cash Structure at DNOW)
| Component | Amount (USD) | Notes |
|---|---|---|
| Board Annual Cash Retainer | $90,000 | For non‑employee directors (2023 structure, paid in 2023) . |
| Independent Chairman Retainer | $44,000 | Additional annual cash retainer, paid quarterly . |
| Audit Committee Chair | $30,000 | Annual cash retainer . |
| Audit Committee Member | $17,500 | Annual cash retainer per member . |
| Compensation & ESGN Committee Chair | $20,000 | Annual cash retainer . |
| Compensation & ESGN Committee Member | $7,500 | Annual cash retainer per member . |
| Board Meeting Fees | $0 (unless >8 meetings) | $2,000 per meeting if more than eight board meetings in a year; there were five meetings in 2023 . |
DNOW’s Nov 6, 2025 8‑K states Damiris will be eligible to receive director compensation “in the same manner as the Company’s other non‑employee directors” .
Performance Compensation (Director Equity at DNOW)
| Grant Type | Grant Date | Shares Granted | Vesting | Value/Notes |
|---|---|---|---|---|
| Restricted Stock (standard non‑employee director grant) | May 24, 2023 | 12,967 | Vests in full on the first anniversary of grant | Annual grant under NOW Inc. LTIP . |
| Restricted Stock (Independent Chairman incremental) | May 24, 2023 | 19,814 (to Chair Alario) | Vests in full on the first anniversary of grant | Valued approximately $66,000 more than the common director grant . |
| Change‑in‑Control treatment for DNOW director awards | N/A | N/A | N/A | The mergers did not constitute a change in control for DNOW executives or non‑employee directors’ equity award arrangements . |
DNOW’s proxy indicates directors may receive stock options, RSUs, performance awards, phantom shares, stock payments, or SARs under the LTIP; the 2023 grants were time‑vested RS .
Other Directorships & Interlocks
| Company | Role | Period | Interlocks / Related-Party Notes |
|---|---|---|---|
| MRC Global Inc. | Non‑employee Director | Through merger closing in Nov 2025 | DNOW’s 8‑K disclosed no Item 404(a) related‑party transactions and no family relationships for Damiris in connection with his DNOW appointment . |
Expertise & Qualifications
DNOW filings identify Damiris as an experienced public company director selected from MRC Global’s board to contribute to DNOW’s expanded post‑merger board; detailed education, age, and professional biography were not provided in DNOW’s S‑4 and 8‑K excerpts naming him . The S‑4 summarizes the board composition changes and confirms MRC Global’s delisting and integration, contextualizing DNOW’s rationale for adding two MRC Global directors .
Equity Ownership
| Security | Holder | As of Date | Amount | Percent Outstanding | Notes |
|---|---|---|---|---|---|
| MRC Global Common Stock | George J. Damiris | July 15, 2025 | 57,139 | <1% | Includes 11,722 unvested restricted shares counted in total, per S‑4 table . |
| DNOW Director Stock Ownership Guideline | Directors (policy) | 2025 Proxy | 5x annual cash retainer | N/A | Governance highlight; compliance status for newly appointed directors not disclosed . |
Post‑merger, MRC Global shares were delisted and no longer publicly traded; the exchange mechanics were described, but individual director-converted holdings in DNOW were not disclosed in the cited excerpts .
Governance Assessment
- Independence and conflicts: DNOW’s 8‑K disclosed no family relationships or Item 404 related‑party transactions for Damiris on appointment; he is non‑employee and eligible for standard director pay, supporting independence and low conflict risk at entry .
- Committee influence: As of appointment, Damiris had not been assigned to any board committee, which concentrates his near‑term impact at the full board level until committee placements are made .
- Board quality signals: DNOW maintains independent committee leadership, annual director elections, majority voting, executive sessions, and a 5x ownership requirement for directors, collectively supporting board effectiveness and alignment .
- Attendance/engagement baseline: DNOW reported at least 75% meeting attendance by all incumbent directors and full attendance at the 2024 annual meeting, indicating a culture of engagement that Damiris joins .
- Merger oversight: The board’s expansion to include two MRC Global directors, including Damiris, aligns governance with integration objectives following the MRC Global transaction and delisting, emphasizing continuity and sector expertise on the combined board .
RED FLAGS
None disclosed for Damiris on appointment: no Item 404 transactions, no family relationships, no committee interlock concerns highlighted; no hedging/pledging disclosures were provided in the cited DNOW materials .
Notes for Monitoring
- Committee assignment(s) to be determined; monitor 2026 proxy and board/committee rosters for Audit, Compensation, and ESGN placements .
- Ownership guideline progress for newly added directors (5x retainer) and any director equity grant timing/size in 2026 to assess alignment .
- Any subsequent related-party disclosures or changes in independence status in future DNOW filings .