Gillian Anderson
DNOWAbout Gillian Anderson
Gillian Anderson, age 40, was appointed Vice President and Chief Accounting Officer (principal accounting officer) of DNOW on November 6, 2025, following DNOW’s merger with MRC Global; she previously served as MRC Global’s VP and CAO from July 2021–Nov 6, 2025, and before that held various roles at Ernst & Young LLP (audit senior manager) from 2007–2021. She is a Certified Public Accountant and a Chartered Accountant (ICAS), and holds a Master of Arts in Accountancy and Finance (with honors) from the University of Aberdeen . DNOW’s recent operating performance provides context for executive incentives: 2024 revenue was $2.373 billion (+2% YoY), EBITDA was $176 million (7.4% of revenue), and free cash flow was $289 million, with management emphasizing margin discipline, capital allocation, and share repurchases .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MRC Global Inc. | Vice President & Chief Accounting Officer (Principal Accounting Officer) | 2021–2025 | Served as principal accounting officer; brought public company accounting leadership into DNOW via merger . |
| Ernst & Young LLP | Audit Senior Manager and prior roles | 2007–2021 | Delivered audit and financial reporting experience relevant to SEC reporting and internal controls . |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $315,000 | Per Employment Agreement dated Nov 6, 2025 . |
| Target Bonus % | Not disclosed | Eligible to participate on same basis as other executive officers . DNOW’s annual plan uses 50%/100%/200% payout levels against metrics . |
| Actual Bonus Paid (latest) | Not disclosed | Appointment mid-Q4 2025; no payout disclosure . |
Performance Compensation
| Metric | Weighting | Target Definition | Actual | Payout Curve | Vesting/Timing |
|---|---|---|---|---|---|
| EBITDA (ex-other costs) | 70% | Annual plan uses pre-set “entry”, “target” and “max” achievement levels; 2024 “entry” was 5.5% EBITDA margin (higher than prior years) . | Not disclosed for Anderson | 50% at entry; 100% at target; 200% at max . | Annual cash incentive tied to FY results . |
| Working Capital (% of revenue) | 30% | Defined as current assets (ex-cash) less current liabilities (ex-ST borrowings), as % of revenue; 2024 “entry” was 20% . | Not disclosed for Anderson | 50% at entry; 100% at target; 200% at max . | Annual cash incentive tied to FY results . |
| Performance Share Awards (PSUs) | N/A | DNOW uses multi-year PSUs with goals including rTSR and ROCE; Committee increased EBITDA and ROCE “entry/target” rigor in 2024 . | Not disclosed for Anderson | 0–200% based on 3-year goals . | Minimum three-year vesting on equity awards . |
| Restricted Stock Units (RSUs) | N/A | Time-based; three-year minimum vesting . Anderson’s assumed RSUs vest as scheduled below . | N/A | N/A | See Vesting Schedule section . |
DNOW eliminated stock options beginning in 2022, shifting long-term incentives to 50% RSUs and 50% PSUs to reduce volatility and emphasize long-term performance .
Equity Ownership & Alignment
| Item | Amount/Detail | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 32,981 | Common stock 21,161 + RSUs 11,820 per Form 3 . |
| Ownership (% of outstanding) | ~0.030% | 32,981 vs 108,823,368 shares outstanding as of Mar 24, 2025 . |
| Direct Common Shares | 21,161 | Received at merger closing . |
| RSUs (unvested) | 11,820 | Time-based, one share per RSU . |
| Options | None disclosed | No options reported on Form 3; DNOW ceased option grants starting in 2022 . |
| Pledging/Hedging | Prohibited | DNOW prohibits pledging or hedging by executive officers and directors . |
| Stock Ownership Guidelines | 3x salary (officers) | CEO 6x; officers 3x annual base salary; trading restrictions and blackout dates apply . |
| Compliance Status | Not disclosed | Newly appointed; time-to-compliance not disclosed . |
RSU Vesting Schedule
| Vest Date | RSUs | Condition |
|---|---|---|
| Feb 7, 2026 | 2,793 | Continued service; subject to accelerated vesting under certain circumstances . |
| Mar 12, 2026 | 2,120 | Continued service; subject to accelerated vesting under certain circumstances . |
| Feb 7, 2027 | 2,793 | Continued service; subject to accelerated vesting under certain circumstances . |
| Mar 12, 2027 | 2,057 | Continued service; subject to accelerated vesting under certain circumstances . |
| Mar 12, 2028 | 2,057 | Continued service; subject to accelerated vesting under certain circumstances . |
Employment Terms
| Term | Disclosure | Notes |
|---|---|---|
| Start Date / Role | Nov 6, 2025; VP & Chief Accounting Officer (Principal Accounting Officer) | Appointed by Board; CFO remains principal financial officer . |
| Base Salary | $315,000 | Employment Agreement effective Nov 6, 2025 . |
| Bonus Eligibility | Yes | “Same basis” as other executive officers; target % not specified . |
| Contract Term | Initial 1-year term | Automatically extends by one year on each anniversary unless notice ≥60 days before renewal date . |
| Non-compete / Non-solicit | Customary covenants | Included with confidentiality provisions in agreement . |
| Severance | Not disclosed | Agreement references Section 409A and series-of-separate-payments mechanics; specific multiples not provided in available excerpts . |
| Change-of-Control | Not disclosed | Agreement superseded prior MRC Global policies; specific CIC economics not provided in available excerpts . |
| 409A Compliance | Yes | Agreement contains detailed 409A compliance clauses and payment structuring . |
Governance and Shareholder Signals
- DNOW’s 2024 Say-on-Pay approval was ~95%, and the Compensation Committee increased rigor in EBITDA and ROCE targets and refreshed the peer group, indicating shareholder-aligned pay design .
- DNOW maintains robust clawback policies covering financial restatements and serious misconduct; committees and chair roles are fully independent .
Investment Implications
- Alignment: Anderson’s equity exposure (21,161 common shares + 11,820 RSUs) and DNOW’s prohibition on pledging/hedging, multi-year vesting, and ownership guidelines support pay-for-performance alignment and retention through 2028 .
- Retention and Selling Pressure: Staggered RSU vesting dates across 2026–2028 create ongoing retention incentives; potential sale pressure could arise at vesting dates, subject to blackout and trading restrictions, but no Form 4 activity is disclosed here .
- Contractual Protection: The evergreen employment term, customary restrictive covenants, and 409A-compliant severance framework reduce immediate transition risk; specifics on severance and change-of-control economics are not disclosed in the available excerpts, warranting monitoring upon future filings .
- Execution Risk: As a new principal accounting officer post-merger with MRC Global, near-term focus will be on integration and reporting controls; DNOW’s strong 2024 FCF ($289M) and EBITDA ($176M) underpin incentive plans but macro cyclicality and integration complexity remain key factors to watch .