Karen David-Green
DNOWAbout Karen David-Green
Independent director of DNOW since 2023 (age 56), serving on the Audit Committee. She is designated a Financial Expert and holds NACD Directorship Certification and NACD Cybersecurity Oversight certification. Her background spans 30+ years across Wall Street equity research and corporate executive roles at Expro Group and Weatherford International, with expertise in capital markets, cybersecurity, ESG, stakeholder engagement, and business transformation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Expro Group N.V. | Chief Communications, Stakeholder and Sustainability Officer | 2021–2023 | Executive leadership team; sustainability strategy and stakeholder engagement |
| Weatherford International plc | Chief Marketing Officer; SVP Stakeholder Engagement; President, Weatherford Foundation | 2010–2020 | Chaired Sustainability Leadership Council; member, Disclosure and Global Business Continuity & Planning Committees |
| Oppenheimer & Co. Inc.; Crédit Agricole | Senior equity research analyst (energy services) | Not disclosed | Led energy services equity research franchise; provided global forecasts to clients |
External Roles
| Organization | Role | Committees |
|---|---|---|
| PHX Energy Services Inc. | Independent Director | Audit; Compensation & Human Resources |
| NACD | Directorship Certified; Cybersecurity Oversight Certified | — |
Board Governance
- Committee assignments: Audit Committee member; DNOW’s Audit Committee met 8 times in 2024, with quarterly oversight of enterprise risk, cybersecurity and AI monitoring; all members (including David-Green) meet NYSE/SEC financial expertise criteria .
- Independence: The Board affirmed Karen David-Green as independent in February 2025 .
- Attendance and engagement: Each incumbent director attended at least 75% of Board and applicable committee meetings in 2024; all directors attended the 2024 annual meeting; the Board holds quarterly executive sessions of non-employee directors .
- Board leadership: Independent Chairman (Richard Alario) acts as lead director; majority-independent board (7 of 8) .
- Shareholder alignment: Robust clawback policy compliant with Rule 10D-1; prohibitions on hedging/pledging; director stock ownership guideline of 5x annual retainer .
- Say-on-Pay context: 95% approval in 2024; Compensation Committee tightened performance rigor (higher EBITDA and ROCE thresholds) .
Fixed Compensation
| Component | 2024 Amount/Detail |
|---|---|
| Cash retainer + committee fees | $107,500 (Board retainer $90,000; Audit member $17,500) |
| Equity grant | 8,711 restricted shares; grant date May 22, 2024; grant-date fair value $125,003; vests one year from grant |
| Meeting fees | $0 (meeting fees only apply if >8 board meetings; there were 4 in 2024) |
Performance Compensation
- DNOW does not disclose performance-based equity for non-employee directors; director grants in 2024 were time-based restricted stock with one-year vesting (no TSR/financial metrics) .
Other Directorships & Interlocks
- Current: PHX Energy Services Inc. (Audit; Compensation & HR) .
- Shared relationships policy: DNOW transacts with many customers/vendors that directors may be affiliated with; all are on market terms and none are material; conflicts must be disclosed to Audit Chair per code of conduct .
Expertise & Qualifications
- Financial Expert; Technology Systems; ESG; Cybersecurity; International exposure; Strategic planning; Energy; Business transformation—skills matched to DNOW’s oversight needs .
- Capital markets and investor relations experience enhances stakeholder communication and pay-for-performance oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Options Exercisable within 60 Days | % of Class | Notes |
|---|---|---|---|---|
| Karen David-Green | 21,678 | 0 | <1% | Includes shares deemed held in 401(k)/deferred plans |
| Director stock ownership guideline | 5x annual retainer for directors | — | — | All directors are in compliance or on track as of filing |
| Hedging/Pledging | Prohibited for directors and employees | — | — | Insider trading policy with blackout periods |
Governance Assessment
- Strengths: Independent Audit Committee financial expert; cybersecurity oversight credentials; active committee participation; strong ownership/clawback and anti-hedging policies; high say-on-pay support signaling shareholder confidence .
- Potential conflicts: External board at PHX Energy Services could create customer/supplier adjacency; DNOW reports no material related-party transactions and requires prompt disclosure/approval for conflicts—mitigating risk .
- Alignment: Meaningful equity retainer and 5x ownership guideline support skin-in-the-game; prohibited pledging/hedging enhances alignment .
- Engagement: Attendance threshold met; quarterly executive sessions and shareholder outreach; committee workloads appropriate (Audit met 8 times) .
RED FLAGS to monitor
- Related-party exposure: Any future DNOW-PHX transactions should be scrutinized under Item 404 policy; current proxy notes none are material .
- Overboarding risk: Currently appears limited (DNOW + PHX); continue monitoring time commitments if additional boards added .
- Metric dilution: If director pay were to shift toward performance-linked equity, ensure metrics remain rigorous and not duplicative with executive plans; presently director equity is time-based .