Paul Coppinger
DNOWAbout Paul Coppinger
Paul Coppinger, age 64, has served as an independent director of DNOW since December 2017. He is a former President of SPM Oil & Gas, a Caterpillar Company (2014–2022), and previously held senior roles at Weir Group and CIRCOR International, Inc.; the Board affirmed his independence in February 2025. His board expertise spans financial, operations, energy industry, distribution/supply chain, ESG, cybersecurity, international, strategic planning, and business transformation, and he currently chairs the Environmental, Social, Governance, and Nominating (ESGN) Committee and serves on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SPM Oil & Gas (Caterpillar) | President | 2014–2022 | Led division through acquisition by Caterpillar; operations leadership in pressure pumping |
| Weir Group | Division President, Oil & Gas | 2014–2021 | Oversight of oil & gas division strategy |
| Weir Group | President, Pressure Pumping | 2012–2014 | Managed pressure pumping segment |
| Weir SPM | President | 2011–2012 | Business leadership for Weir SPM |
| CIRCOR International, Inc. | Group President, Energy Segment | 2001–2011 | Energy segment P&L leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energy Workforce & Technology Council (formerly PESA) | Chairman Emeritus; Board member | 2007–2019 | Industry advocacy; sector leadership |
Board Governance
- Committee assignments: ESGN Committee Chair; Compensation Committee member; both committees fully independent under NYSE/SEC standards .
- Board independence: Board affirmed Coppinger as independent in Feb 2025 .
- Attendance: Each incumbent director attended at least 75% of Board and committee meetings in 2024; all directors attended the 2024 Annual Shareholders Meeting .
- Executive sessions: Provided for all Board and committee meetings .
- Committee meeting cadence: 2024 meetings—Audit (8), Compensation (3), ESGN (3); 2023 meetings—Audit (8), Compensation (2), ESGN (2) .
| Governance Item | 2023 | 2024 |
|---|---|---|
| Committee roles | ESGN Chair; Compensation Committee member | ESGN Chair; Compensation Committee member |
| Board meetings (count) | 5 | 4 |
| Committee meetings (Audit / Comp / ESGN) | 8 / 2 / 2 | 8 / 3 / 3 |
| Attendance threshold met | ≥75% | ≥75%; attended ASM |
Fixed Compensation
- Structure: Non-employee director cash retainer plus committee chair/member retainers; no meeting fees unless >8 board meetings/year (none in 2023–2024) .
- Applicable retainers to Coppinger: Board retainer $90,000; ESGN Chair $20,000; Compensation Committee member $7,500; Chairman retainer not applicable (Alario) .
| Cash Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Board Retainer | 90,000 | 90,000 |
| ESGN Chair Retainer | 20,000 | 20,000 |
| Compensation Committee Member Retainer | 7,500 | 7,500 |
| Meeting Fees | 0 (≤8 meetings) | 0 (≤8 meetings) |
| Total Fees Earned (reported) | 136,625 | 117,500 |
Note: Reported fees reflect proration and timing; scheduled retainer sums equal $117,500 for 2024 based on roles .
Performance Compensation
- DNOW eliminated stock option grants in 2022; director equity awards are time-based restricted stock vesting in full on the first anniversary of grant; no performance metrics tied to director equity grants .
| Equity Award Detail | 2023 | 2024 |
|---|---|---|
| Grant date | May 24, 2023 | May 22, 2024 |
| Shares granted (Coppinger) | 12,967 RS | 8,711 RS |
| Fair value at grant | $125,002 | $125,003 (based on $14.35 close) |
| Vesting schedule | 100% on 1st anniversary | 100% on 1st anniversary |
| Options awarded | None (program eliminated in 2022) | None |
Other Directorships & Interlocks
- Current public company boards: None (Other Public Boards = 0) .
- Compensation Committee interlocks: None requiring disclosure; committee members (Reed, Alario, Coppinger) are independent; Alario previously served interim executive roles but no interlocks per disclosure .
Expertise & Qualifications
- Board skills flagged for Coppinger: Financial Expert; Operations Leadership; Distribution/Supply Chain; ESG Experience; Cybersecurity; International Experience; Strategic Planning; Energy; Business Transformation .
Equity Ownership
| Ownership Item | Value |
|---|---|
| Beneficially owned shares (as of Mar 24, 2025) | 56,568 |
| Percent of class | <1% |
| Options exercisable within 60 days | 0 |
| Restricted stock outstanding (as of Dec 31, 2024) | 8,711 |
| Hedging/Pledging | Prohibited for directors under policy |
| Stock ownership guideline | 5x annual retainer for directors |
| Compliance status | Individual compliance not disclosed |
Governance Assessment
- Independence and roles: Independence affirmed; ESGN chairmanship aligns with industry experience and ESG oversight; Compensation Committee membership places him in pay governance with independent consultant oversight .
- Engagement and attendance: Attendance threshold met; participation across two committees in 2023–2024; executive sessions utilized, supporting board effectiveness .
- Pay alignment: Director pay balanced cash/equity; equity is time-based RS with one-year vest; 2024 fees consistent with role-based retainers; no options since 2022 reduces short-term volatility in director equity compensation .
- Ownership alignment: Meaningful beneficial ownership; strict anti-hedging/pledging policy; robust stock ownership guidelines (5x retainer) for directors; individual compliance not disclosed, which is common in proxies but reduces transparency on alignment .
- Conflicts and related-party: Proxy states no related-party transactions requiring disclosure; conflict-of-interest controls and annual certifications in place; Section 16(a) reporting compliance met in 2024 .
RED FLAGS
- None disclosed under Item 404 (related-party), hedging/pledging prohibited, and high 2024 say-on-pay support (95%) suggests stable governance environment; lack of disclosed individual guideline compliance is a minor transparency gap rather than a red flag .