Rodney Eads
DNOWAbout Rodney Eads
Rodney Eads (age 74) has served on DNOW’s Board since 2014 and is the independent Chair of the Audit Committee. He is a former COO and EVP of Pride International and SVP of Worldwide Operations at Diamond Offshore, with extensive global operations and compliance experience; he holds an MBA and is NACD Directorship Certified, with active audit committee network participation and cybersecurity oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pride International (NYSE) | Chief Operating Officer & EVP | 2006–2009 | Oversaw safety, environmental, regulatory compliance across 15 countries; led Seahawk Drilling spin-off |
| Diamond Offshore Drilling (NYSE) | SVP, Worldwide Operations | 1997–2006 | Responsible for safety, environmental, regulatory compliance in 12 countries |
| Exxon Corporation | Operations Mgmt & Business Analyst | 1977–1997 | Engineering, planning, project analysis, safety/environmental/regulatory compliance across 11 countries |
| Nautronix UK Limited (PE-owned) | Director | 2010–2015 | Board service for PE-owned company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eads Holdings, LLC | President (wholly-owned investment firm) | 2009–present | Active early-stage investor; advisor/due diligence for PE; expert witness in int’l arbitrations ($150–$250M claim range) |
| NACD TriCities (Houston/Austin/San Antonio) | Board member | 2019–present | NACD Governance Fellow; Directorship Certification in 2021, maintained annually |
| Southwest Audit Committee Network | Participant | Last 6 years | Ongoing audit oversight network participation |
| Cybersecurity (AICPA certificate) | Participant/lead investor | N/A | Established DNOW board cybersecurity reporting; involved in two early-stage cybersecurity companies |
Board Governance
| Attribute | Disclosure |
|---|---|
| Independence | Board affirmed Eads as independent (Feb 2025) |
| Committee assignments | Audit Committee (Chair); Audit met 8 times in 2024; quarterly oversight of ERM, cybersecurity and AI monitoring |
| Attendance | Each incumbent director attended ≥75% of Board/committee meetings; all directors attended 2024 Annual Meeting |
| Years of service | Director since 2014 |
| Financial expertise | All Audit Committee members meet NYSE “financial expertise” and SEC “financial expert” criteria |
| Executive sessions | Committees and Board hold executive sessions of non-employee directors |
| Stock ownership guideline | 5x annual retainer for directors; all directors in compliance or on track |
| Board leadership | Independent Chairman; declassified board; majority voting in uncontested elections |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board retainer (cash) | $90,000 | Standard annual retainer |
| Audit Chair retainer (cash) | $30,000 | Annual committee chair fee |
| Meeting fees | $0 | Meeting fees apply only if >8 board meetings; there were 4 in 2024 |
| Total cash fees (Eads) | $120,000 | Reported “Fees Earned or Paid in Cash” |
Performance Compensation
| Grant Type | Grant Date | Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (Director grant) | May 22, 2024 | 8,711 | $125,003 | 1-year cliff vest (May 22, 2025) |
Notes
- Director awards are time-based RSUs; no performance-vested PSUs or options disclosed for directors in 2024 . Directors are eligible under the 2024 LTIP framework; DNOW eliminated stock options beginning in 2022 for long-term incentives, emphasizing RSUs/performance shares for executives .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None (Eads “Other Boards: 0” in Board skills matrix) |
| Private/non-profit boards | NACD TriCities Board; Nautronix UK Limited (2010–2015) |
| Interlocks (comp committee or executive-director overlaps) | None disclosed; committee interlocks section notes no relationships requiring Item 404 disclosure for committee members |
| Related-party transactions | Company states transactions with affiliated companies are market-standard; none material; conflicts must be disclosed to Audit Chair; no loans to directors permitted |
Expertise & Qualifications
- Audit and risk oversight: Audit Chair; quarterly cybersecurity/AI/ERM oversight; SEC/NYSE audit committee financial expert status .
- Operations and supply chain: Led global workforces up to 14,000; $1B operating budgets; >$3B capital projects .
- Governance credentials: NACD Governance Fellow and Directorship Certification; established board cybersecurity reporting system; AICPA Cybersecurity Certificate .
- Industry depth: 40+ years energy sector experience across drilling, international operations, compliance .
- Education: MBA .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 105,580 |
| Options exercisable within 60 days | 0 |
| Ownership as % of shares outstanding | ~0.097% (105,580 / 108,823,368 shares outstanding) |
| Hedging/pledging | Prohibited for directors/officers; blackout periods enforced; insider trading policies on file |
| Stock ownership guideline | 5x annual retainer for directors; all directors in compliance or on track |
Governance Assessment
-
Positive signals
- Strong independence and audit oversight: Independent Audit Committee chaired by Eads; all members are SEC “financial experts”; 8 meetings with quarterly ERM/cyber/AI review and executive sessions with internal audit and external auditors .
- Ownership alignment: 5x retainer stock guideline with compliance; hedging/pledging prohibitions; robust clawback under 2024 LTIP and Exchange Act Rule 10D‑1 policy adopted in Nov 2023 .
- Shareholder-friendly governance: Declassified board, majority voting, independent chair, annual say-on-pay with 95% approval in 2024 .
- Cyber resilience: Board-level cybersecurity program oversight; maintained “A” SecurityScorecard rating; improved MFA, email gateway, patching, exercises, monthly training with audit committee analytics .
-
Watch items
- Attendance disclosure is threshold-based (≥75%) rather than precise by director; continued monitoring advisable for committee-level attendance granularity .
- Related-party framework relies on Audit Chair review; while no material items disclosed, ongoing surveillance of transactions linked to director affiliations prudent given DNOW’s broad customer/vendor base .
-
Compensation alignment (director-specific)
- Balanced cash/equity mix: 2024 cash fees of $120,000 and RSU grant valued at $125,003; equity is time-based, aligning with long-term ownership but lacks performance vesting typical for executive PSUs .
Overall, Eads’ deep operational, risk, and audit expertise, coupled with independence and formal cybersecurity governance, supports board effectiveness and investor confidence; absence of external public directorships reduces interlock/conflict risk, and ownership/anti-hedging policies strengthen alignment .