Ronald Jadin

About Ronald L. Jadin

Ronald L. Jadin is an independent director of DNOW, appointed on November 6, 2025 following DNOW’s acquisition of MRC Global; at appointment the Board expanded to ten and noted he had no committee assignments yet and no related-party transactions requiring Item 404 disclosure . Jadin previously served as CFO of W.W. Grainger (2008–2018) after senior finance roles at Grainger and earlier at General Electric; he holds a BA in Economics from Yale and an MBA (Finance) from the University of Wisconsin–Whitewater . As disclosed by MRC Global, he is designated a financial expert and served as Audit Committee Chair there; DNOW later filed an S‑8 including his signature as Director on November 10, 2025, confirming board service [s205.q4cdn.com/806012010/files/doc_financials/2023/ar/As-filed-DEF-14A.pdf] .

Past Roles

External Roles

Board Governance

• Independence: DNOW’s Board affirmed majority independence; Jadin was appointed as an independent director with no Item 404 related-party transactions at closing and eligible for non-employee director compensation .
• Committee status at DNOW: None at appointment; DNOW’s standing committees are Audit, Compensation, and Environmental, Social, Governance & Nominating (ESGN), each fully independent .
• Attendance: In 2024, all incumbents attended ≥75% of Board and committee meetings; four Board and fourteen committee meetings held. Jadin joined in November 2025; 2025 attendance for new directors not yet disclosed .
• Lead structure: Independent Chairman model; executive sessions held quarterly; majority voting standard; declassified board; robust stock ownership guidelines and clawback policy .
• ESG/Cyber oversight: Audit Committee receives quarterly cybersecurity/AI reports; ESGN Committee oversees ESG reporting and climate risk .

Fixed Compensation

• As a non-employee director, Jadin is eligible for DNOW’s standard director compensation program (cash retainer plus annual restricted stock under the 2024 LTIP) .
• 2024 baseline (for reference; amounts set by DNOW for non-employee directors):
  • Board Retainer: $90,000; Chairman retainer: $11,000 quarterly; Audit Chair $30,000; Audit Member $17,500; Comp/ESGN Chair $20,000; Comp/ESGN Member $7,500; no meeting fees unless >8 board meetings .
  • Equity: RSU grants to each non-employee director (8,711 shares; Chairman 13,311) vesting one year from grant; under 2024 LTIP, directors are eligible for equity awards .

Performance Compensation

Directors at DNOW typically receive time-based RSUs, not performance share awards. For context, DNOW’s executive PSU metrics (often a governance reference for incentive rigor) are:

Note: Directors are eligible under the 2024 LTIP but are granted RSUs; PSUs apply to executives .

Other Directorships & Interlocks

• MRC Global: Independent director; Audit Chair; Governance Committee. DNOW selected Jadin (and George Damiris) from MRC Global’s board to join DNOW’s board at merger closing, increasing DNOW’s board size to ten. No committees were assigned at closing; there were no family relationships or Item 404 transactions disclosed .
• Potential interlocks/conflicts: None disclosed at DNOW appointment; Item 404 review clean. Typical pre-closing shareholder litigation named DNOW and MRC Global directors (including Jadin) alleging disclosure omissions in the joint proxy; such suits are common in M&A and do not imply wrongdoing; DNOW disclosed they may receive additional demand letters/complaints .

Expertise & Qualifications

• Financial expert; extensive distribution/supply chain finance (Grainger CFO; GE finance). Audit leadership and governance experience (Audit Chair at MRC Global) [s205.q4cdn.com/806012010/files/doc_financials/2023/ar/As-filed-DEF-14A.pdf].
• Education: Yale (BA Economics), University of Wisconsin–Whitewater (MBA Finance) .
• DNOW board-level capabilities align with audit oversight, enterprise risk, capital allocation and strategic planning in industrial distribution .

Equity Ownership

• Initial beneficial ownership at DNOW: 54,219 shares of DNOW common stock (Form 3 filed November 6, 2025), received in connection with merger closing; no derivative securities reported; direct ownership .
• Stock ownership guidelines: Directors must hold ≥5x annual retainer; hedging and pledging of DNOW stock are prohibited; blackout trading periods apply; clawbacks expanded under 2024 LTIP and Rule 10D‑1 .
• Evidence of active compliance infrastructure: Power of Attorney filed to facilitate timely Section 16 filings; S‑8 signature as Director dated November 10, 2025 .

Governance Assessment

• Positives:
  • Independence and financial expertise; clean related-party review at appointment; brings distribution CFO discipline .
  • DNOW governance framework strong: majority independent board; independent chair; robust clawbacks; prohibition on hedging/pledging; director ownership requirement (5x retainer); high 2024 say‑on‑pay support (~95%) indicating shareholder confidence in compensation oversight .
  • Audit/Cyber oversight rigor and regular ERM reporting; aligns with Jadin’s audit leadership experience .
• Watch items / potential risks:
  • Committee placement pending; effectiveness will be clearer once assignments are made post-merger .
  • Shareholder litigation around joint proxy disclosures (typical in M&A) names DNOW and MRC Global directors including Jadin; monitor resolution and any governance undertakings .
• Overall: Jadin’s audit and CFO background should strengthen DNOW’s board oversight of financial reporting, capital allocation, and integration of acquired assets. Alignment mechanisms (ownership guidelines, clawbacks, hedging ban) and DNOW’s independent board structure support investor confidence .

RED FLAGS: None disclosed specific to Jadin at DNOW appointment (no Item 404 transactions; no hedging/pledging permitted). Monitor post-merger committee assignments and any developments from shareholder litigation .