Sonya Reed
DNOWAbout Sonya Reed
Sonya Reed, age 51, is an independent director of DNOW and Chair of the Compensation Committee, serving on the Board since August 2021. She is the former Senior Vice President and Chief Human Resources Officer at Phillips 66 (2015–2023), with prior CHRO leadership at General Cable (2011–2015) and earlier HR leadership at Zurich Financial Services; she brings deep expertise in executive compensation, succession planning, talent management, organizational design, communications, brand/reputation, and global human capital across domestic and international markets . DNOW’s Board affirmed Ms. Reed’s independence in February 2025 under its Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DNOW Inc. | Independent Director; Compensation Committee Chair | Director since 2021; Comp Chair current | Oversees director and executive compensation, plan design, and administration; member of fully independent committee structure |
| Phillips 66 | Senior Vice President & Chief Human Resources Officer | 2015–2023 | Led executive compensation, succession, leadership development; accountable for corporate communications, branding, social media, and philanthropy |
| General Cable | Executive Vice President, Chief Human Resources Officer | 2011–2015 | Global HR leadership; compensation and talent management focus |
| Zurich Financial Services | Vice President of Human Resources, Latin America | Not disclosed | Regional HR leadership; bilingual English/Spanish; international accountability |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| South Bow | Corporate Director | Current | Chair, Human Resources Compensation Committee |
| Girls Inc.; Boys and Girls Club | Advisory/Board Positions | Prior | Community impact and youth development governance |
| Awty International School | Trustee | Prior | Educational governance |
| University of Houston | Energy Advisory Board | Prior | Industry engagement, energy sector insights |
| Other Boards (count) | 1 other board | Current | Board skills matrix shows 1 other board for Reed |
Board Governance
- Committees: Compensation (Chair), with members Alario and Coppinger; all members independent under SEC/NYSE standards .
- Attendance: Board met 4 times and committees met 14 times in 2024; each incumbent director attended ≥75% of meetings of the Board and their committees; all directors attended the 2024 Annual Shareholders Meeting .
- Independence: Board affirmed Ms. Reed, along with a majority of directors, as independent in February 2025 .
- Board leadership: Independent Chairman model with executive sessions and majority voting; all committee chairs are independent .
- Ownership guidelines: Directors must hold 5x annual retainer; the company reports directors are in compliance or on track .
- ESG/cyber oversight: ESG overseen by ESGN Committee; cybersecurity and AI monitored quarterly by the Audit Committee .
Fixed Compensation
| Component | Amount/Policy | 2024 Cash Paid to Reed |
|---|---|---|
| Annual Board Retainer (cash) | $90,000 annually | Included in total cash paid |
| Compensation Committee Chair Retainer | $20,000 annually | Included in total cash paid |
| Meeting Fees | $0 unless >8 Board meetings (then $2,000/meeting) | $0; only 4 Board meetings in 2024 |
| Actual 2024 Cash Fees | Reported total cash fees | $103,750 |
Notes: The fee schedule also includes Audit Chair ($30,000), Audit Member ($17,500), ESGN Chair ($20,000), ESGN/Comp Member ($7,500), and Chairman quarterly retainer ($11,000), all applied per role; Ms. Reed’s roles are reflected above .
Performance Compensation
| Grant Type | Grant Date | Shares Granted | Grant Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock (time-based) | May 22, 2024 | 8,711 | $125,003 | 100% vest on first anniversary of grant | None (directors receive time-based RSAs; no PSUs/options granted in 2024) |
Members are eligible for equity under the 2024 LTIP; RSAs for directors vest after one year; options and performance awards are eligible under plan but no director options or PSUs disclosed for 2024 .
Other Directorships & Interlocks
- Compensation Committee interlocks: The Compensation Committee consists of Reed (Chair), Alario, and Coppinger. Except as disclosed, none is a former/current DNOW officer/employee, involved in interlocking relationships, or has relationships requiring Item 404 disclosure; Alario’s prior interim executive service ended in 2020 and he resumed Compensation Chair until May 2024 .
- Related party transactions: Company transacts with numerous counterparties potentially affiliated with directors; all transactions reported as market competitive and immaterial; conflicts must be disclosed to Audit Committee; no personal loans to directors/officers; annual certifications required .
Expertise & Qualifications
- Executive compensation, succession planning, talent management; cultural transformation and organizational design .
- Corporate communications, brand/reputation, media relations, philanthropy leadership .
- International exposure; bilingual English/Spanish; energy industry experience .
- Current governance: Compensation Committee Chair; broader board skills matrix reflects ESG and strategic planning competencies .
Equity Ownership
| Measure | Value | As-of Date |
|---|---|---|
| Beneficial Ownership (Common Shares) | 48,082 | Record date March 24, 2025 |
| Percent of Class | <1% | Record date March 24, 2025 (108,823,368 shares outstanding) |
| Outstanding Restricted Stock (Director Grants) | 8,711 | As of December 31, 2024 |
Notes: Beneficial ownership includes shares held directly/indirectly and certain plan holdings; unvested RSAs count toward ownership guidelines but unvested/unearned performance shares do not .
Governance Assessment
- Alignment and independence: Ms. Reed is independent, chairs a fully independent Compensation Committee, and meets or is on track to meet director stock ownership guidelines (5x annual retainer), supporting alignment with shareholders .
- Engagement: Attendance thresholds met; full annual meeting participation; committee workload consistent with governance norms (3 Compensation Committee meetings in 2024) .
- Compensation oversight quality: Committee employs an independent consultant (Zayla Partners), with independence validated; prior consultant (NFPCC) acquired by Aon, prompting refresh; the Compensation Committee enhanced rigor of EBITDA/ROCE targets and refreshed peer group; say-on-pay support ~95% in 2024 indicates broad investor approval .
- Conflicts: No Item 404 related-party transactions flagged; company prohibits pledging/hedging by executives/directors; expansive clawback policies in place; strong governance structures (independent Chair, majority voting, executive sessions) reduce conflict risk .
RED FLAGS: None disclosed for Ms. Reed. No related-party transactions requiring disclosure, no hedging/pledging permitted, and independence affirmed .
Director Compensation
| Component | 2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $103,750 |
| Stock Awards (RSAs) | $125,003 (8,711 shares at $14.35 grant-date price) |
| Total | $228,753 |
Fee schedule reference: Annual Board Retainer $90,000; Comp Chair $20,000; meeting fees only if >8 Board meetings (none in 2024) .
Insider Trades and Compliance
| Item | Status |
|---|---|
| Section 16(a) reporting compliance (2024) | All requirements met; company handled filings on behalf of officers/directors |
Committee Assignments, Chair Roles, and Meeting Cadence
| Committee | Role | Members | Meetings in 2024 |
|---|---|---|---|
| Compensation | Chair (Reed) | Reed; Alario; Coppinger | 3 |
| Audit | — | Eads (Chair); Bonno; Cobb; David-Green | 8 |
| ESG & Nominating (ESGN) | — | Coppinger (Chair); Alario; Bonno | 3 |
Stock Ownership Guidelines and Compliance
| Role | Requirement | Compliance Status |
|---|---|---|
| Directors | 5x annual retainer | In compliance or on track, per proxy filing |
| Policy Features | No pledging/hedging; trading restrictions & blackout dates | Adopted and enforced |
Say-on-Pay & Shareholder Feedback (Committee Oversight Context)
| Item | 2024 Outcome |
|---|---|
| Say-on-Pay Approval | ~95% approval |
| Engagement | Outreach to top holders representing >70% ownership; direct discussions with holders representing ~18%; positive feedback |
Compensation Committee Analysis Highlights
- Independent consultant engaged (Zayla Partners); independence assessed and confirmed; sole authority retained by committee to hire/terminate consultant .
- Peer group refresh to maintain comparability; performance metric rigor increased (EBITDA, ROCE) to make achievement more challenging; elimination of options and greater use of RSAs/PSAs for executives (not directors) .
- Robust clawback policy; capped incentive payouts; balanced pay mix; prohibition of tax gross-ups and repricing .
Potential Conflicts or Related-Party Exposure
- Company policy requires immediate disclosure to Audit Committee Chair of any conflict; prohibits loans/credit to directors/officers; annual certifications required .
- Compensation Committee interlocks: none requiring disclosure; Ms. Reed is not a former/current DNOW officer/employee and has no relationships requiring Item 404 disclosure .
Expertise & Qualifications
- Executive compensation; succession; talent management; communications and brand/reputation; organizational/cultural transformation; international exposure and energy industry background .
- Board skills matrix indicates ESG and strategic planning capabilities; other boards count of 1 .
Equity Ownership Alignment
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 48,082 |
| Outstanding director RSAs (12/31/2024) | 8,711 |
| Ownership guideline | 5x annual retainer; compliance/on track |
Governance Assessment
- Strong alignment: Independent status; chairing a key committee; ownership guidelines met/on track; time-based RSAs provide alignment without short-term risk-taking .
- Oversight quality: Committee process demonstrates independence, rigor, and responsiveness to investor feedback; broader Board governance features (independent Chair; majority voting; executive sessions) support investor confidence .
- Conflicts and risks: No related-party transactions requiring disclosure; anti-pledging/hedging and clawback policies mitigate alignment risks; attendance and engagement are satisfactory .