Terry Bonno
DNOWAbout Terry Bonno
Independent director of DNOW since 2014 (age 67), Bonno is a former Senior Vice President at Transocean with deep experience in global marketing, commercial contracting, sustainability, and enterprise risk management, and is a Certified Public Accountant . She currently serves on DNOW’s Audit Committee and Environmental, Social, Governance, and Nominating (ESGN) Committee and has been affirmed independent under DNOW’s governance standards . Her background includes leadership of marketing across 14 countries and industry engagement roles, plus advisory service on the National Offshore Safety Advisory Committee (NOSAC) from 2017–2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Transocean Ltd. | SVP, Industry & Community Relations | 2017–2018 | Led industry forums, community affairs, and sustainability initiatives . |
| Transocean Ltd. | SVP Marketing | 2011–2017 | Oversight of global marketing in 14 countries; commercial and contractual diligence . |
| Transocean Ltd. | VP Marketing | 2008–2011 | Led marketing strategy for the Americas and West Africa . |
| Transocean/Global Marine (ADTI subsidiary) | Director, Marketing & Contracts (Turnkey Drilling) | 1993–2001 | Commercial contracting; became part of Transocean via acquisition . |
| Global Marine | Accounting Management roles | 1982–1999 | Accounting leadership; CPA credential . |
| NOSAC (U.S. Dept. of Homeland Security) | Industry expert advisor | 2017–2020 | Advisory capacity on offshore safety . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kodiak Gas Services (public) | Director; Chair, Personnel & Compensation; Member, Nominating, Governance & Sustainability | Current | Public board service; compensation committee chair, governance committee member . |
| Tampnet (private) | Director | 2017–2019 | Offshore high-capacity communications network; served until divestiture to 3i . |
| Energy industry and charity boards | Director/participant | Various | Additional external board involvement noted by DNOW . |
Board Governance
- Committee assignments: Audit Committee member and ESGN Committee member .
- Independence: Affirmed independent by the Board in February 2025 under DNOW’s Corporate Governance Guidelines .
- Attendance: Each incumbent director attended at least 75% of Board and applicable committee meetings in 2024; Board met 4 times; committees met 14 times (Audit 8; Compensation 3; ESGN 3) .
- Audit Committee financial expertise: All Audit Committee members meet NYSE accounting/financial management expertise and SEC “Audit Committee Financial Expert” criteria (includes Bonno) .
- Board leadership: Independent Chairman (Richard Alario) with quarterly executive sessions of non-employee directors .
- Risk oversight: Audit Committee oversees quarterly reporting on ERM, cybersecurity, AI monitoring, and ESG metrics; ESGN oversees ESG reporting and climate/human capital risks .
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash (Bonno) | $115,000 |
| Stock Awards (Bonno) | $125,003 |
| Total (Bonno) | $240,003 |
| Standard Board Retainer | $90,000 annually |
| Audit Committee Member Retainer | $17,500 annually |
| ESGN Committee Member Retainer | $7,500 annually |
| Audit Committee Chair Retainer | $30,000 annually (not Bonno) |
| Compensation/ESGN Chair Retainer | $20,000 annually (not Bonno) |
| Meeting Fees | $0 in 2024; $2,000 per meeting only if >8 board meetings |
| Director RS grant (standard) | 8,711 shares granted May 22, 2024; vest on first anniversary |
| Bonno RS outstanding (12/31/24) | 8,711 shares |
Performance Compensation
| Metric | Applicable to Director Pay? | Notes |
|---|---|---|
| TSR/EBITDA/ROCE performance metrics | No | DNOW director equity grants are time-based restricted stock vesting in one year; no performance metrics tied to director awards . |
Other Directorships & Interlocks
| Company | Relationship to DNOW | Conflict/Interlock Considerations |
|---|---|---|
| Kodiak Gas Services | Industry adjacency (gas compression) | DNOW discloses transactions with companies affiliated with directors occur on market terms and none are material; conflicts must be disclosed to Audit Committee Chair per Code of Conduct . |
| Tampnet | Prior role | No DNOW-related transactions disclosed . |
Expertise & Qualifications
- Financial Expert designation; CPA credential .
- ESG and cybersecurity experience; international exposure; strategic planning; energy industry; business transformation; distribution/supply chain; technology systems .
- Deep experience in global marketing and commercial contracting across energy services .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (Bonno) | 102,716 shares; <1% of class (as of 3/24/2025; 108,823,368 shares outstanding) . |
| Options exercisable within 60 days | 0 . |
| RS outstanding (12/31/2024) | 8,711 shares . |
| Director ownership guideline | 5× annual retainer; compliance/on-track affirmed for all directors as of proxy date . |
| Hedging/pledging | Prohibited for directors; policy bars short sales, hedging, options, margin/pledging . |
Insider Trades
| Period | Form 4 Transactions | Section 16 Compliance |
|---|---|---|
| 2024 | Not detailed in proxy | DNOW states all Section 16(a) reporting requirements were met in 2024 . |
Governance Assessment
- Strengths: Independence affirmed; dual committee roles (Audit, ESGN) with financial expert status indicate strong oversight capability; Audit Committee reviews ERM, cybersecurity and AI quarterly, and ESGN oversees ESG disclosures—supportive of investor confidence in risk governance . Stock ownership guidelines and hedging/pledging prohibitions reinforce alignment; directors in compliance/on track; say-on-pay approval at ~95% in 2024 suggests positive shareholder sentiment on governance and pay practices .
- Compensation alignment: Director pay mix balanced with cash retainer plus time-based equity; no performance-linked director awards—a standard market practice; RS grants vest in one year, supporting retention and ownership .
- Attendance/engagement: Board and committee cadence (4 board; 14 committee meetings) with at least 75% attendance across incumbents and executive sessions of non-employee directors supports effective oversight .
- Potential red flags: External public company directorship (Kodiak Gas Services) in adjacent energy infrastructure could create perceived interlocks if DNOW-Kodiak transact; DNOW’s conflict policy, Audit Committee review, and disclosure of only non-material, market-term transactions mitigate this risk . No pledging/hedging allowed; no related-party transactions material to DNOW disclosed .
Overall signal: Bonno’s audit and ESGN committee roles, financial expert status, and independence—combined with ownership guidelines and robust risk oversight—are positive governance signals. Monitor for any future related-party transactions with Kodiak or other affiliates and sustained committee attendance/engagement to maintain investor confidence .