David R. Johnson
About David R. Johnson
David R. Johnson, age 60, has served as Chief Financial Officer of Drilling Tools International (DTI) since October 2013. He previously served as CFO of Sharewell Energy Services and Vice President of Finance and Administration at PathFinder Energy Services (a W-H Energy subsidiary). He is a Texas CPA, a member of the AICPA, and holds a B.S. (LeTourneau University) and MBA (University of Texas at Tyler) .
DTI’s 2024–2025 compensation disclosure highlights a focus on aligning pay with strategy following recent acquisitions and a formal review of the compensation program by Korn Ferry in 2025 .
Performance context (company-level):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 152,034,000 | 154,446,000 |
| EBITDA ($) | 45,912,000* | 37,260,000* |
Values with asterisk are from S&P Global and may not include document citations.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sharewell Energy Services | Chief Financial Officer | Not disclosed | CFO leadership at directional drilling company |
| PathFinder Energy Services (W-H Energy subsidiary) | VP Finance & Administration | Not disclosed | Senior finance and admin leadership at international OFS subsidiary |
External Roles
- Professional affiliations: Texas Certified Public Accountant; American Institute of Certified Public Accountants .
- No public company directorships or other external boards disclosed for Mr. Johnson in the proxy .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 296,000 | 392,000 |
| Bonus ($) (safety/tenure/one-time) | 351,370 | 1,367 |
| All Other Compensation ($) | 176,927 | 22,241 |
| Total Cash ($) | 824,297 | 1,433,239 |
Notes:
- As of March 11, 2024, amended and restated employment agreement provides an annual base salary of $392,000 and target annual bonus of 100% of base salary .
- 2024 “Bonus ($)” line reflects safety and tenure awards; base salaries unchanged from Dec 31, 2023 to Dec 31, 2024 (Johnson: $392,000) .
Performance Compensation
Annual Incentive (STIP) – 2024 Outcomes
| Metric | Weight | Target | Actual | Achieved | Weighted Contribution |
|---|---|---|---|---|---|
| Adjusted Free Cash Flow Margin | 40% | 11.8% – 13.8% | 13% | 100% | 40% |
| Revenue | 20% | $170 – $185 million | $150.8 million | 85% | 17% |
| Health, Safety, Environment (HSE) | 20% | Program goals | Program evaluation | 80% | 16% |
| Individual Performance | 20% | Committee assessment | Committee assessment | 80% | 16% |
| Total | 100% | — | — | — | 89% |
- 2024 STIP payout approved at 89% of target: Mr. Johnson received $348,831 .
- Long-term incentives: Under the 2023 Omnibus Plan, 2024 annual grant of 380,000 options to Mr. Johnson with three-year vesting; aggregate grant-date fair value $668,800 (valued using $3.02 closing price on 2/14/2024 per ASC 718) .
Outstanding and Recent Equity Awards (as of 12/31/2024)
| Award Type | Status | Shares | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|
| Stock Options (Omnibus Plan, 2/14/2024 grant) | Unexercised (unvested schedule) | 380,000 | $3.02 | 2/14/2034 | Vests in equal installments on Feb 14, 2025, 2026, 2027 |
| Stock Options (Prior Stock Plan converted) | Exercisable | 132,375 | $3.72 | 6/20/2033 | Fully vested; prior plan options converted at merger |
Equity Ownership & Alignment
- Beneficial ownership and components (record dates as per proxies):
| Year (Proxy) | Shares Beneficially Owned | % of Class | Footnote Details |
|---|---|---|---|
| 2024 (filed 4/2/2024) | 178,022 | * (<1%) | Includes 45,647 shares owned directly and vested options for 132,375 shares; excludes 380,000 unvested options vesting in equal installments on 2/14/2025–2027 |
| 2025 (filed 4/2/2025) | 304,689 | * (<1%) | Includes 45,647 shares owned directly; vested options to purchase 259,042 shares; excludes 253,333 unvested options vesting on 2/14/2026–2027 and 123,855 unvested RSUs vesting in substantially equal installments on 2/28/2026–2029 |
- Hedging/pledging: Company policy prohibits short sales, margin accounts, pledging, trading derivatives, and other hedging/monetization transactions for directors, officers, employees, contractors, and consultants .
- Insider Trading Policy is included as Exhibit 19.1 to the FY 2024 10-K (filed 3/14/2025); Rule 10b5-1 plans are permitted if pre-cleared and compliant .
- Director stock ownership guidelines exist (5x meeting attendance fees for independent directors). No executive officer ownership guidelines are disclosed .
Implications for alignment and selling pressure:
- Prohibition on pledging reduces forced-sale risk; 10b5-1 availability provides structured liquidity pathways .
- Upcoming vesting of options (2026–2027) and RSUs (2026–2029) introduces periodic settlement events that may create windows of potential insider selling, subject to trading policies and blackout windows .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Amended & Restated Employment Agreement dated March 11, 2024 |
| Position | Chief Financial Officer |
| Term | 3 years, then automatic one-year renewals unless either party gives 60 days’ notice of non-renewal |
| Base Salary | $392,000 |
| Target Bonus | 100% of base salary |
| Severance (Without Cause/Good Reason/Disability/Company Non-Renewal) | Accrued amounts + Prorated Bonus + cash severance equal to 1.5x (base + target bonus) + employer-paid health premiums for 18 months (COBRA) |
| Change-in-Control (termination without cause/for good reason within 18 months) | Accrued amounts + Prorated Bonus (lump sum on 60th day) + cash severance equal to 2x (base + target bonus) + employer-paid health premiums for 18 months (COBRA) |
| Release Condition | Certain payments subject to execution and non-revocation of a general release |
| Equity Treatment on Termination | Under option agreements, upon termination without cause or for good reason (including within 18 months post-CIC), unvested options become fully vested; for cause, all vested and unvested options are forfeited |
Implied severance economics based on disclosed base and target bonus:
- Standard termination multiple: 1.5 × ($392,000 + $392,000) = $1,176,000 cash severance (plus Prorated Bonus and COBRA) .
- CIC termination multiple: 2.0 × ($392,000 + $392,000) = $1,568,000 cash severance (plus Prorated Bonus and COBRA) .
Investment Implications
- Pay-for-performance calibration: 2024 STIP paid at 89% despite revenue shortfall to target ($150.8M vs. $170–$185M), driven by full FCF margin attainment and 80% outcomes on HSE and individual performance. This suggests discipline with downside sensitivity on topline and balanced emphasis on cash generation and safety .
- Retention risk and CIC economics: The 2024 A&R agreement increased clarity and introduced competitive severance (1.5x cash; 2.0x if terminated within 18 months post-CIC) with COBRA and equity acceleration on qualifying terminations—stabilizing leadership continuity through acquisition cycles, but potentially elevating change-of-control transaction costs .
- Alignment and selling pressure: Pledging/hedging prohibitions and structured 10b5-1 allowances mitigate alignment red flags and enable orderly liquidity; however, substantial upcoming vesting in 2026–2029 (options and RSUs) creates periodic supply overhang risk around windows, subject to policy blackouts and preclearance .
- Ownership trend: Beneficial ownership increased from 178,022 (2024 proxy) to 304,689 (2025 proxy), driven largely by additional vested options; ownership remains below 1% of shares outstanding, which may dilute direct “skin in the game” optics at the issuer level even as equity is a significant component of pay .
- Company execution context: Management highlights growth via acquisitions; compensation program is under a Korn Ferry-led review to align with strategy and desired outcomes—further evolution of metrics/peer benchmarking in 2025 may impact incentive design and payout calibration going forward .
SOURCES
- Biography and background:
- Compensation tables and narrative (2024–2025 proxies):
- Outstanding awards and vesting:
- Beneficial ownership (2024 and 2025):
- Insider trading, hedging/pledging policy, ownership guidelines (directors):
- Performance (Revenue and EBITDA): Revenues as cited ; EBITDA values marked with asterisk are from S&P Global.