John Carrig
FORUM ENERGY TECHNOLOGIESAbout John A. Carrig
Independent director; age 73; appointed to FET’s board in July 2011. Chairperson of the Nominating, Governance & Sustainability (NG&S) Committee and member of the Audit Committee; designated by the board as an audit committee financial expert. Retired ConocoPhillips President & COO (2008–2011); prior EVP Finance & CFO (2002–2008); long-tenured finance, treasury, and tax executive with Phillips Petroleum beginning in 1978 as a tax attorney .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ConocoPhillips | President & COO | 2008–Mar 2011 | Led global E&P, R&M, Commercial, Project Development, Procurement, HSE functions |
| ConocoPhillips | EVP Finance & CFO | 2002–2008 | Finance leadership at major public company |
| Phillips Petroleum | SVP & CFO | 2001 | Joined management committee |
| Phillips Petroleum | SVP & Treasurer | 2000 | Management committee member |
| Phillips Petroleum | VP & Treasurer | 1996–2000 | Treasury leadership |
| Phillips Petroleum | Treasurer | 1995 | Corporate finance stewardship |
| Phillips Petroleum | Assistant Treasurer | 1994 | Finance |
| Phillips Petroleum | Tax Attorney | 1978–1993 | Tax expertise foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WPX Energy, Inc. | Director | Prior to Jan 2021 merger with Devon Energy | Board service concluded at merger |
Board Governance
- Committee assignments: NG&S Committee Chair; Audit Committee member .
- Independence: Board determined Audit Committee members are independent under NYSE and Exchange Act standards ; overall board had six of eight independent directors as of Mar 14, 2025 (will be seven total after Gaut retirement) .
- Class/term: Class II director; term expires at the 2026 Annual Meeting .
- Attendance: Board held five meetings in 2024; each director attended ≥90% of board and committee meetings and attended the 2024 Annual Meeting .
- Engagement: Non‑management directors held executive sessions at each regular meeting; Lead Independent Director presided in 2024; Chair role transitions in 2025 .
- Cybersecurity oversight: Audit Committee has primary responsibility; met six times in 2024 .
Fixed Compensation
| Component | Amount ($) | Basis/Notes |
|---|---|---|
| Annual cash retainer | 70,000 | Program resumed 2024 split cash/equity |
| NG&S Committee Chair retainer | 10,000 | Chair fee |
| Audit Committee member retainer | 10,000 | Member fee |
| Total cash fees (2024 reported) | 90,000 | Sum of retainer and committee fees |
Program reference retainers (for context): Chairman fee $100,000; Lead Independent Director fee $20,000; Audit Chair $20,000; Comp Chair $15,000; Comp member $7,500; NG&S member $5,000 .
Performance Compensation
| Equity Award | Units | Grant Date | Grant-Date Fair Value per Unit ($) | Total Fair Value ($) | Vesting | Performance Conditions |
|---|---|---|---|---|---|---|
| RSUs or Restricted Stock | 7,975 | Mar 6, 2024 | 18.81 | 150,010 | Vests in full on 1st anniversary | None (time-based) |
- Equity settlement: Directors may elect to defer RSU settlement until separation or earlier elected year .
- Outstanding director units at 12/31/2024: 7,975 unvested RSUs; 4,248 vested but unsettled RSUs (deferred) for Carrig .
- Plan governance safeguards: Annual director compensation limit $950,000; minimum 1‑year vesting; no dividends on unvested awards; no repricing; double‑trigger vesting on change-of-control; no liberal share recycling .
Other Directorships & Interlocks
| Company | Relationship | Committee Roles | Interlock/Conflict Indicator |
|---|---|---|---|
| WPX Energy, Inc. | Former public company director | Not disclosed | None disclosed; board policy governs related party transactions |
No related‑party transactions involving Carrig are disclosed; the Audit Committee reviews/approves any related person transactions >$120,000 under written policy .
Expertise & Qualifications
- Audit committee financial expert; financially literate; deep finance, accounting, treasury, tax experience .
- Strategic and operational oversight from senior roles at a global energy major; perspective as an oilfield equipment/services customer .
Equity Ownership
| Holder | Beneficially Owned Shares | Percent of Class | Notes |
|---|---|---|---|
| John A. Carrig | 64,762 | * (<1%) | Includes shares counted per beneficial ownership rules |
Breakdown/controls:
- RSU status at 12/31/2024: 7,975 unvested; 4,248 vested but unsettled (deferred) .
- Ownership guidelines: Directors must hold ≥$210,000 of FET stock/eligible ownership; alternatively expressed as 3x annual cash retainer (non‑exec directors) .
- Compliance: All directors either met guidelines or were within the 5‑year grace period as of 12/31/2024 .
- Hedging/pledging: Prohibited for directors under Insider Trading Policy (puts/calls/derivatives, short sales, margin accounts, hedging, pledging) .
Governance Assessment
- Board effectiveness: Carrig chairs NG&S and serves on Audit—positions aligned with his finance and governance expertise; designated audit committee financial expert and independent, supporting robust oversight of financial reporting and ESG/sustainability .
- Alignment: Cash/equity mix (cash $90,000; equity $150,010; 7,975 RSUs) aligns interests via equity with time‑based vesting and deferral options; director ownership guidelines (≥$210,000 or 3x retainer) bolster skin‑in‑the‑game; hedging/pledging bans reduce misalignment risk .
- Engagement: ≥90% attendance and participation in executive sessions indicate active oversight; Audit Committee met six times in 2024 with cybersecurity oversight assigned—consistent with risk governance best practice .
- Conflicts: No related‑party transactions or interlocks disclosed involving Carrig; formal policy requires Audit Committee review for any such transactions .
- RED FLAGS: None identified—no hedging/pledging; no option repricing; director pay capped; double‑trigger CIC vesting; strong independence profile .