Mark Smith
FORUM ENERGY TECHNOLOGIESAbout Mark W. Smith
Mark W. Smith is an independent director of Forum Energy Technologies (FET), appointed on June 13, 2025, and serves on the Audit Committee and the Compensation & Human Capital Committee . He is the former Chief Financial Officer of Helmerich & Payne (June 2017–August 2024) and of Atwood Oceanics prior to its merger with Ensco Plc in 2017, and he previously spent ~15 years in auditing/consulting roles at PricewaterhouseCoopers and Arthur Andersen; he is a Certified Public Accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Helmerich & Payne (H&P) | Chief Financial Officer | Jun 2017–Aug 2024 | Led finance through industry cycles; retired Aug 2024 |
| Atwood Oceanics | Chief Financial Officer | Until 2017 (merger with Ensco Plc) | Public offshore driller CFO experience; merger integration context |
| PricewaterhouseCoopers; Arthur Andersen | Audit/Consulting roles | ~15 years (combined) | Led attestations for public audit clients; SEC reporting rigor |
External Roles
- No current public-company board seats were disclosed in FET’s appointment materials for Mr. Smith .
Board Governance
- Independence: Appointed as an independent director .
- Committees: Audit Committee member; Compensation & Human Capital Committee member .
- Board/committee cadence and expectations: The board held five meetings in 2024; directors are expected to attend all meetings, and each director (serving in 2024) attended at least 90% of meetings; Audit Committee held six meetings, Compensation & Human Capital Committee held three, NG&S Committee held three in 2024 .
- Executive sessions: Non-management directors meet in executive session at each regular board meeting; the Lead Independent Director presides (role transitioned to Chairman thereafter) .
- Overboarding policy: Ordinarily limits to five public boards (in addition to FET) for non-executive directors; directors must notify before joining other boards; all nominees assessed annually for compliance .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Non-employee director program amount (2024 structure) |
| Audit Committee member fee | $10,000 | Per director program (member) |
| Compensation & Human Capital Committee member fee | $7,500 | Per director program (member) |
| Equity (annual grant – restricted stock or RSUs) | $150,000 | Vests in full on first anniversary; election of RS vs RSUs allowed |
| Appointment award (restricted stock) | ~$75,000 | Granted upon June 2025 appointment; consistent with non-employee director compensation |
| Stock ownership guideline (directors) | $210,000 | Equivalent to 3× annual cash retainer; five-year grace period to comply |
Note: The table reflects the company’s stated non-employee director program; Mr. Smith’s mid-2025 appointment implies pro-ration for cash/fees (not explicitly disclosed), while the ~$75,000 restricted stock appointment grant was specifically disclosed .
Performance Compensation
| Element | Structure | Vesting/Mechanics |
|---|---|---|
| Director equity awards | Time-based restricted stock or RSUs (not performance-linked) | Vests in full on first anniversary of grant; RSUs may be elected and can be deferred for settlement per program |
- Hedging/pledging prohibited for directors under FET’s Insider Trading Policy, reinforcing alignment and risk controls .
Other Directorships & Interlocks
- Appointment process: Standard form indemnification agreement; no arrangements/understandings with other persons for selection as director .
- Related-party transactions: The Company is not aware of any transaction in which Mr. Smith has an interest requiring disclosure under Item 404(a) of Regulation S‑K (as of appointment) .
- Shared directorships with competitors/suppliers/customers: None disclosed in appointment materials .
Expertise & Qualifications
- CPA designation; deep audit and SEC reporting experience from PwC/Arthur Andersen .
- Senior finance leadership (CFO) across land (H&P) and offshore (Atwood) drilling, providing capital markets, M&A, and operational finance depth relevant to Audit and Compensation oversight .
- Assigned directly to Audit and Compensation & Human Capital Committees, signaling board intent to leverage finance, controls, and pay-structure expertise .
Equity Ownership
| Item | Detail |
|---|---|
| Appointment grant | Restricted stock award of approximately $75,000 (June 2025) |
| Beneficial ownership (shares/%) | Not disclosed in the March 14, 2025 ownership table (pre-dates appointment) |
| Ownership guideline | Directors must hold at least $210,000 of FET stock (3× annual cash retainer) within five years |
| Hedging/pledging | Prohibited for all directors/officers/employees |
Governance Assessment
- Board effectiveness signal: Immediate placement on Audit and Compensation committees indicates the board seeks to deepen financial oversight and pay governance with a seasoned CFO/CPA, which is supportive of investor confidence in controls and capital allocation discipline .
- Independence and conflicts: Appointment materials explicitly note independent status and absence of related‑party transactions, reducing conflict risk at onboarding .
- Alignment and incentives: Time-based equity grants, ownership requirements ($210,000 minimum, 3× retainer) and hedging/pledging prohibitions support alignment without introducing performance-metric complexity into director pay .
- Monitoring focus: Track compliance with ownership guidelines over the five-year window and committee contributions (Audit: controls/cyber; Compensation: pay-for-performance) as annual proxies/8‑Ks update attendance and equity holdings; his background suggests strong fit for Audit oversight, but formal “financial expert” designation is board-determined and was identified for specific directors prior to his appointment .
Potential RED FLAGS (none evident at appointment):
- No related-party transactions reported for Mr. Smith at onboarding .
- Director equity is time-based (not options), reducing repricing risk; Company prohibits hedging/pledging and excise tax gross-ups, and maintains clawbacks for executives under Rule 10D‑1, reflecting shareholder‑friendly practices .