John O’Leary
TechnipFMCAbout John O’Leary
Independent director (age 69) serving on TechnipFMC’s board since 2017; Chair of the Compensation & Talent (C&T) Committee. Career includes CEO of Strand Energy (since 2007), prior roles as Partner at Pareto Offshore (2004–2006), President and other roles at Pride International (1997–2004), leadership positions at Forasol‑Foramer (1985–1998), early career as a trader at Irish National Petroleum Corporation and drilling engineer at Total S.A. (from 1980) . The Board affirms his independence under NYSE standards, and all 2024 director nominees (including O’Leary) attended at least 75% of Board and committee meetings in 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strand Energy (Dubai) | Chief Executive Officer | Jan 2007 – Present | Business development in oil & gas . |
| Pareto Offshore ASA (Norway) | Partner | 2004 – 2006 | E&P consulting . |
| Pride International, Inc. | Various roles, most recently President | 1997 – 2004 | Onshore/offshore drilling; acquired Forasol‑Foramer . |
| Forasol‑Foramer N.V. | Vice Chair, Marketing; Development & Partnerships Manager | 1990 – 1998; 1985 – 1989 | Marketing, development/partnerships . |
| Total S.A. | Drilling Engineer | From 1980 | Technical operations . |
| Irish National Petroleum Corporation | Trader | Early career | Trading . |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards (current) | None | — | None disclosed . |
| Public company boards (past 5 years) | None | — | None disclosed . |
Board Governance
- Committee assignments (2024):
- Compensation & Talent Committee (Chair) – 4 meetings in 2024; remit includes director and executive compensation, equity awards, succession planning, inclusion, and preparing the C&T report; O’Leary signed the 2024 and 2025 C&T Committee Reports as Chair .
- Attendance: Each 2024 director nominee attended ≥75% of Board and respective committee meetings in 2023 .
- Independence: Board concluded all non-executive directors, including O’Leary, are independent under NYSE standards; ordinary-course commercial relationships involving companies associated with certain directors (including O’Leary) did not affect independence after ESG Committee review of nature, dollar amounts, and roles (no Item 404 related-party disclosures required for C&T members) .
- C&T interlocks: None; no executive officer of FTI served on another entity’s board or compensation committee where any FTI director served (and vice versa) .
Committee Summary (2024)
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Compensation & Talent (C&T) | Chair (John O’Leary) | 4 | Oversees comp for directors/CEO/officers, equity awards, disclosures, directors’ remuneration policy/report, succession planning, equal opportunity & inclusion . |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 135,000 | — | Includes annual cash retainer, committee fees, and Chair fees . |
| 2023 | 130,000 (100,000 retainer + 30,000 additional) | 2,226 | “All Other” reflects assistance for annual individual U.K. tax preparation, based on utilization . |
Program design reference (2023):
- Annual cash retainer: $100,000; Chair fees: $20,000 (C&T), $25,000 (Audit), $15,000 (ESG); meeting fee: $2,500 per committee meeting; Lead Independent Director fee: $50,000 .
Performance Compensation
| Year | Stock Awards ($) | Valuation Basis | Vehicle | Vesting/Settlement Terms |
|---|---|---|---|---|
| 2024 | 185,000 | Closing price $19.72 on Feb 16, 2024 | RSUs | Forfeited if departure before vest; full vesting on death, disability, or change in control; dividend equivalents accrue; settlement deferred per plan elections . |
| 2023 | 175,000 | Closing price $14.01 on Feb 17, 2023 | RSUs | RSUs vest after one year; settlement on elected date (1–10 years) or upon separation; dividend equivalents accumulate . |
Additional governance features:
- Director share ownership requirement: 5x annual cash retainer; measured over 5 years; all directors met requirements as of Dec 31, 2024 and Dec 31, 2023 .
- No option grants to directors; company does not currently grant new stock options or option-like instruments .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Current other public boards | None . |
| Prior 5-year public boards | None . |
| C&T interlocks/insider participation | None requiring disclosure; no executive officers on other boards with reciprocal ties . |
Expertise & Qualifications
- Significant industry and leadership experience in international oil & gas; strategy, risk management, and M&A expertise; board experience with international operations; deep international exposure in FTI geographies .
Equity Ownership
| As-of Date | Beneficial Ownership (Shares) | Percent of Class | Deferred/Vested-but-not-settled RSUs | Total Outstanding RSUs |
|---|---|---|---|---|
| Mar 3, 2025 | 128,076 | <1% based on 420,571,563 shares outstanding | 105,905 | 114,476 (as of Dec 31, 2024) |
| Mar 4, 2024 | 118,695 | <1% based on 437,135,619 shares outstanding | 9,381 annual RSUs credited to each non‑employee director noted (program description) | Aggregate outstanding director RSUs 736,839 (443,544 vested not settled) as of Dec 31, 2023 (individual totals given elsewhere) |
Notes:
- As of Dec 31, 2024, O’Leary had 105,095 RSUs vested but not settled; as of Mar 3, 2025, deferred shares credited were 105,905 (difference reflects reporting dates/rounding) .
- Directors lack voting/disposition power over RSUs until distribution; RSUs settle on elected dates or upon separation, per plan .
Say‑on‑Pay & Director Vote Support (Investor Signals)
| Meeting Date | Item | For Votes (# / %) | Against Votes (# / %) | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|---|
| Apr 25, 2025 | Election: John O’Leary | 350,079,483 / 99.36% | 2,240,182 / 0.63% | 61,648 | 13,304,319 |
| Apr 26, 2024 | Election: John O’Leary | 366,849,875 / 98.25% | 6,531,880 / 1.74% | 250,650 | 13,915,548 |
| Apr 25, 2025 | U.S. Say‑on‑Pay (2024 NEOs) | 345,968,485 / 98.27% | 6,083,195 / 1.72% | 329,633 | 13,304,319 |
| Apr 26, 2024 | U.S. Say‑on‑Pay (2023 NEOs) | 320,766,949 / 86.01% | 52,150,992 / 13.98% | 714,464 | 13,915,548 |
Additional 2025 items:
- Shareholders supported the 2024 Directors’ Remuneration Report (98.51% For) and set Say‑on‑Pay frequency to annual (98.58% One Year) .
Policies, Conflicts & Related‑Party Considerations
- Hedging/pledging prohibited: Directors, officers, and employees are prohibited from hedging, pledging, short selling, or using options/derivatives on FTI shares; policy designed to align risk with shareholders .
- Independence & related party review: Board reviewed all 2024 commercial relationships involving directors’ associated entities; concluded transactions were ordinary course and did not compromise independence; C&T members (including O’Leary) had no Item 404 relationships requiring disclosure .
Director Compensation Structure Analysis (Mix & Trends)
| Year | Cash ($) | Equity ($) | Total ($) | Mix Notes |
|---|---|---|---|---|
| 2024 | 135,000 | 185,000 | 320,000 | Cash up vs. 2023; equity up to $185k; no “All Other” . |
| 2023 | 130,000 (incl. fees) | 175,000 | 307,226 | Includes $2,226 for U.K. tax preparation assistance; policy uses FW Cook consultant; 5x retainer ownership rule . |
Implications:
- Positive alignment: Larger equity grants and stringent ownership rules; all directors met ownership requirement as of YE 2024 .
- Governance: Use of independent consultant (FW Cook) and capped chair fees/meeting fees suggests balanced, market‑based program .
Governance Assessment
- Strengths
- Independent director; C&T Chair with clear remit and strong disclosure; signed C&T reports in 2024/2025 .
- Robust investor support for O’Leary’s election (99.36% in 2025; 98.25% in 2024) and for Say‑on‑Pay in 2025 (98.27%), indicating investor confidence in board oversight of compensation .
- Alignment mechanisms: 5x retainer ownership guideline met; RSU‑based equity; hedging/pledging prohibited .
- Independence affirmed despite ordinary‑course business relationships; no C&T interlocks or related‑party items requiring disclosure .
- Watch items
- Director equity is time‑based RSUs (not performance‑based); typical for directors but consider optics if equity intensity rises materially versus cash .
- Attendance disclosed only in aggregate (≥75% in 2023 for all nominees); no individual rate disclosed .
- RED FLAGS: None identified (no pledging/hedging, no related‑party loans or Item 404 transactions, strong vote support) .