John Yearwood
About John Yearwood
Independent director at TechnipFMC plc (FTI), age 65, serving since 2019, with extensive operating and financial leadership in oilfield services across Schlumberger and Smith International. Currently sits on the Compensation & Talent (C&T) and Environmental, Social & Governance (ESG) committees; attended 100% of Board and committee meetings in 2024; affirmatively determined independent under NYSE standards despite ordinary-course commercial relationships between TechnipFMC and entities where he serves as director/executive .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smith International, Inc. | President, CEO & COO | 2009–Aug 2010 (merged with Schlumberger) | Led a major drilling services/product manufacturer through merger |
| Schlumberger Limited | President, North & South America Oilfield Services | 2004–2006 | Regional operations leadership |
| Schlumberger Limited | VP Finance, WesternGeco & OFS Controller | 2000–2004 | Finance leadership; controls |
| Schlumberger Limited | VP Marketing | 1999–2000 | Commercial/market strategy |
| Schlumberger/Dowell Schlumberger JV | Various management/technical roles | Early career | Operations/technology foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nabors Industries Ltd. | Director | Current | Oilfield services; potential ordinary-course commercial ties to FTI (Board reviewed independence) |
| Vast Renewables Limited | Director | Current | Energy transition/renewables |
| Nabors Energy Transition Corp (merged into Vast Renewables) | Director (prior 5 years) | Prior | SPAC affiliate of Nabors; transaction completed via merger |
Board Governance
- Committee memberships and meetings:
- Compensation & Talent Committee: Member; 4 meetings in 2024 .
- ESG Committee: Member; 4 meetings in 2024 .
- Attendance and engagement:
- 100% attendance for Board and respective committee meetings in 2024; attended 2024 AGM .
- Independence and conflicts:
- Board determined Yearwood is independent under NYSE standards; Board reviewed ordinary-course commercial relationships with firms where Yearwood serves and found no impact on independence; no related-person transactions >$120,000 since start of 2024 .
- Committee responsibilities relevant to investor confidence:
- C&T: Director/exec compensation, equity awards, remuneration policy, succession, inclusion strategy .
- ESG: Governance/sustainability oversight, compliance program, nominations/independence, committee/Lead Independent Director recommendations, annual Board/committee evaluations .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $105,000 | Standard director cash retainer |
| Committee member fees | $20,000 | $2,500 per committee meeting; C&T (4) + ESG (4) = 8 meetings × $2,500 |
| Total fees earned in cash | $125,000 | Retainer + committee fees (no chair fees) |
| Other cash/benefits | $0 | No “All Other Compensation” reported for Yearwood in 2024 |
Performance Compensation
| Equity Element (2024) | Value | Vesting & Settlement | Notes |
|---|---|---|---|
| Annual RSU grant | $185,000 | Vests after one year of service; settlement date elected by director (1–10 years post-grant or upon separation); elections irrevocable after Dec 31 prior to grant year | RSUs valued using $19.72 closing price on Feb 16, 2024 (SEC/FASB ASC 718) |
| Options/PSUs (director) | Not granted | N/A | Director program uses RSUs; no director options indicated; company does not currently grant new stock options broadly |
Other Directorships & Interlocks
| Company | Relationship to FTI | Interlock/Transaction Notes |
|---|---|---|
| Nabors Industries Ltd. | Potential customer/supplier overlap | Board reviewed 2024 commercial relationships involving directors (including Yearwood); deemed ordinary-course; independence unaffected |
| Vast Renewables Limited | Potential partner in energy transition | Not specifically cited; general independence affirmed |
Expertise & Qualifications
- Executive management in global oilfield services; technology, strategy, governance, and M&A expertise; E&P knowledge; international operating exposure in FTI markets .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (as of Mar 3, 2025) | 108,019 shares; <1% of outstanding | Includes deferred RSUs credited under director plan |
| Deferred RSUs credited (vested but not settled) | 21,929 | Included in beneficial ownership table for directors; no voting/disposition power until distribution |
| Outstanding RSUs (total) at Dec 31, 2024 | 31,310 | Director-level totals disclosed |
| RSUs vested but not settled (subset) | 21,929 | Matches deferred RSUs credited |
| Stock ownership guideline | 5× annual cash retainer; met by all directors as of Dec 31, 2024 | Applies to Ordinary Shares and RSUs with beneficial interest |
| Hedging/pledging | Prohibited for directors/officers/employees under Insider Trading Compliance Policy | No pledging disclosed in ownership tables |
Governance Assessment
- Positive indicators:
- Independence affirmed despite ordinary-course counterpart relationships; ESG Committee conducts annual independence review and leads Board/committee evaluations .
- Full attendance in 2024; active roles on C&T and ESG—both central to pay governance, succession, compliance, and sustainability oversight .
- Director pay mix balanced (cash + RSUs), aligned with ownership requirements (5× retainer), and no hedging/pledging allowed—supports alignment .
- Broader governance practices include majority vote standard, regular executive sessions of independent directors, and fully independent key committees .
- Shareholder engagement is robust; recent say-on-pay support at 86% demonstrates general approval of compensation governance framework .
- Watch items:
- Ordinary-course commercial relationships exist between FTI and companies where Yearwood serves (e.g., Nabors); currently vetted and independent, but continue monitoring for materiality changes or related-party thresholds .
- Director equity is time-based RSUs (not performance-based); while common, investors should monitor overall Board equity mix versus performance conditioning for alignment signals .
- RED FLAGS:
- None disclosed: No related-person transactions above $120,000; no compensation committee interlocks; no hedging/pledging; directors met ownership guidelines; 100% attendance .
Overall, Yearwood’s extensive operating and financial background and active participation on C&T and ESG strengthen Board effectiveness in compensation oversight, sustainability governance, and director independence processes, with no material conflicts disclosed to date .