Adam Anderson
About Adam Anderson
Adam Anderson, age 49, is Chief Executive Officer (CEO) of Innovex International, Inc. and a Class III director since the September 2024 merger closing; he previously served as CEO of Legacy Innovex from November 2016 and held senior roles at Team Oil Tools and Baker Hughes (MBA Duke; BS Petroleum Engineering, Colorado School of Mines) . In 2024, company net income rose to $140.3M and Adjusted EBITDA to $138.5M, while cumulative TSR fell year-over-year per the Pay vs Performance disclosure, contextualizing a year marked by merger completion and integration . The Board maintains split Chair/CEO roles (independent Chair John Lovoi), and classifies Anderson as non‑independent due to his management position; independent directors meet in executive session at least quarterly .
Past Roles
| Organization | Role | Years | Strategic impact / responsibilities |
|---|---|---|---|
| Innovex International, Inc. | CEO; Class III director | Since Sep 2024 | Leads post‑merger combined company; focus on strategic growth . |
| Innovex Downhole Solutions (Legacy Innovex) | CEO | Nov 2016 – Sep 2024 | Led strategic growth and acquisitions using conventional/innovative/proprietary technologies . |
| Team Oil Tools, LP | Chief Executive Officer | 2014 – 2016 | Led completions products designer/manufacturer/installer . |
| Baker Hughes Company | Multiple senior roles incl. VP Western U.S. Division; President Latin America; VP U.S. Completions; Country Manager Saudi Arabia; VP Investor Relations | 2002 – 2014 | Ran Saudi Arabia operations (3,000+ employees; >$1B revenue); various divisional P&L/operations roles . |
External Roles
No current external public-company directorships or committee roles for Anderson were disclosed in the proxy .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Base Salary | 550,000 | Annual base salary per employment agreement; reviewed by Compensation Committee . |
| Perquisites/Other | 16,097 | Includes auto allowance ($14,400), cell phone reimbursements ($1,200), and insurance premiums ($497) . |
Performance Compensation
Annual cash incentive (2024 design and payout)
| Metric / Component | Weight | Targets | 2024 Actual | Payout |
|---|---|---|---|---|
| H1 2024 Legacy Innovex EBITDA | 50% | EBITDA goal (undisclosed numeric) | Achieved | 50% of target earned . |
| Q4 2024 Adjusted EBITDA | 50% | Threshold $32M (25% of annual target); Target $40M (50% of annual target); linear interpolation | $49M | Paid at 50% of annual target for H2; total CEO bonus $550,000 (100% of annual target) . |
| CEO Target Bonus Opportunity | % of Salary | 2024 Actual Cash Incentive ($) |
|---|---|---|
| 100% of base salary | 100% | 550,000 |
Notes:
- Dril-Quip NEO program (pre-merger) used Adjusted EBITDA (80%) and Free Cash Flow (20%) with a safety modifier; Anderson participated in the Legacy Innovex/combined-company program above .
Long‑term equity – grants and vesting mechanics
| Grant date | Award type | Units | Grant-date fair value ($) | Vesting terms |
|---|---|---|---|---|
| 3/15/2024 | RSUs (Innovex RSUs + “continuing RSUs”) | 50,225 | 1,757,875 | 225 Innovex RSUs vested at merger close; 50,000 “continuing RSUs” converted into INVX shares at 2.0124697 ratio and vest 33⅓% at 6 months post-close, 1st and 2nd anniversaries; next tranche accelerates if terminated without cause . |
2024 equity vesting/realization:
- Stock awards vested: 58,416 shares; value realized $1,015,255 .
- Options exercised: 231,422 shares; value realized $3,327,088 (legacy option conversions per merger mechanics) .
Anticipated 2025 LTI mix (subject to 2025 LTIP approval): 50% time‑based RSUs and 50% performance‑based RSUs tied to relative TSR and ROCE .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (3/18/2025) | 480,265 shares; “<1%” of outstanding . |
| Breakdown | 276,785 owned; 20,139 RSUs vesting within 60 days of 3/18/2025; 183,341 RSUs not vesting within 60 days . |
| Shares outstanding (record date) | 69,368,100 . |
| Stock ownership guidelines | CEO 5x base salary; executives in compliance or within time to comply . |
| Hedging/pledging | Hedging and pledging prohibited for directors and executive officers . |
| 2024 vest/exercise activity | 58,416 shares vested ($1,015,255); 231,422 options exercised ($3,327,088 realized) . |
Potential selling pressure watchpoints:
- “Continuing RSUs” vest 33⅓% at ~6 months post-close (Mar 2025), then on 1st (Sep 2025) and 2nd (Sep 2026) anniversaries; next tranche accelerates upon certain terminations without cause .
- Separately, Amberjack-affiliated funds hold registration rights enabling underwritten/bulk sales, which can affect float/liquidity (shelf S-3 effective Oct 1, 2024) .
Employment Terms
| Provision | Key terms (Anderson Employment Agreement) |
|---|---|
| Effective | New agreement dated March 13, 2024 . |
| Base salary | $550,000 . |
| Target bonus | 100% of base salary . |
| Annual equity from 2025 | Target grant value not less than $2,000,000 per year . |
| Non‑CIC termination (without Cause / for Good Reason) | Cash severance: 2x salary + 2x target bonus, paid over 24 months; 24 months taxable health continuation; vesting credit for 24 months on time‑based awards; performance awards’ time‑based component vests pro‑rata (performance per plan) . |
| CIC “Protected Period” | 60 days before through 12 months after a Change in Control . |
| CIC termination (double‑trigger) | Cash severance: 3x salary + 3x target bonus lump sum; 36 months taxable health continuation; full vesting of time‑based awards; performance awards at target if not otherwise determinable . |
| Death/Disability | 12 months of salary continuation (subject to release) . |
| Restrictive covenants | 2‑year non‑competition and non‑solicitation; perpetual confidentiality . |
| Clawback | Subject to Company clawback policy adopted pursuant to SEC/NYSE rules . |
Disclosed scenario values (as of 12/31/2024; includes estimated equity vesting at $15.88):
| Scenario | Total ($) | Key components |
|---|---|---|
| Without Cause / Good Reason, Not during CEO Protected Period | 5,773,301 | Includes 2x salary and bonus, pro‑rata bonus, 24 months health, and time‑based RSU vesting credit . |
| Without Cause / Good Reason, During CEO Protected Period (CIC) | 7,816,432 | Includes 3x salary and bonus lump sum, 36 months health, full time‑based RSU vesting (and performance at target if applicable) . |
| With Cause / Other than Good Reason / Death or Disability | 613,462 | As disclosed for that scenario . |
Board Governance (director status, committees, independence)
- Board class/tenure: Class III director since September 2024; CEO since merger close .
- Committees: Anderson is not listed as serving on Board committees; Audit chaired by Benjamin Fink; Compensation chaired by Terence Jupp; Nominating & Governance chaired by Carri Lockhart .
- Independence: Not independent due to executive role; Board affirms independence for all other non‑management directors listed .
- Leadership structure: Independent Chair (John Lovoi); Chair/CEO roles are split; independent directors hold regular executive sessions (at least quarterly) .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024 (pre‑ and post‑merger) .
Director Compensation (applicability)
As CEO/director, Anderson does not receive non‑employee director retainers. Non‑employee director fee and equity structures are disclosed separately and exclude executives .
Compensation Structure Analysis (alignment signals)
- Cash vs equity mix: 2024 CEO pay included base salary ($550k), annual cash incentive ($550k), and significant RSU grant ($1.76M), skewing toward equity and at‑risk compensation .
- Annual bonus rigor: 2024 design tied 50% to H1 Legacy Innovex EBITDA (achieved) and 50% to Q4 Adjusted EBITDA with disclosed threshold/target (achieved above target: $49M vs $40M), resulting in 100% payout of annual target .
- Forward LTI design: The Committee contemplates 50% performance RSUs tied to relative TSR and ROCE (with 50% time‑based), increasing explicit performance linkage from 2025 onward (subject to 2025 LTIP approval) .
- Say‑on‑Pay: Prior program received ~98% support, indicating strong shareholder endorsement .
- Hedging/pledging/clawback: Prohibitions and clawback policy in place under Rule 10D‑1 and NYSE standards .
Related Party Transactions (governance red flags)
- 2024 purchases of ~$515,900 from Centergenics LLC, co‑owned by CEO’s father, were disclosed under related person transactions; the Board’s policy requires Nominating & Governance Committee review for such transactions .
Performance & Track Record
- Strategic execution: Anderson “led Legacy Innovex by focusing on strategic growth and acquisitions” prior to the merger and brings extensive oilfield services operating experience (Baker Hughes divisions; 3,000+ employees and >$1B revenue in Saudi Arabia operations) .
- 2024 results context (company-level): Net income $140.3M and Adjusted EBITDA $138.5M; cumulative TSR metric in the Pay vs Performance table decreased to $29.78 from $49.61 (value of $100 investment), while peer group TSR also declined .
- Pay vs performance disclosure shows “compensation actually paid” to the PEO consistent with policy and merger year effects; for Anderson, $1,777,490 under SEC 402(v) methodology for 2024 .
Compensation Peer Group (benchmarking)
- 2025 peer set used by Meridian includes 13 oilfield services/equipment companies (e.g., Core Laboratories, Cactus, KLX Energy Services, Oceaneering, Oil States, TETRA Technologies, Tidewater), aimed at size/industry comparability; used for evaluating salary/LTI positioning .
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory vote support: ~98% in favor of executive compensation; the Committee maintained approach given strong support .
Equity Compensation Plan/Overhang Context (for alignment and dilution)
- Seeking approval of 2025 LTIP for up to 5,000,000 shares; anticipated to provide ~5 years of capacity at current grant practices; expected overhang post‑adoption ~7.2% (fully diluted) .
- 2022–2024 burn rates of 1.75%, 1.55%, and 0.23% respectively .
Risk Indicators & Red Flags (monitor)
- Related-party transactions (Centergenics LLC) linked to CEO’s family .
- Concentrated sponsor ownership/board designation rights (Amberjack) with registration rights enabling large sales; governance/standstill protections disclosed .
- Pledging/hedging prohibited for executives (mitigates alignment risks) .
- Clawback policy adopted per SEC/NYSE rules (mitigates recoupment risk) .
Investment Implications
- Alignment: Anderson’s package features substantial at‑risk/equity components, with future LTIs expected to be 50% performance‑based on relative TSR/ROCE—favorable for pay‑for‑performance alignment if targets are rigorous .
- Near‑term supply dynamics: Time‑based RSU tranches tied to the merger close (6 months/1 year/2 years) may create periodic selling pressure windows; 2024 option exercises and vesting also indicate potential liquidity events around blackout windows .
- Retention/continuity: Strong double‑trigger CIC protections (3x cash; 36 months benefits; full time‑based equity vest) and 2‑year non‑compete/non‑solicit reduce CEO transition risk but increase potential CIC costs; outside CIC, 2x cash and 24‑month vesting credit provide retention and predictable cost envelope .
- Governance watch: Related‑party procurement and sponsor rights merit ongoing monitoring; split Chair/CEO, committee independence, and executive-session practices partially mitigate dual‑role concerns (CEO/director non‑independent) .