Angie Sedita
About Angie Sedita
Angie Sedita, 55, is an independent Class II director of Innovex International (INVX) since September 2024, after serving on the Legacy Innovex board from December 2022 to September 2024. She sits on the Audit Committee and the Nominating & Governance Committee; she is NACD Directorship Certified and brings nearly 30 years of financial markets experience covering the energy sector, including senior equity research roles at Goldman Sachs, UBS, Macquarie, Lehman Brothers, and A.G. Edwards. She holds an MBA from Saint Louis University and a BS in Business Administration from the University of Missouri. The Board determined she is independent (including audit-committee independence) under NYSE and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs & Co. | Managing Director, Lead Equity Analyst (OFS & Contract Drilling) | 2018–2021 | Covered oilfield services/contract drilling; capital markets insight |
| UBS | Managing Director, Senior Equity Analyst (Energy) | 2009–2018 | Sell-side leadership across energy coverage |
| Macquarie Capital | Senior Equity Analyst — Managing Director | 2008–2009 | Energy research/markets |
| Lehman Brothers Inc. | Senior Equity Analyst — Senior Vice President (Energy) | 2000–2008 | Energy sector coverage |
| A.G. Edwards (now Wells Fargo) | Energy Equity Analyst | 1992–1999 | Early-career sector coverage |
External Roles
- No other current public company directorships are disclosed for Ms. Sedita in the 2025 proxy.
Board Governance
| Governance Attribute | Detail |
|---|---|
| Board class/tenure | Class II director; on INVX board since Sep 2024; prior Legacy Innovex board service Dec 2022–Sep 2024 |
| Committees | Audit Committee member; Nominating & Governance Committee member |
| Independence | Independent director; also meets SEC audit committee independence standards |
| Attendance | All directors (pre- and post-merger) attended ≥75% of board and applicable committee meetings in 2024 |
| Executive sessions | Independent directors meet in executive session at least quarterly |
| Board structure | Independent Chair (John Lovoi); separate CEO and Chair roles |
| Upcoming committee stability watch | Nominating & Governance Chair (Carri Lockhart) gave notice to resign effective Mar 2, 2026, which may trigger committee realignment |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $75,000 (program level) | Standard INVX non-employee director annual fee |
| Chair fees (program level) | Audit Chair $20k; Comp Chair $15k; N&G Chair $10k | Ms. Sedita is not a chair |
| Fees earned or paid in cash (2024 actual) | $39,130 | Reported for Ms. Sedita in 2024 |
| Stock ownership guideline | 5x annual cash retainer; 5-year compliance window for new directors; board in compliance or within window | |
| Hedging/pledging policy | Directors prohibited from hedging or pledging company stock |
Performance Compensation
| Award Type | Grant/Reference Date | Shares/Units | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Continuing RSUs (Legacy Innovex LTIP; assumed by INVX) | Mar 15, 2024 | 12,578 | $218,750 | Vests in three equal installments: six months after the Sep 6, 2024 closing (Mar 6, 2025), on the first anniversary (Sep 6, 2025), and the second anniversary (Sep 6, 2026), subject to continued board service |
| Director stock-in-lieu program (structure) | Program feature | N/A | 125% stock value for fees elected in stock | Directors may elect fees in restricted stock (125% of cash); Compensation Committee considering terminating program for 2025 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No other current public company boards disclosed for Ms. Sedita in the proxy |
- Compensation Committee Interlocks: 2024 interlocks disclosed do not involve Ms. Sedita; no Item 404 related-party relationships noted for her.
Expertise & Qualifications
- Nearly 30 years in energy equity research with Goldman Sachs (Lead Analyst), UBS (MD), Macquarie, Lehman Brothers, and A.G. Edwards; NACD Directorship Certified.
- Education: MBA (Saint Louis University); BS, Business Administration (University of Missouri).
- Selected for board due to significant professional expertise in financial markets covering energy sectors.
Equity Ownership
| Measure (as of Mar 18, 2025 unless noted) | Amount |
|---|---|
| Total beneficial ownership (shares/units) | 24,416 (less than 1% of shares outstanding) |
| Common shares owned | 74 |
| RSUs vesting within 60 days | 4,150 |
| RSUs not vesting within 60 days | 20,192 |
| Restricted stock outstanding at Dec 31, 2024 | 12,578 |
| Director stock ownership guideline status | Board discloses all directors are compliant or within five-year window |
Governance Assessment
-
Strengths:
- Independence affirmed by the Board; qualifies under SEC audit committee standards, supporting robust oversight.
- Material financial acumen and sector expertise from senior sell-side roles, aligned with strategy and risk oversight needs.
- Positive alignment structures: ownership guidelines (5x retainer), stock-in-lieu program (125% value), and anti-hedging/pledging policy.
- Attendance expectations met (≥75% across directors in 2024), with regular executive sessions of independent directors.
-
Watch items / potential risk context:
- Board control dynamics: Amberjack’s nomination rights (up to four directors depending on ownership) warrant continued monitoring of independent oversight, though Ms. Sedita herself is independent.
- Committee continuity: N&G Chair’s announced resignation effective March 2, 2026 may prompt committee leadership changes affecting governance workflows.
- Director stock-in-lieu program under consideration for termination in 2025 could modestly reduce equity alignment via fee elections (offset by ongoing equity grants and guidelines).
-
Related-party and red flags:
- No related-party transactions disclosed for Ms. Sedita; company discloses related-party items for others and maintains a formal review policy.
- No hedging or pledging permitted for directors, mitigating misalignment risk.
- Say-on-Pay environment positive (98% support in 2024), indicating broader shareholder alignment with compensation practices.
RED FLAGS: None specific to Ms. Sedita were disclosed (no Item 404 related-party transactions; no attendance shortfall noted; no hedging/pledging). Continue monitoring board nomination dynamics tied to Amberjack and N&G leadership transition timing.