Benjamin Fink
About Benjamin M. Fink
Benjamin M. Fink, age 54, is an independent Class III director of Innovex International, Inc. since July 2024 and serves as Chair of the Audit Committee; the Board has determined he is independent and also qualifies under SEC audit committee independence standards, and is designated an “audit committee financial expert.” He holds a B.S. in Economics from the Wharton School and is a CFA charterholder, with senior executive experience at Anadarko and Western Gas entities, and prior public company board leadership and audit oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anadarko Petroleum Corporation | Executive Vice President & Chief Financial Officer | Nov 2018 – Aug 2019 | Senior finance leadership; public company CFO |
| Western Gas Partners, LP (NYSE) and Western Gas Equity Partners, LP (NYSE) | Chairman; President & CEO; SVP & CFO | Chairman: 2018–2019; President & CEO: 2017–2018; SVP & CFO: 2009–2017 | Led listed MLPs; board chair; multi-year CFO; midstream operations and governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Salt Creek Midstream parent companies | Director | Current | Board oversight for Permian midstream platform |
| Zimmer Energy Acquisition Corp. (Nasdaq) | Independent Director; Audit Committee Chair | Jun 2021 – Jun 2023 | Audit leadership at SPAC focused on energy transition |
Board Governance
- Committee assignments: Audit Committee Chair; members: Fink (Chair), Lockhart, Sedita, Lovoi; Fink designated “audit committee financial expert” .
- Independence: Board affirmed Fink (and other non-management directors) are independent; Fink meets SEC audit committee independence standards .
- Attendance and engagement: Following the Merger, the Board met four times and committees met during 2024; each director attended at least 75% of Board and committee meetings; independent directors hold executive sessions at least quarterly .
- Board structure: Independent Chair (John Lovoi); CEO and Chair roles are separated; governance charters and codes posted on the company website .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $75,000 | Standard director retainer |
| Audit Committee Chair fee | $20,000 | Supplemental fee for chair role |
| 2024 fees earned (Fink) | $23,750 | Reflects partial-year service since July 2024 |
| 2024 stock awards (Fink, grant date fair value) | $33,828 | Restricted stock under 2017 Incentive Plan |
- Director stock compensation program: Non-employee directors may elect to receive board/committee fees in restricted stock at 125% of foregone cash; awards vest on the first day of the second calendar year following issuance; program considered for termination in 2025 .
Performance Compensation
| Equity Instrument | Quantity/Value | Vesting/Performance |
|---|---|---|
| Restricted stock outstanding (12/31/2024) | 2,022 shares | Time-based vesting; director election program; no performance metrics disclosed for directors |
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| Any performance-based criteria for director equity (RSUs/PSUs) | Not disclosed; director equity described as time-based |
Other Directorships & Interlocks
| Company | Type | Role | Period |
|---|---|---|---|
| Salt Creek Midstream parent companies | Private | Director | Current |
| Zimmer Energy Acquisition Corp. | Public (Nasdaq) | Independent Director; Audit Chair | 2021–2023 |
| Western Gas Partners, LP; Western Gas Equity Partners, LP | Public (NYSE) | Chairman; President & CEO | 2017–2019 (Chair: 2018–2019) |
- Compensation Committee interlocks: Fink served on the legacy compensation committee during part of 2024 (pre-Merger); company disclosed no Item 404 related-party relationships for compensation committee members (except Ms. Black’s customer relationship noted separately) .
Expertise & Qualifications
- Audit leadership and technical accounting: Former public company CFO; designated audit committee financial expert; extensive SEC-reporting oversight .
- Midstream and energy services experience: Senior roles across upstream/midstream; board experience in energy transition SPAC and Permian midstream .
- Finance and capital markets: Wharton economics degree; CFA charterholder; experience in governance, financial reporting, and risk assessment .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership (shares) | 15,911 | Consists of shares issuable upon vesting of RSUs; not vesting within 60 days of 3/18/2025 |
| Ownership % of outstanding | <1% | Marked “*” less than 1% in proxy table |
| Restricted stock held (12/31/2024) | 2,022 shares | Director restricted stock outstanding |
| Vested vs unvested breakdown | Predominantly unvested RSUs | Footnote indicates holdings are RSUs not vesting within 60 days; restricted stock outstanding separately shown |
| Shares pledged/hedged | Prohibited | Company bans hedging and pledging by directors and executive officers |
| Director ownership guidelines | 5x retainer | Directors expected to hold stock equal to 5× retainer; new directors have 5 years; all directors compliant or within window |
Governance Assessment
- Board effectiveness: Fink’s audit chair role and “financial expert” designation strengthen financial oversight and risk management; attendance expectations met; independent chair structure with regular executive sessions supports oversight quality .
- Independence and conflicts: Board affirmed Fink’s independence; no related-party transactions disclosed involving Fink; major shareholder Amberjack (42.3%) has board nomination rights and corporate opportunity waivers for its designees, but Fink is not identified as an Amberjack designee—conflict risk for Fink appears low though sponsor influence is a structural consideration .
- Compensation and alignment: Fink’s 2024 compensation was modest (partial-year cash fees $23,750 and stock awards $33,828) with time-based equity and ownership guidelines, promoting alignment; hedging/pledging prohibitions further support alignment .
- Signals: The company reported ~98% support on 2024 say‑on‑pay, indicating broad investor confidence in compensation governance; Meridian engaged as independent compensation consultant; both signal disciplined governance processes .
RED FLAGS: None disclosed for Fink specifically (no related-party transactions, no pledging/hedging, independence affirmed). Structural sponsor rights (Amberjack) warrant ongoing monitoring for potential influence on board composition and committee dynamics but do not implicate Fink directly .