Bonnie Black
About Bonnie S. Black
Bonnie S. Black, age 53, is an independent Class III director of Innovex International (INVX) since September 2024, after serving on the Legacy Innovex Board from September 2023 to September 2024. She holds a B.S. in Civil Engineering from Texas A&M University, is a registered Professional Engineer (Environmental, Oklahoma), and brings deep E&P, operations, technology, risk management, and regulatory expertise from senior roles at Pioneer Natural Resources; she served on MIT’s UPOP Advisory Board (2017–2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pioneer Natural Resources | EVP, Technology & Operations Support | 2022–Jun 2024 | Led technology and operations support functions |
| Pioneer Natural Resources | SVP, Technology & Operations Support | 2022–2023 | Senior leadership over technology and ops support |
| Pioneer Natural Resources | VP, Drilling | 2019–2022 | Drilling leadership |
| Pioneer Natural Resources | VP, Well Planning & Permitting | 2015–2019 | Regulatory and planning oversight |
| Pioneer Natural Resources | VP, Environmental & Sustainable Development | 2012–2015 | Environmental leadership; sustainability |
| Pioneer Natural Resources | HSE Manager | 2007–2012 | Health, Safety, Environmental operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MIT UPOP Advisory Board | Member | 2017–2024 | Undergraduate Practice Opportunities Program |
Board Governance
- Committee assignments: Compensation Committee member; current members are Jupp (Chair), Black, Lovoi, Turowsky .
- Independence: Board affirmatively determined Ms. Black is independent for Board service and for Compensation Committee membership under SEC standards .
- Attendance: Directors (pre- and post-merger boards) attended at least 75% of Board and committee meetings; independent directors meet in executive session at least quarterly .
- Tenure on INVX board: Class III director since September 2024; previously served on Legacy Innovex Board Sept 2023–Sept 2024 .
- Leadership structure: Split CEO and Chair roles; Chair is John Lovoi; independent chair presides over executive sessions .
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (Grant-date fair value) | Total |
|---|---|---|---|
| 2024 | $39,130 | $218,750 | $257,880 |
- Director fee policy (2024): Chair of Board retainer $175,000; other non-employee directors $75,000; committee chair supplements: Nominating $10,000, Compensation $15,000, Audit $20,000; out-of-pocket expenses reimbursed .
- Stock-in-lieu-of-fees program: Directors can elect restricted stock in lieu of fees with 125% value; awards vest on the first day of the second calendar year following issuance; program under consideration for termination in 2025 .
Performance Compensation
| Equity Award | Grant Date | Units | Vesting Schedule | Notes |
|---|---|---|---|---|
| Continuing RSUs (Legacy Innovex LTIP, assumed by INVX) | Mar 15, 2024 | 12,578 | 1/3 at 6 months post-close; 1/3 at 1st anniversary; 1/3 at 2nd anniversary of the Merger closing, subject to continued service | Grant-date fair value included in 2024 director stock awards |
- No performance-linked metrics disclosed for director equity; RSUs are time-based; directors may also receive restricted stock in lieu of cash fees (125% value) per policy .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Ms. Black beyond INVX .
- Compensation Committee interlocks: Other than Ms. Black’s related-party status via prior employment at a customer (see below), the company disclosed no relationships requiring Item 404 disclosure for Compensation Committee members, and no executive officer served on another company’s board/compensation committee with interlocks in 2024 .
Expertise & Qualifications
- Extensive E&P industry leadership across drilling, well planning, permitting, environmental and sustainable development, and technology/operations support .
- Board qualifications cited: mergers and acquisitions, strategic planning, risk management, and regulatory matters; registered Professional Engineer (Environmental, Oklahoma) .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Bonnie S. Black | 30,379 | <1% | 2,013 common; 4,151 RSUs vesting within 60 days of Mar 18, 2025; 24,215 RSUs vesting after 60 days |
- Director ownership guidelines: 5x annual cash retainer; all directors are in compliance or within the time period to comply (5 years for new directors) .
- Hedging/pledging: Directors prohibited from hedging or pledging company stock; derivatives and monetization transactions barred .
Related-Party Exposure and Independence
- Customer relationship: Pioneer Natural Resources (Ms. Black’s former employer) was a customer; INVX recognized $5.7 million revenue from Pioneer during the related-party period in 2024 .
- Board determination: Transactions deemed ordinary course on standard terms; Ms. Black had no involvement in negotiations; Board concluded the relationship does not compromise her independence and similar future transactions are not expected to do so .
Governance Assessment
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Strengths
- Independent director on Compensation Committee with E&P operational, regulatory, and risk background—useful for aligning incentives and risk oversight .
- Attendance at or above company thresholds; independent director executive sessions held at least quarterly, reinforcing oversight .
- Prohibitions on hedging/pledging and director ownership guidelines support alignment with shareholders .
-
Potential Conflicts / RED FLAGS
- Related-party exposure via Pioneer customer revenue ($5.7 million); while Board concluded independence and ordinary-course treatment, the relationship merits continued monitoring of customer dealings and committee decision-making to avoid perceived conflicts .
-
Alignment Signals
- Majority of 2024 director compensation in equity, plus time-based RSUs with multi-tranche vesting, indicate longer-term alignment, though not performance-conditioned for directors .