Carri Lockhart
About Carri Lockhart
Carri Lockhart, age 53, is an independent Class I director of Innovex International, Inc. since March 2022. She chairs the Nominating and Governance Committee and serves on the Audit Committee. Previously she held senior executive roles at Equinor focused on technology, digital, innovation, and international operations, following 20+ years at Marathon Oil; she holds a B.S. in petroleum engineering from Montana Technological University . The Board affirmatively determined she is independent, including meeting enhanced audit committee independence requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Equinor ASA | EVP, Technology, Digital & Innovation | Jun 2021–Mar 2022 | Led energy transition, innovation, and digital initiatives |
| Equinor ASA | SVP – Development & Production International Portfolio and Partner Operations | Aug 2018–Jun 2021 | Oversight of international portfolio and partner operations |
| Equinor ASA | SVP – Development Production Offshore US (incl. Mexico offshore) | May 2016–Aug 2018 | Offshore US/Mexico development leadership |
| Marathon Oil Company | Various management, operational, technical positions; Regional VP (Eagle Ford, Bakken, UK) | ~1990s–2016 | Domestic and international operating leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| The Williams Companies, Inc. | Director | Current | Not disclosed in INVX proxy |
| Ascent Resources, LLC | Director | Current | Not disclosed in INVX proxy |
Board Governance
- Committee assignments: Audit Committee member; Chair, Nominating & Governance Committee .
- Independence: Board determined Ms. Lockhart is independent; she meets audit committee independence standards .
- Attendance: Directors (pre- and post-merger) attended at least 75% of Board and committee meetings held during 2024; independent directors meet in executive session at least quarterly .
- Election results (signal): At the May 14, 2025 Annual Meeting, she was re-elected with 56,679,853 For vs 5,447,857 Against, higher opposition than other nominees (e.g., Jupp: 932,321 Against; Turowsky: 411,636 Against) .
- Upcoming transition: On Nov 5, 2025, Ms. Lockhart notified the Board of her decision to resign effective Mar 2, 2026; not due to any disagreement with the Company .
- Majority voting: INVX bylaws use majority voting in uncontested elections with advance resignation procedures, strengthening accountability .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $75,000 | Program rate for 2024 |
| Nominating & Governance Committee chair fee | $10,000 | Applicable to Lockhart as Chair |
| Audit Committee chair fee | $20,000 | Not applicable; Audit Chair is Benjamin M. Fink |
| Compensation Committee chair fee | $15,000 | Not applicable to Lockhart |
| One-time strategic transaction committee fee | $50,000 (Mar 18, 2024) | For evaluating the Merger |
| Fees Earned or Paid in Cash (2024) | $127,250 | Reflects elections to take fees in stock (see footnote) |
| Expense reimbursement | — | Directors reimbursed for out-of-pocket expenses |
Director Stock Compensation Program: Non-employee directors may elect restricted stock in lieu of cash for Board/committee fees (in 25% increments) at 125% of cash value; awards vest on the first day of the second calendar year following issuance. Each non-employee director other than Ms. Schwetz elected all or a portion in stock during 2024; Compensation Committee is considering terminating the program for 2025 .
Performance Compensation
| Item | Detail |
|---|---|
| Restricted stock granted to Lockhart in 2024 | 11,164 shares; grant-date fair value $244,363 |
| Merger-linked award vesting | 6,300 restricted shares granted Mar 18, 2024 vested upon consummation of the Merger |
| Director stock program vesting | Awards for fees-in-stock vest at start of second calendar year following issuance |
| Performance metrics tied to director pay | None disclosed; director equity is time-based restricted stock (no performance conditions) |
Other Directorships & Interlocks
| Entity | Relationship to INVX | Notes |
|---|---|---|
| The Williams Companies, Inc. | Customer/supplier status not disclosed | No related-party transactions disclosed involving Lockhart |
| Ascent Resources, LLC | Customer/supplier status not disclosed | No related-party transactions disclosed involving Lockhart |
Related person transactions disclosed for 2024 involved Centergenics LLC (CEO’s father co-owner) and Pioneer Natural Resources (Bonnie Black prior employment/customer revenue), with Board review and independence conclusion; no Lockhart-related transactions disclosed .
Expertise & Qualifications
- Petroleum engineering degree (Montana Technological University) .
- Executive experience in energy transition, innovation, and digital; deep operational leadership in upstream across US and international geographies .
- Board leadership as Nominating & Governance Chair overseeing director selection, board effectiveness, and governance guidelines; authority to engage third-party consultants .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Total beneficial ownership (Mar 18, 2025) | 40,009 shares; <1% of outstanding | Less than 1% |
| Common shares | 24,535 | Direct ownership |
| RSUs (not vesting within 60 days) | 15,474 | Unvested units beyond 60 days |
| Restricted stock outstanding at 12/31/2024 | 1,809 shares | Includes fees-in-stock awards; pre-merger RS held by Dril-Quip directors vested at Merger |
| Director ownership guideline | 5x annual cash retainer ($75k) | Expected within 5 years |
| Guideline compliance | All directors in compliance or within period to comply | |
| Hedging/Pledging | Prohibited for directors and executive officers | |
| Shares pledged as collateral | None (prohibited by policy) |
Governance Assessment
- Strengths:
- Independent director with audit-committee eligibility; chairs Nominating & Governance—a strong governance signal .
- Attendance ≥75% and regular executive sessions support board effectiveness .
- Compensation mix includes equity via fees-in-stock program (125% uplift), reinforcing ownership alignment; complies with 5x retainer guideline .
- No Lockhart-related party transactions disclosed; Compensation Committee interlocks show no Item 404 relationships (other than a different director) .
- Watch items:
- Shareholder vote showed relatively higher opposition to Lockhart (5.45M Against) versus other nominees—monitor sentiment and engagement .
- Announced resignation effective Mar 2, 2026 implies upcoming succession needs at Nominating & Governance and Audit Committees; transition planning advisable .
- Director stock compensation program under review for termination in 2025 could alter equity alignment mechanics .
Say-on-Pay (context): 2025 advisory vote on NEO compensation approved (61,144,032 For; 966,601 Against), indicating broad investor support for pay practices .