Jason Turowsky

About Jason Turowsky

Jason Turowsky, age 45, is a Class I independent director of Innovex International, serving since September 2024; he previously served on the Legacy Innovex board from March 2021 to September 2024. He is Co‑Managing Partner of Amberjack and holds a BA in Economics from the University of Pennsylvania. He is a member of the Compensation Committee and was selected for his investment experience in energy services and governance/finance expertise . The Board affirmatively determined his independence (including eligibility for Compensation Committee membership) under NYSE and SEC rules .

Past Roles

External Roles

• Other public company directorships for Turowsky are not disclosed in the proxy; none identified .

Board Governance

• Committee memberships: Compensation Committee member; Chair is Terence Jupp. Audit Committee: Fink (Chair), Lockhart, Sedita, Lovoi. Nominating & Governance: Lockhart (Chair), Lovoi, Sedita .
• Independence: Board determined Turowsky and all non‑management directors (except the CEO) are independent; Turowsky qualifies for Compensation Committee independence standards under SEC rules .
• Attendance: Following the merger, the Board held four meetings in FY2024; each director attended at least 75% of Board and committee meetings held during the year. Independent directors meet in executive session at least quarterly .
• Leadership: Split Chair and CEO roles with independent Board Chair (Lovoi). Independent director executive sessions strengthen oversight .

Fixed Compensation

• Structure: Non‑employee chair annual fee $175,000; other non‑employee directors annual fee $75,000; chair fees: Nominating & Governance $10,000, Compensation $15,000, Audit $20,000. Directors may elect restricted stock in lieu of cash at 125% of cash value; stock ownership guideline is 5x annual cash retainer, with new directors expected to comply within 5 years, and all directors currently compliant or within the time period .
• FY2024 compensation (partial year for Turowsky):

Performance Compensation

• Director equity: Annual director equity awards are permitted, and directors can receive restricted stock in lieu of fees at 125% value; no director‑specific performance metrics are disclosed .
• Plan features: 2025 LTIP (effective May 14, 2025) authorizes up to 5,000,000 shares; aggregate annual cap for any non‑employee director of $1,000,000; no option/SAR repricing without shareholder approval; clawback applies to all awards .
• Executive metrics (context): For 2025, the Compensation Committee is contemplating 50% time‑based and 50% performance‑based RSUs for executives tied to relative TSR and ROCE (contingent on 2025 LTIP approval) .

Other Directorships & Interlocks

• Amberjack governance rights: Under the Stockholders Agreement (Sept 6, 2024), Amberjack can designate 1–4 directors depending on ownership thresholds, has meeting attendance rights for a representative during the standstill period, and receives access to books/records and management discussions; company agrees to elect the CEO director and designated Amberjack designees .
• Board interlock: Will Donnell (Amberjack Managing Director) appointed Class II director on March 3, 2025 with standard non‑employee compensation; appointment references the Stockholders Agreement .
• Corporate opportunities waiver: The company renounces expectancy in business opportunities of Amberjack “Covered Persons,” indemnifies them, and permits competitive activities by Amberjack affiliates, including Amberjack designees serving on the Board—material conflict waiver under DGCL to the fullest extent permitted .

Expertise & Qualifications

• Qualifications: Significant investment experience in energy services; governance, finance, financial reporting, and risk assessment expertise; BA in Economics, University of Pennsylvania .

Equity Ownership

• Beneficial ownership (record date March 18, 2025): 29,369,822 shares, representing 42.3% of outstanding shares; attributed to Amberjack Capital Partners L.P. and affiliated funds. By virtue of his position as Co‑Managing Partner of Amberjack Management, LLC, Turowsky may be deemed to control voting/dispositive power and therefore beneficially own such shares; address: 4400 Post Oak Parkway, Suite 2760, Houston, TX 77002 .
• Shares outstanding at record date: 69,368,100 .
• Hedging/pledging: Directors and executive officers are prohibited from hedging and pledging company stock .
• Director stock ownership guidelines: 5x annual cash retainer; all directors compliant or within the compliance period .
• Recent insider transactions: No Form 4 transactions for “Turowsky” were identified for INVX between 2024‑09‑01 and 2025‑11‑20 using the insider‑trades skill.

Say‑on‑Pay & Shareholder Feedback

• 2025 Annual Meeting (May 14, 2025) results:

Related Party Transactions (Context)

• Registration Rights Agreement (Sept 6, 2024): Company obligated to provide shelf and demand registrations and cooperate with underwritten offerings/block trades for Amberjack affiliates; Form S‑3 effective Oct 1, 2024 (No. 333‑282178) .
• Stockholders Agreement (Sept 6, 2024): Amberjack designation rights, access and board attendance rights, standstill restrictions, and 180‑day transfer restrictions post‑closing .

Governance Assessment

• Strengths: Independent director status confirmed; strong shareholder support for his election (99.3% of votes cast for) and say‑on‑pay approval; robust hedging/pledging prohibitions; clear director stock ownership guidelines and widespread compliance; independent Chair structure and regular executive sessions support board oversight .
• Risk indicators/RED FLAGS:
  • Concentrated ownership and control influence: Turowsky may be deemed beneficial owner of 42.3% via Amberjack; Amberjack has formal nomination rights and board attendance/access rights, which can shape governance dynamics .
  • Corporate opportunities renunciation: Company waives expectancy in Amberjack affiliates’ opportunities and indemnifies “Covered Persons,” elevating potential conflict risk if competitive or overlapping opportunities arise .
  • Liquidity overhang mechanics: Registration rights facilitating large block trades could create market overhang risk; coordination with underwriters and block trades is supported by the agreement .
• Engagement/attendance: Board/committee attendance thresholds met in FY2024; independent sessions at least quarterly, indicating baseline engagement .
• Compensation alignment: Director pay modest and primarily fixed; equity elections in lieu of cash encourage ownership but no performance‑tied director metrics disclosed; 2025 LTIP includes clawback and no‑repricing protections .

Overall, while Turowsky’s independence is formally affirmed and shareholder support is strong, Amberjack’s governance rights and corporate opportunity waiver introduce structural conflict risks that investors should monitor, especially in transactions involving Amberjack‑related entities or potential dispositions under the registration rights .