John Lovoi
About John V. Lovoi
John V. Lovoi, age 64, is the independent Chair of the Board of Innovex International (INVX), serving as a Class II director since May 2005 and Chair since October 2011. He is Managing Partner of JVL Advisors LLC (since 2002), with prior senior roles at Morgan Stanley (head of Global Oil & Gas Research and later Investment Banking, 2000–2002), Baker Hughes (senior financial executive, ~2 years), and Credit Suisse First Boston (energy investment banker, ~4 years). He holds a BS in Chemical Engineering (Texas A&M) and an MBA (University of Texas) . The Board has affirmatively determined he is independent, and he also meets the heightened independence standards for audit and compensation committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JVL Advisors LLC | Managing Partner | 2002–Present | Private energy investment; financial expertise applied to board leadership |
| Morgan Stanley | Managing Director; Head of Global Oil & Gas Research; later Head of Global Oil & Gas Investment Banking | 1995–2002 (analyst 1995–2000; MD 2000–2002) | Led coverage and investment banking for oil & gas globally |
| Baker Hughes | Senior financial executive | ~2 years (pre-1995) | Corporate finance/operations exposure within OFS ecosystem |
| Credit Suisse First Boston | Energy investment banker | ~4 years (pre-1995) | M&A and capital markets transactions in energy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Helix Energy Solutions Group | Director | Not disclosed | Public energy services company; serves on board |
| Epsilon Energy, Ltd. | Chair of the Board | Not disclosed | Canada-based oil & gas company; board chair |
Board Governance
- Roles and committees: Chair of the Board since Oct 2011; member of Audit, Compensation, and Nominating & Governance Committees .
- Independence: Board determined Mr. Lovoi is independent; also independent under heightened SEC/NYSE standards for audit and compensation committees .
- Leadership structure: Innovex separates Chair and CEO; independent chair presides over executive sessions of non-management directors .
- Attendance: All directors (including Mr. Lovoi) attended at least 75% of Board and relevant committee meetings in 2024 .
- Committee cadence (2024): Post-merger, Audit (1 meeting), Compensation (2), Nominating & Governance (1); pre-merger, Audit (5), Compensation (2), Nominating & Governance (1) .
- Stockholder engagement and governance disclosures hosted on investor website (charters, code, guidelines) .
Fixed Compensation (Director)
| Component | Amount/Detail | Period/Date | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash (Lovoi) | $282,500 | FY2024 | Includes cash fees; directors could elect equity in lieu of cash (aggregate data) |
| One-time strategic transaction committee fee (Lovoi) | $100,000 | Mar 18, 2024 | For service on Dril-Quip strategic transaction committee evaluating the merger |
| Non-employee Chair annual retainer | $175,000 | FY2024 | Policy post-merger; other non-employee directors $75,000 |
| Committee chair supplemental fees | $10,000 (N&G), $15,000 (Comp), $20,000 (Audit) | Effective post-merger in 2024 | Chair-only supplements; membership fees not specified |
| Director stock fees program | 125% value if elect equity in lieu of cash (25% uplift) | Ongoing; 2025 termination under consideration | Most non-employee directors elected equity for 2024; committee considering ending program for 2025 |
Note: The FY2024 cash fee figure for Mr. Lovoi likely includes the chair retainer and other fee elements, plus the $100,000 strategic transaction fee .
Performance Compensation (Director Equity)
| Equity Item | Detail | Vesting/Timing | Accounting/Value |
|---|---|---|---|
| 2024 Restricted Stock granted (Lovoi) | 12,241 shares | Mix includes annual grant, incremental equity from fee elections, and March 18, 2024 special grant | Grant-date fair value $267,564 |
| Special restricted stock grant tied to merger | 6,300 shares to each of Lovoi, Jupp, Lockhart, Schwetz | Vested upon consummation of the merger | Granted Mar 18, 2024 |
| Director stock fee program vesting | Equity taken in lieu of cash vests fully on first day of second calendar year after issuance | Quarterly awards; 125% of foregone cash | Program aligns director/shareholder interests |
| Restricted stock outstanding at 12/31/2024 (Lovoi) | 1,862 shares | As of year-end | Outstanding balances disclosed |
Other Directorships & Interlocks
- Current public boards: Helix Energy Solutions Group (director); Epsilon Energy, Ltd. (board chair) .
- Compensation committee interlocks: Company disclosed no Item 404 relationships for compensation committee members in 2024 other than Ms. Black’s related-person context; none noted for Mr. Lovoi .
- Peer group overlap: Helix Energy Solutions Group was included in Innovex’s executive compensation peer group analyses, creating a potential benchmarking interlock (not an SEC “interlock”) to monitor .
Expertise & Qualifications
- Financial and energy expertise: Recognized financial expert in energy from senior roles at Morgan Stanley and as an investment professional; contributes energy industry insight .
- Education: BS Chemical Engineering (Texas A&M); MBA (University of Texas) .
- Committee eligibility: Meets additional independence standards for audit and compensation committee service .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (Lovoi) | 95,962 shares; <1% of outstanding | Less than 1% indicated by “*” |
| Common stock held (Lovoi) | 80,379 shares | Direct ownership component |
| RSUs not vesting within 60 days (Lovoi) | 15,583 units | Excluded from 60-day count for % purposes |
| Restricted stock outstanding at 12/31/2024 | 1,862 shares | Separate from RSUs |
| Director ownership guideline | 5x annual cash retainer (Chair measured vs non-chair retainer); 5-year compliance window | Company states all directors are compliant or within time allowance |
| Hedging/pledging | Prohibited for directors and executive officers | No hedging, monetization, or pledging allowed |
Governance Assessment
-
Strengths
- Independent Board Chair with separate CEO/Chair roles; presides over regular executive sessions, supporting independent oversight .
- Triple-committee service (Audit, Compensation, N&G) and heightened independence qualification signal governance credibility and broad engagement .
- Attendance at or above 75% in 2024; robust meeting cadence around merger integration .
- Ownership alignment via stock fee election program and director ownership guidelines; company reports compliance or on-track status .
- Strong recent say-on-pay support (~98% approval in 2024), indicating general investor confidence in compensation governance (executive program signal) .
-
Watch items
- Long tenure (director since 2005; Chair since 2011) can raise perceived independence/refreshment concerns despite formal independence .
- One-time strategic transaction committee cash fee ($100,000) and special merger-related grants (6,300 shares) are transaction-related but merit monitoring for ongoing pay-setting optics .
- Amberjack stockholder rights (board designation, access, standstill, and corporate opportunity waivers for Amberjack designees) may influence board dynamics; while not specific to Mr. Lovoi, this is a structural factor to track for potential conflicts among Amberjack-affiliated directors .
No related-party transactions were disclosed for Mr. Lovoi; the proxy reported none for compensation committee members aside from Ms. Black’s customer relationship context (deemed not compromising independence) .
Director Compensation (Detail)
| Metric | FY2024 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Lovoi) | $282,500 | Includes chair retainer and other fee elements; directors could elect equity in lieu of cash |
| Stock Awards (Lovoi) | $267,564 | Aggregate grant-date fair value of 2024 restricted stock (incl. special merger grant) |
| Total (Lovoi) | $550,064 | Sum of cash and stock awards |
Committee Assignments (Current)
| Committee | Role | Notes |
|---|---|---|
| Audit | Member | Audit chair is Benjamin Fink; Lovoi qualifies under heightened independence |
| Compensation | Member | Committee chaired by Terence Jupp |
| Nominating & Governance | Member | Committee chaired by Carri Lockhart |
Attendance and Meetings (2024)
| Body | Pre-Merger Meetings | Post-Merger Meetings | Notes |
|---|---|---|---|
| Board | 8 | 4 | All directors attended ≥75% of meetings; Board also acted by written consent (5 pre, 3 post) |
| Audit | 5 | 1 | |
| Compensation | 2 | 2 | |
| Nominating & Governance | 1 | 1 |
Say-on-Pay and Policies
- Say-on-pay support: ~98% approval at 2024 annual meeting; company maintaining approach (executive program signal) .
- Codes/policies: Code of Conduct; Anti-Bribery; Majority voting with advance resignation; stringent hedging/pledging prohibitions for directors/officers .
Summary Signals for Investors
- Independent chair with deep energy finance/operations background and active, multi-committee engagement supports board effectiveness during post-merger integration .
- Equity alignment mechanisms for directors are meaningful; however, the prospective end of the 125% fee-to-stock program in 2025 could reduce ongoing equity linkage for some directors .
- Structural influence from Amberjack’s governance rights should be monitored, though Mr. Lovoi is not an Amberjack designee; company maintains independence determinations and policies to mitigate conflicts .