Mark Reddout
About Mark Reddout
Mark Reddout, age 61, is President, North America at Innovex International (INVX). He has served as President for the North America region since the closing of the Dril‑Quip/Legacy Innovex merger; previously, he was Legacy Innovex’s President, North America (2021–2024), Chief Operations Officer (2019–2021), and VP of Well Completions (2016–2019). Earlier, he was VP of Operations at Team Oil Tools LP and spent 30 years at Baker Hughes leading the completions business in South Texas and the Rocky Mountains . Company-level incentive metrics for 2024 were EBITDA-based; the Compensation Committee split the program into first‑half Legacy Innovex EBITDA and Q4 Adjusted EBITDA, with Q4 coming in at $49 million, resulting in a 100% target bonus payout for Reddout ($225,000). Looking forward, 2025 LTI is contemplated to be 50% time-based RSUs and 50% performance-based RSUs tied to relative TSR and ROCE (subject to shareholder approval) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Innovex International (post-merger) | President, North America | Since merger closing (2024–present) | Leads North America region post-merger integration and growth |
| Legacy Innovex | President, North America | 2021–2024 | Regional leadership of North America business |
| Legacy Innovex | Chief Operations Officer | May 2019–Mar 2021 | Oversight of operations across Innovex |
| Innovex | VP, Well Completions | Oct 2016–May 2019 | Led completions product line |
| Team Oil Tools LP | VP, Operations | Pre‑2016 | Operations leadership |
| Baker Hughes | Various leadership roles | ~30 years | Led completions in South Texas and Rocky Mountains |
External Roles
No public company directorships or external governance roles disclosed for Reddout in the 2025 DEF 14A .
Fixed Compensation
| Component | Detail | 2024 Amount | Note |
|---|---|---|---|
| Base salary rate | Annual base salary per employment agreement | $375,000 | Increased from $350,000 to $375,000 as of agreement updates |
| Salary paid (2024) | Actual cash salary paid in 2024 | $357,692 | Summary Compensation Table |
| Target bonus % | % of base salary | 60% | Legacy Innovex NEO plan design |
| Target bonus (2024) | Calculated target | $225,000 | 60% of $375,000 |
| Actual bonus (2024) | Paid February 2025 for 2024 performance | $225,000 | Based on EBITDA outcomes incl. Q4 Adjusted EBITDA |
| Retention bonus | 1st installment paid | $333,333.33 | Part of $1,000,000 retention (three installments) |
| Perquisites | Auto allowance | $28,600 | 2024 disclosure |
| Perquisites | 401(k) match | $10,350 | 2024 disclosure |
| Perquisites | Cell phone reimbursement | $1,200 | 2024 disclosure |
| Perquisites | LTD & life insurance premiums | $1,404 | 2024 disclosure |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Threshold | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| EBITDA (H1 Legacy Innovex) | 50% of annual target | Achieved | Achieved | Achieved | 50% of target bonus | Paid Feb 2025 |
| Adjusted EBITDA (Q4 2024) | 50% of annual target | $32M | $40M | $49M | 50% of target bonus (linear interpolation; actual at or above target) | Paid Feb 2025 |
| Total | 100% | — | — | — | $225,000 | Annual cash bonus |
Equity Awards (Grants and Vesting)
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| RSUs (Innovex RSUs + continuing RSUs) | 3/15/2024 | 18,975 | $664,125 | Innovex RSUs vested at merger close; continuing RSUs vest 33 1/3% at 6 months post-close, first anniversary, second anniversary (cont. employment) | 225 Innovex RSUs; 18,750 continuing RSUs; conversion at 2.0124697 per merger |
| Outstanding RSUs at FY-end | 12/31/2024 | 37,733 | $527,130 | Continuing RSUs vest 33 1/3% at 6 months, first anniversary, second anniversary post-merger | Market value based on $15.88 close on 12/31/2024 |
2025 contemplated LTI design: 50% time-based RSUs and 50% performance-based RSUs tied to relative TSR and ROCE (subject to stockholder approval of 2025 LTIP) .
Options and Realized Value
| Item | Detail | Amount |
|---|---|---|
| Options exercised (2024) | Shares acquired on exercise | 134,815 |
| Value realized on exercise (2024) | Aggregate value | $1,862,538 |
| Pre‑merger option strike | Exercise price of Legacy Innovex options | $10.00 per option |
| Post‑merger treatment | Legacy Innovex options canceled/converted at closing | Converted into right to receive INVX shares per merger agreement formula |
Equity Ownership & Alignment
| Ownership Element | Quantity/Status | % of Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 128,785 shares | <1% | As of March 18, 2025 |
| Direct common shares | 94,600 | — | Included in total |
| RSUs vesting ≤60 days | 8,904 | — | Counted in beneficial ownership for % computation |
| RSUs vesting >60 days | 25,281 | — | Not counted as outstanding for others |
| Stock ownership guideline | 3x base salary for executives | — | Measured via fixed share count annually |
| Guideline compliance | In compliance or within allowed period | — | Committee monitors compliance |
| Hedging/pledging | Prohibited for directors/executives | — | No hedging or pledging allowed by policy |
Employment Terms
| Term | Provision | Detail |
|---|---|---|
| Employment agreement date | New agreement | August 26, 2024 (Legacy Innovex) |
| Base salary | Annual rate | $375,000 |
| Target bonus | % of base | 60% of base ($225,000 target) |
| Annual equity grant (from 2025) | Minimum/Target | Min $600,000; Target $750,000 per year |
| One-time retention bonus | Timing/Amount | $333,333.34 on or before April 1, 2025; contingent on ≥80% of 2024 budgeted EBITDA and continued employment |
| Agreement term | No fixed term | Terminable at any time per terms |
| Confidentiality | Perpetual | Non‑use/non‑disclosure of trade secrets |
| Non‑solicit | Duration | 2 years post‑termination |
| Non‑compete | Duration | 1 year post‑termination; 2 years if terminated during Non‑CEO Protected Period |
Severance and Change‑of‑Control Economics (as disclosed)
| Scenario | Unpaid Salary/Vacation | Base Salary Severance | Pro‑rated Cash Incentive | Additional Cash Incentive | RSU Vesting | Insurance Continuation | Total |
|---|---|---|---|---|---|---|---|
| Termination without cause or for Good Reason, NOT during Non‑CEO Protected Period | $43,269 | $375,000 | $225,000 | $375,000 | $351,420 | $15,461 | $1,385,150 |
| Termination without cause or for Good Reason, DURING Non‑CEO Protected Period (CIC) | $43,269 | $750,000 | $225,000 | $750,000 | $527,130 | $30,922 | $2,326,321 |
| With cause; other than for Good Reason; due to death/disability | $43,269 | — | — | — | — | — | $43,269 |
- Change-in-control mechanics: During the Non‑CEO Protected Period, qualifying termination yields CIC severance; time‑based equity vests fully; performance‑based components deemed satisfied at target if not already determined at the CIC, per applicable award agreement .
Investment Implications
- Alignment and pay-for-performance: Cash bonus outcomes tied to EBITDA, with 2024 Q4 Adjusted EBITDA of $49M delivering full target payout ($225k). Planned 2025 LTI introduces explicit performance shares with relative TSR and ROCE, improving multi-factor alignment of pay to value creation .
- Retention risk and selling pressure: A $1,000,000 retention program (first $333,333.33 paid) plus multi-tranche continuing RSUs through the second anniversary of the merger support retention and reduce near-term voluntary exit risk; policy prohibits hedging/pledging, limiting leverage-driven selling pressure .
- Equity ownership: Beneficial ownership of 128,785 shares (<1%); executive ownership guidelines at 3x salary with monitored compliance signal sustained alignment, though ownership size is modest relative to float .
- Severance/CIC economics: Double‑trigger structure (qualifying termination during protected period) with 2x salary and additional cash amounts, plus accelerated vesting at target for performance components, creates potential payout leverage in strategic transactions—important for deal modeling and governance oversight .
- Governance and shareholder feedback: 2024 say‑on‑pay received ~98% support; Compensation Committee (Terence Jupp, Bonnie S. Black, John Lovoi) retained design continuity, adding contemplated TSR/ROCE metrics for 2025, indicating constructive shareholder alignment .
Overall: Reddout’s package balances cash and equity with EBITDA-linked bonuses and multi-tranche RSU vesting, retention-focused installments, and strict hedging/pledging prohibitions—suggesting controlled selling pressure and moderate retention risk, with upside sensitivity to TSR/ROCE under contemplated 2025 LTI .