Will Donnell
About Will Donnell
Will Donnell, age 37, is an independent Class II director at Innovex International appointed March 3, 2025; he is Managing Director at Amberjack (joined 2013) and previously worked in energy M&A at PPHB (2013–2016) . He holds an M.S. in Finance from the University of Texas at Austin and a B.A. in Business Administration from Rhodes College; the Board cites his investment experience, corporate governance, finance, financial reporting, and risk assessment expertise as qualifications . The Board has affirmatively determined Mr. Donnell is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amberjack Capital Partners, L.P. | Managing Director | 2013–present | Oversees investments in oilfield services; governance/finance/risk expertise |
| PPHB, LP (energy investment bank) | Various positions (M&A advisory) | 2013–2016 | Advised on mergers and acquisitions in energy |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Amberjack Capital Partners, L.P. | Managing Director | Private investment firm | Energy services-focused investing |
| Other public company directorships | None disclosed | — | No additional public boards disclosed for Donnell |
Board Governance
- Class and term: Class II; appointed March 3, 2025 to serve until the 2026 annual meeting, filling a vacancy due to a director’s passing .
- Independence: Board determined Donnell independent; also determined a majority of the Board independent .
- Committee assignments: As of the 2025 proxy, Audit members were Fink (Chair), Lockhart, Sedita, Lovoi; Compensation members were Jupp (Chair), Black, Lovoi, Turowsky; Nominating & Governance members were Lockhart (Chair), Lovoi, Sedita; Donnell was not listed on committees .
- Board leadership: Split CEO/Chair roles; independent Chair (John Lovoi) leads executive sessions of non-management directors .
- Attendance and engagement: Directors are expected to attend all meetings; in 2024, all directors serving before and after the merger attended at least 75% of Board and applicable committee meetings (Donnell joined in 2025; no 2024 attendance applicable) .
- Governance documents and stockholder communications are available, and independent director executive sessions occur at least quarterly .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $75,000 | Standard non-employee director fee; explicitly applicable to Donnell per appointment 8-K |
| Chair of the Board annual fee | $175,000 | For non-employee Chair |
| Committee chair fees | Audit: $20,000; Compensation: $15,000; Nominating & Governance: $10,000 | Effective post-merger in 2024 |
| Meeting fees | Not disclosed | Only annual retainers and chair fees disclosed |
| Expense reimbursement | Reimbursed | Standard director expenses reimbursed |
Performance Compensation
| Program Feature | Detail |
|---|---|
| Stock-in-lieu program | Directors may elect to take some/all fees as restricted stock at 125% of foregone cash; grants occur quarterly and fully vest on the first day of the second calendar year following issuance . |
| 2025 consideration | Compensation Committee was considering terminating the director stock compensation program for 2025 (status not finalized in proxy) . |
| Equity award types | Director equity under the 2017 Omnibus Incentive Plan; awards may include stock awards; time-based vesting described above; no performance metrics disclosed for directors . |
| Ownership guidelines | Directors expected to own stock equal to 5x annual cash retainer; compliance within 5 years of becoming a director . |
No performance-conditioned (metric-driven) director equity for Donnell is disclosed; director equity, if elected, is time-based, not tied to financial/ESG metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond Innovex |
| Appointment context | Donnell’s appointment referenced the Stockholders Agreement among the Company and Amberjack-affiliated entities; no other arrangements; not related to any officer or director; no Item 404(a) related-party transaction for Donnell . |
| Compensation Committee interlocks | Proxy reports no interlocks/insider participation requiring disclosure for 2024 (aside from items noted for another director); no executive officer served on another company’s board comp committee creating an interlock . |
Expertise & Qualifications
- Energy services investing; corporate governance; finance; financial reporting; risk assessment; cited by the Board as reasons for selection .
- Education: M.S. Finance (UT Austin); B.A. Business Administration (Rhodes College) .
Equity Ownership
| As-of Date | Form/Source | Shares Beneficially Owned | % Outstanding | Notes/URL |
|---|---|---|---|---|
| March 3, 2025 | Form 3 (initial filing) | 0 | — | Donnell filed initial Form 3 upon appointment; no holdings reported: https://www.sec.gov/Archives/edgar/data/1042893/000095017025034934/0000950170-25-034934-index.htm |
| March 18, 2025 (record date) | DEF 14A beneficial ownership table | — (no reported holdings) | — | Listed as “—” for number/percent; indicates no beneficial ownership as of record date . |
- Hedging/pledging: Company policy prohibits directors from hedging or pledging Company stock, supporting alignment with shareholders .
- Ownership guidelines: 5x retainer within five years; Company states all directors are in compliance or within the allowed timeframe, which would include newly appointed directors like Donnell .
Related-Party Exposure and Blockholder Influence
- Amberjack ownership/rights: Amberjack and affiliates beneficially owned ~42.3% as of March 6, 2025, with registration rights for resales and participation rights in offerings .
- Stockholders Agreement: Amberjack may designate up to four directors depending on ownership thresholds; Company to take necessary action to elect CEO and Amberjack designees; standstill covenants; Amberjack representative attendance rights at Board/committee meetings where an Amberjack designee serves; enhanced information and books/records access rights .
- Corporate opportunity waiver: The Company renounces any expectancy in business opportunities pursued by Amberjack or its affiliates (including Amberjack-designated directors); Company indemnifies Covered Persons regarding such claims to the fullest extent permitted by law .
Insider Filings and Trades
| Filing Date | Transaction Date | Form | Description | Post-Transaction Ownership | URL |
|---|---|---|---|---|---|
| 2025-03-06 | 2025-03-03 | 3 | Initial statement of beneficial ownership on appointment | 0 | https://www.sec.gov/Archives/edgar/data/1042893/000095017025034934/0000950170-25-034934-index.htm |
A limited power of attorney authorizing Section 16 filings for Donnell was executed March 4, 2025, evidencing insider filing setup .
Governance Assessment
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Positives:
- Independent director with deep energy investing and governance expertise; Board expressly determined independence .
- Split Chair/CEO structure with independent Chair, regular executive sessions of independent directors .
- Robust director ownership guidelines (5x retainer) and a hedging/pledging ban for directors .
- No Item 404(a) related-party transaction disclosed for Donnell individually .
-
Risks/Watch items:
- Amberjack is a 42.3% holder with nomination rights (up to four directors) and board/committee access rights; substantial influence risk and potential perception of reduced board independence despite formal determinations .
- Corporate opportunity waiver in favor of Amberjack and its designees could create appearance of conflicts in overlapping opportunity sets; strong disclosure but potential governance optics concern for minority holders .
- Registration rights facilitate liquidity for the blockholder, which could overhang the stock if exercised materially .
- Committee assignments for Donnell were not disclosed as of the 2025 proxy, limiting visibility into his committee-level oversight role to date .
Overall, Donnell brings financial and governance skill relevant to Innovex’s strategy; key monitoring areas are alignment and independence given Amberjack’s rights and waivers, and eventual committee assignments to assess board effectiveness and checks/balances .