Gunnar Eliassen

About Gunnar Eliassen

Independent director of KLX Energy Services Holdings, Inc. since July 2020 (joined at completion of the QES merger); age 39 as of March 28, 2025. Former Seatankers investment executive and Pareto Securities partner with extensive offshore energy and oilfield services governance experience; holds a Master in Finance from the Norwegian School of Economics. Serves as Chair of KLXE’s Nominating & Corporate Governance Committee and is a member of the Audit and Compensation Committees, and has been affirmatively determined independent under SEC and Nasdaq rules.

Past Roles

External Roles

Board Governance

• Committee assignments (2024): Audit Committee – Member; Compensation Committee – Member; Nominating & Corporate Governance Committee – Chair. Independence indicator in company matrix and narrative confirmation of independence under SEC and Nasdaq rules.
• Attendance and engagement: Board met 14 times in 2024; Audit (4), Compensation (6), Nominating & Corporate Governance (5). All directors attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting.
• Board leadership and executive sessions: Non-executive, independent Chair since Nov 2024; independent directors and committees meet in executive session regularly (at least four times per year for Audit and Compensation).
• Governance enhancements: 2025 proxy proposes declassification of the Board and elimination of supermajority voting—moves toward annual director elections and simple-majority thresholds.
• Independence/overboarding safeguards: Directors must pre-clear new public boards; discouraged from serving on >3 public boards; prohibited from serving on or owning >1% of a competitor’s board/equity.

Committee Assignments (Eliassen)

Fixed Compensation

Notes:

• Director equity annual grant is time-based restricted stock; one-year cliff vest from grant date for 2024 awards (Eliassen’s Feb 1, 2024 grant).
• Directors are reimbursed for reasonable expenses related to service.

Performance Compensation

Other Directorships & Interlocks

• KLXE policy mitigants: Directors must notify before joining other public boards; prohibition on serving on competitor boards or owning >1% of a competitor; NCG Committee (which Eliassen chairs) oversees governance, conflicts, independence.

Expertise & Qualifications

• Capital markets and energy investing expertise (Seatankers 2016–2023; Pareto Securities Partner 2011–2015).
• Governance experience across multiple public energy/offshore companies; current chair role at Scana ASA and director at Prosafe SE.
• Academic credentials: Master in Finance, Norwegian School of Economics.

Equity Ownership

• Anti-hedging/anti-pledging: Directors are prohibited from hedging, shorting, holding in margin accounts, or pledging KLXE shares (unless pre-cleared and financially capable to repay without pledged shares).
• Ownership guidelines: Not disclosed in 2025 proxy.

Governance Assessment

• Positives:

  • Independent director; chairs Nominating & Corporate Governance (governance oversight, refreshment, conflicts), and serves on Audit and Compensation—broad oversight exposure.
  • Attendance met threshold; full board and committee cadence suggests active oversight; attended 2024 annual meeting.
  • Pay structure aligns with governance norms: balanced cash retainer plus modest annual equity; chair fee consistent with role; no options; anti-hedging/pledging policy strengthens alignment.
  • Compensation Committee (of which he is a member) uses an independent consultant (F.W. Cook) with no conflicts identified.
  • Company pursuing declassification and removal of supermajority provisions—shareholder-friendly governance trend.

• Watch items / potential conflicts:

  • Extensive network of roles in offshore drilling and energy vehicles (current Prosafe/Scana; prior Seadrill/Valaris/Northern Drilling/Aquadrill/Noram) could present perceived conflicts depending on KLXE customer/supplier relationships; however, the Board has policies prohibiting competitor board service/ownership and requires disclosure and pre-approval of new outside boards. No related-party transactions involving Eliassen are disclosed.
  • Director ownership is modest (<1%); typical for small-cap services but reduces direct “skin-in-the-game” leverage; anti-pledge/hedge policies mitigate misalignment risk.

• Related-party/Interlocks findings:

  • Compensation Committee interlocks: none; no member party to related-person transactions; no cross-committee insider participation.
  • Company-wide related-party policies require Audit Committee review and fairness; significant prior transactions disclosed (e.g., Greene’s acquisition/registration rights) do not implicate Eliassen.

• Compliance indicators:

  • Section 16 filings were in compliance for 2024, except for three officers’ delayed Form 4s regarding vesting; no director issues disclosed.

RED FLAGS: None disclosed specific to Eliassen (no related-party transactions, no hedging/pledging, no committee interlocks). Perception risk exists due to breadth of external energy roles; mitigated by independence determination and competitor-board prohibitions.

Director Compensation Detail (Eliassen, 2024)

Committee Work & Risk Oversight Touchpoints

• Audit: Oversees financial reporting integrity, auditor independence, internal controls, and cybersecurity/data privacy; chaired by John T. Whates (audit committee financial expert).
• Compensation: Oversees incentive design, executive pay decisions; uses F.W. Cook as independent advisor; no conflicts identified.
• Nominating & Corporate Governance (Chair – Eliassen): Board composition/refreshment, independence, conflicts, shareholder feedback, leadership structure.

Other Directorships & Interlocks (Table)

Equity Ownership (Detail)

Governance Signals for Investors

• Board declassification and supermajority elimination proposals point to improving shareholder rights—constructive for investor confidence.
• Independent chair and majority-independent Board with routine executive sessions strengthen oversight.
• Conservative director pay structure (cash + one-year RS) and anti-hedge/pledge policy support alignment without excessive risk-taking.
• No disclosed conflicts or related-party issues tied to Eliassen; policies in place for RPT review and competitor-board avoidance.