John T. Whates, Esq.
KLX Energy Services HoldingsAbout John T. Whates, Esq.
Independent director of KLX Energy Services Holdings, Inc. since 2018; age 77 as of March 28, 2025. An attorney licensed in California, he has deep tax, M&A and governance expertise, previously a tax partner at Deloitte leading the High Technology Group Tax Practice in Orange County, a long-time tax and financial advisor to B/E Aerospace, and an adjunct professor of taxation at Golden Gate University. He is designated by the Board as an audit committee financial expert and serves as Audit Committee Chair; the Board affirmatively determined his independence under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KLX Inc. | Director | Dec 2014 – Oct 2018 | Board service prior to sale to Boeing |
| B/E Aerospace | Chairman, Compensation Committee | Through Apr 2017 | Led compensation oversight until sale to Rockwell Collins |
| Rockwell Collins | Director | Apr 2017 – Feb 2018 | Public company board experience |
| Deloitte LLP (Orange County) | Tax Partner; led High Technology Group Tax Practice | Not disclosed | Senior tax leadership in technology sector |
| B/E Aerospace | Tax & Financial Advisor | 1994 – 2011 | Advised on significant strategic acquisitions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dynamic Healthcare Systems, Inc. | Director | Not disclosed | Current private company board |
Board Governance
- Committee assignments and roles:
- Audit Committee Chair; Compensation Committee Member; Nominating & Corporate Governance Committee Member .
- Audit Committee determined him an “audit committee financial expert” under SEC rules .
- Independence: Board affirmed independence (SEC/Nasdaq) for Whates and other directors .
- Attendance and engagement:
- Board met 14 times in 2024; committees met: Audit (4), Compensation (6), Nominating & Corporate Governance (5) .
- All directors attended at least 75% of aggregate Board and committee meetings in 2024 .
- Board leadership and executive sessions:
- Non-executive, independent Chairman since Nov 2024; independent directors regularly meet privately; committees hold executive sessions at least four times per year (Audit and Compensation) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Non-employee director retainer |
| Audit Committee Chair fee | $10,000 | Additional annual cash fee for each committee chair |
| Equity grant (RS) fair value | ~$55,000 | Granted annually to each non-employee director |
| 2024 actual fees earned (Whates) | $130,000 | Retainer + Audit Chair fee |
| 2024 stock award (Whates) | $55,222 | 5,658 restricted shares granted Feb 1, 2024; one-year vest |
| 2024 total director compensation (Whates) | $185,222 | Cash + equity |
Performance Compensation
- Director equity awards are time-based restricted stock; no performance metrics disclosed for director pay. KLXE does not grant stock options to directors; no repricing without shareholder approval .
| Equity Award Detail (Whates) | Grant Date | Shares | Vesting |
|---|---|---|---|
| Restricted Stock | Feb 1, 2024 | 5,658 | Vests in full on first anniversary (Feb 1, 2025), subject to continued service |
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Rockwell Collins | Public | Director (Apr 2017–Feb 2018) | Prior aerospace board; no current KLXE related-party transaction disclosed |
| B/E Aerospace | Public (historical) | Comp Committee Chair (through Apr 2017) | Prior governance leadership; no current KLXE related-party transaction disclosed |
| Dynamic Healthcare Systems | Private | Director | Healthcare software; no apparent KLXE supply/customer conflict disclosed |
KLXE’s policy bars directors from serving on competitor boards or owning >1% of competitor equity, and discourages serving on more than three public boards; new board seats require advance notice to the Chair and Nominating Committee .
Expertise & Qualifications
- Audit committee financial expert; extensive tax, equity financing, and M&A advisory experience, especially in aerospace and public companies .
- Licensed attorney (California); adjunct professor of taxation; venture capital and private investing since 2005 .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| John T. Whates, Esq. | 24,707 | <1% | Includes 5,658 restricted shares; no dispositive power until settlement on RS |
- Anti-hedging/anti-pledging: Directors prohibited from hedging, short sales, options trading, and generally from pledging or margin accounts (pre-clearance exception requires demonstrated ability to repay without resort to pledged shares) .
Governance Assessment
- Strengths:
- Independent director with material financial expertise; Audit Committee Chair and SEC-designated financial expert—supports high-quality financial oversight .
- Solid engagement: Board/committee cadence and ≥75% attendance; regular executive sessions; independent board leadership .
- Pay structure aligned with director norms: modest retainer, small chair fee, and time-based equity grants; no options or performance shortcuts; no tax gross-ups; no equity repricing without shareholder approval .
- Clear policies on related-party transactions and conflicts, with Audit Committee review thresholds and Code of Conduct safeguards .
- Watch items:
- Equity grant is purely time-based (no performance linkage) which is typical for directors but does not add pay-for-performance tension at the board level .
- Broader governance proposals (board declassification and elimination of supermajority thresholds) increase annual accountability but can also elevate activism exposure; still generally shareholder-friendly reforms .
- Red flags observed: None disclosed specific to Whates. Section 16(a) compliance issues noted for three NEOs’ late Form 4s; no issues indicated for directors .