Thomas P. McCaffrey - Director | KLX Energy Services Holdings (KLXE) Executive Profile & Compensation

About Thomas P. McCaffrey

Independent Class III director at KLX Energy Services (KLXE), age 70, serving on the KLXE Board since May 2020. Former President, CEO and CFO of KLXE (Apr 30–Jul 2020) and prior SVP & CFO (Sep 2018–Apr 30, 2020); previously President & COO of KLX Inc. and SVP & CFO of B/E Aerospace, with 17 years as a practicing CPA. The Board affirmatively determined his independence despite prior executive roles, noting he has not been an executive officer for over three years and is independent under SEC and Nasdaq rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
KLX Energy Services Holdings, Inc.	President, CEO, CFO	Apr 30–Jul 2020	Led transition through QES merger
KLX Energy Services Holdings, Inc.	SVP & CFO	Sep 2018–Apr 30, 2020	Finance leadership pre-merger
KLX Inc.	President & COO	Dec 2014–Oct 2018	Operating leadership until sale to Boeing
B/E Aerospace	SVP & CFO	May 1993–Dec 2014	Long-tenured finance leadership
Large international & regional accounting firms	Certified Public Accountant	17 years (prior to 1993)	Audit/tax experience foundation
KLXE Board Integration Committee	Chairman	Jul–Dec 2020	Oversaw post-merger integration until committee disbanded

External Roles

Organization	Role	Tenure	Committees/Impact
Palm Beach Atlantic University	Board of Trustees; Chairman of the Board	Since 2016	Previously served on various committees

Board Governance

Committee assignments (current): Not a member of Audit, Compensation, or Nominating & Corporate Governance committees; independent director status affirmed .
Independence: Board concluded he is independent under SEC/Nasdaq, considering prior executive service ended >3 years ago .
Attendance: All directors attended at least 75% of aggregate Board and relevant committee meetings in 2024; Board met 14 times with 4 executive sessions; committee meetings: Audit (4), Compensation (6), Nominating (5) .
Board leadership: Non-executive independent Chairman (Corbin J. Robertson, Jr.) since Nov 2024; independent directors meet in executive session regularly .
Governance enhancements: Proposals to declassify the Board and eliminate supermajority provisions were advanced to increase accountability and stockholder rights .

Fixed Compensation

Component	Amount/Structure	Detail
Annual Director Cash Retainer	$120,000	Paid quarterly in arrears
Committee Chair Fees	$10,000 per chair	Audit, Compensation, Nominating chairs only
Non-Executive Chair Retainer	$170,000	Applies to Board Chair, not McCaffrey
Annual Equity Award (RS)	~$55,000 grant-date fair value	Granted Feb 1, 2024; 5,658 shares RS; 1-year cliff vest
2024 Total (McCaffrey)	$175,222	$120,000 cash + $55,222 stock awards

Performance Compensation

Directors receive time-based restricted stock; no performance-based equity or bonuses for non-employee directors. Options are not currently granted; no repricing or option-like awards disclosed.

Element	Structure	Vesting/Terms
Annual RS grant	Time-based restricted stock	5,658 shares granted 2/1/2024; vests in full at first anniversary (2/1/2025)
Options	None	Not granted to directors
Hedging/Pledging	Prohibited (with limited pre-clearance exceptions for pledging with demonstrated capacity)	Applies to directors and officers
Clawback	Incentive-based comp recoupment policy adopted in 2023	Applies to executive officers; not directly to director pay

Other Directorships & Interlocks

Category	Detail	Evidence
Current public company boards	None disclosed
Compensation Committee interlocks	None; no insider participation; no related-person transactions among committee members
Registration rights	Individual registration rights agreement with Thomas P. McCaffrey (dated Sep 14, 2018) for potential resale/reoffer of restricted stock

Expertise & Qualifications

Deep financial leadership (SVP/CFO across aerospace and energy services; President/COO) and prior CPA experience, bringing audit, capital markets, M&A integration, and strategic planning skills to KLXE’s Board .
Institutional governance experience as university board chair, supporting oversight effectiveness .

Equity Ownership

Holder	Shares Beneficially Owned	% Outstanding	Breakdown / Notes
Thomas P. McCaffrey	194,088	1.12%	Includes 193,486 directly; 602 via family trust; includes 5,658 RS awarded in 2024 (unvested as of 12/31/2024; vest on 2/1/2025)
Shares pledged as collateral	None disclosed; pledging generally prohibited absent pre-clearance with financial capacity	Policy applies to directors

Governance Assessment

Strengths
- Independence affirmed despite prior executive tenure; not serving on standing committees mitigates perceived influence on compensation/audit oversight .
- Strong financial and operational background enhances Board’s oversight of risk, capital allocation, and post-merger integration; prior integration committee chair role signals engagement .
- Alignment via annual equity grants; no hedging/pledging and no option repricing; no tax gross-ups in employment agreements, and clawback policy for executives supports overall governance posture .
Potential conflicts and monitoring items
- Individual registration rights agreement (2018) is a related-party arrangement; routine in nature but worth monitoring for future sales timing and disclosures (no transactions flagged beyond standard registration rights) .
- Board-wide statement reports ≥75% attendance; individual attendance rates not disclosed—continue to monitor meeting participation and committee engagement given non-membership on standing committees .
Signals for investor confidence
- Governance modernization (board declassification; elimination of supermajority thresholds) increases accountability; combined with independent chair and executive sessions, indicates improved oversight and stockholder responsiveness .
- Director pay is modest and primarily time-based equity, with no pay-for-performance constructs for directors—consistent with governance norms; no option awards or repricings (reduces risk of misalignment) .