Jose Bayardo
LOUISIANA-PACIFICAbout Jose A. Bayardo
Jose A. Bayardo (age 53) is an independent director of LP since 2021, serving on the Audit Committee and the Governance & Corporate Responsibility Committee; the Board has designated him an “audit committee financial expert.” He is President and Chief Operating Officer of NOV Inc. (appointed March 2025) and previously served as NOV’s Senior Vice President and Chief Financial Officer beginning August 2015. He holds a B.S. in Chemical Engineering (UT Austin), an M.S. in Engineering Management (Northwestern McCormick), and an MBA (Northwestern Kellogg). His current LP board term expires at the 2026 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NOV Inc. (NYSE: NOV) | Senior Vice President & Chief Financial Officer | Aug 2015 – Mar 2025 | Led finance for global equipment and technology provider to energy industry; M&A and global manufacturing experience |
| Continental Resources (NYSE: CLR) | SVP, Resource & Business Development | Not disclosed | Upstream energy experience in resource/business development |
| Complete Production Services (NYSE: CPX; acquired 2012) | Various roles incl. SVP, CFO & Treasurer | 9 years | Oilfield services finance leadership; public company CFO experience |
| J.P. Morgan Securities | Investment Banker | Not disclosed | Capital markets and advisory background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NOV Inc. (NYSE: NOV) | President & Chief Operating Officer | Mar 2025 – present | Senior operating leadership at large-cap industrial; no LP-related party transactions disclosed |
- Other public company directorships: None disclosed for Bayardo.
Board Governance
- Committee assignments: Audit Committee member; Governance & Corporate Responsibility Committee member. Not a committee chair. Designated as an “audit committee financial expert.”
- Independence: Board determined Bayardo is independent under NYSE standards; LP has 10 of 11 independent directors.
- Attendance: In 2024 each director attended at least 75% of Board and applicable committee meetings; Board held 4 meetings; Audit (6), Compensation (4), Governance (4).
- Board structure and oversight: Quarterly executive sessions of independent directors; Lead Independent Director is Dustan E. McCoy.
- Overboarding policy: Executive officers of public companies may not serve on more than one other public company board without prior approval; Bayardo’s single outside directorship (LP) is within policy.
- Term/class: Director since 2021; current term expires at the 2026 Annual Meeting (Class II).
Fixed Compensation
| Component | 2024 Bayardo Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 95,000 | Paid per 2024 policy schedule; non-employee director cash retainer increased to $100,000 effective May 10, 2024 |
| Committee chair fees | 0 | Not a chair (Audit Chair: Grasberger; Comp Chair: Macadam; Governance Chair: Gottung) |
| Lead Independent Director retainer | N/A | LID retainer $30,000 (role held by McCoy) |
- Payment cadence: Retainers paid quarterly. Directors may defer cash fees into a cash account (accrues interest at 30-year Treasury rate) or exchange cash fees for DSUs.
Performance Compensation
| Equity Element | Detail | Vesting / Features |
|---|---|---|
| Annual RSU grant (non-employee director) | Grant date fair value $140,000 (effective May 10, 2024; prior $135,000) | Generally vests in full on the earliest of: one year from grant, death/disability/retirement, or change of control; forfeiture on other departures |
| RSUs outstanding at 12/31/2024 | 1,561 RSUs (includes 12 dividend equivalent RSUs) for each outside director | Vests May 17, 2025 (Ms. Embree’s accelerated to May 8, 2025) |
| Dividends on deferred equity | Dividend equivalents credited in additional DSUs and paid only upon distribution of underlying DSUs | DSUs settle into common shares one-for-one at a Distribution Event |
| Deferral elections | Some directors deferred RSU settlement (Embree, Grasberger, Macadam); Bayardo not listed among deferrals | Directors can defer RSU settlement into DSUs under the plan |
No director performance-conditioned equity (e.g., PSUs) is disclosed; director equity is time-vested to align with long-term oversight incentives.
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other current public company boards (Bayardo) | None disclosed |
| Compensation Committee interlocks | None; no members were LP officers; no interlocks disclosed for 2024 |
| Related-person transactions affecting independence | None; Audit Committee and Board determined no transactions requiring disclosure or affecting independence for 2024 |
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert; prior public company CFO; extensive M&A and global manufacturing experience.
- Education: B.S. Chemical Engineering (UT Austin); M.S. Engineering Management (Northwestern McCormick); MBA (Northwestern Kellogg).
- Industry background: Energy equipment/technology, oilfield services, E&P finance and development; investment banking.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common shares) | 4,668 shares; <1% of outstanding shares |
| RSUs outstanding (director award) | 1,561 RSUs at 12/31/2024 (including 12 dividend equivalents) |
| Stock ownership guidelines | Outside directors must hold shares equal to 5x annual cash retainer within 5 years; as of 12/31/2024, all directors met the guidelines |
| Hedging/pledging | Prohibited for directors and executives by Insider Trading Policy |
Governance Assessment
- Positive signals
- Independent director serving on Audit and Governance committees; designated audit committee financial expert—supports strong financial oversight and risk management.
- Attendance and engagement: met ≥75% attendance threshold; Board runs quarterly executive sessions and robust self-evaluations—supports board effectiveness.
- Alignment and risk controls: time-vested RSUs, ownership guidelines met, and prohibition on hedging/pledging—aligns director interests with shareholders while limiting risk.
- Conflict safeguards: No related-person transactions disclosed for 2024; formal related-party review policy administered by the Audit Committee.
- Overboarding control: As an active executive (NOV President & COO), Bayardo is within LP’s limits on other public boards.
- Watch items
- Executive workload: Dual responsibilities as NOV President & COO plus LP directorship—monitor time commitments and potential indirect industry cyclicality perspectives, though no related-party dealings are disclosed.
No RED FLAGS identified for conflicts, interlocks, low attendance, or pay anomalies based on the latest proxy.