Anthony G. Petrello
NABORS INDUSTRIESAbout Anthony G. Petrello
Anthony G. Petrello, age 70, is Chairman of the Board (since 2012), President and CEO (since 2011), and a director of Nabors Industries since 1991; he previously served as Deputy Chairman (2003–2012) and President & COO (1991–2011) . He holds a J.D. from Harvard Law School and B.S./M.S. in Mathematics from Yale University, and is recognized for commercial, operational and innovation leadership across global drilling and technology businesses . Performance context: 2024 Adjusted EBITDA was $881.3 million vs. $915.2 million in 2023 (≈4% decline), while Nabors’ 2024 TSR index value was 40.62 vs. peer group 113.33; 2022 TSR index value was 110.05, underscoring cyclicality in returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nabors Industries | President & COO | 1991–2011 | Led operations globally; foundation for technology and international growth |
| Nabors Industries | Deputy Chairman | 2003–2012 | Board leadership during strategic repositioning |
| Nabors Industries | Chairman of the Board | 2012–Present | Governance and strategic oversight of portfolio shifts (NDS, SANAD, Parker) |
| Nabors Industries | President & CEO | 2011–Present | Drove tech-led segments, SANAD JV expansion, Parker acquisition synergy plan |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nabors Energy Transition Corp. II (NETD) | Officer/Director | 2023–Present (IPO July 18, 2023) | Energy transition SPAC leadership |
| Nabors Energy Transition Corp. (NETC) | Officer/Director | 2021–2023 | Oversaw combination with Vast Renewables (VSTE) |
| Hilcorp Energy Company | Director | Not disclosed | Industry relationships and strategy input |
| Texas Children’s Hospital | Board of Trustees | Not disclosed | Philanthropic leadership; awards for public service |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,750,000 | 1,750,000 | 1,750,000 |
| Target Annual Cash Incentive ($) | Not disclosed | Not disclosed | 1,750,000 (set in 2024 Grants table) |
| Target Bonus (% of Salary) | N/A | N/A | 100% (Target $1,750,000 vs. Salary $1,750,000) |
| Actual Annual Cash Incentive Paid ($) | 3,009,880 | 1,575,968 | 3,239,111 |
| Stock Awards ($, grant-date fair value) | 4,560,545 | 5,562,922 | 5,662,538 |
| Change in Pension/Deferred Comp ($) | 82,818 | 7,486 | 47,130 |
| All Other Compensation ($) | 1,386,519 | 1,437,658 | 1,447,824 |
| Total Compensation ($) | 10,789,762 | 10,334,034 | 12,146,803 |
Performance Compensation
- Structure: 100% performance-based LTI (no time-based RSUs for CEO); mix of TSR Shares (relative TSR, 3-year), PSUs (annual goals, 3-year ratable vesting post-earn), and Long-Term PSUs (ROIC, 3-year) .
Annual Cash Incentive (2024)
| Metric | Weight | Threshold ($) | Target ($) | Maximum ($) | Actual | CEO Payout ($) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA less CAPEX (excludes SANAD newbuild/KOC) | 100% | 354.9M | 507.0M | 608.4M | 593M (4% YoY increase vs. 2023 $570M) | ≈3.24M |
2024 PSU Program (earned; vest ratably over 3 years)
| Metric | Weighting | Target | Degree Achieved | Payout Factor | Earned Units | Vesting |
|---|---|---|---|---|---|---|
| Net Debt Reduction | 25% | ≥$230M | 100% | Contributes to 190.33% overall | Included in total | Ratable 2025–2027 |
| NDS + Rig Technologies Adjusted EBITDA | 20% | $170M | 95% | Contributes to 190.33% overall | Included in total | Ratable 2025–2027 |
| Energy Transition Adjusted Gross Margin | 10% | ≥$19M | 80% | Contributes to 190.33% overall | Included in total | Ratable 2025–2027 |
| Tech Deployment & Operational KPIs | 35% | Various (e.g., rig move time ≤3.50 days) | 93% for cited sub-metric | Contributes | Included | Ratable 2025–2027 |
| Emissions Reduction | 5% | 3% reduction (US & Intl Scope 1) | Not disclosed | Contributes | Included | Ratable 2025–2027 |
| Diversity | 10% | ACE: ≥30% female; US SGA & FS hires ≥60% diverse | 100% | Contributes | Included | Ratable 2025–2027 |
| Overall | — | — | 95.16% | 190.33% | 79,828 PSUs earned; 41,942 share-settled; 37,886 cash-settled | Ratable 2025–2027 |
TSR Shares and Long-Term PSUs
| Award | Grant Date | Target/Range | Key Terms | Grant-Date FV ($) |
|---|---|---|---|---|
| TSR Shares | 1/1/2024 | 7,864 target; 15,728 target; 31,456 max | 3-year relative TSR; capped at target if absolute TSR negative; CEO max capped at 5x grant-date value | 1,488,813 |
| PSUs | 1/1/2024 | 16,777 thresh.; 41,942 target; 83,884 max | Earn based on 2024 goals; earned PSUs vest ratably over 3 years; above-target may be cash-settled | 3,423,725 |
| Long-Term PSUs (ROIC) | 4/1/2024 | 0 thresh.; 8,605 target; 17,210 max | 3-year ROIC; added per shareholder feedback; no threshold payout | 750,000 |
| TSR Shares (2022 grant outcome) | 1/1/2022 | N/A | Earned 0 based on 2022–2024 TSR performance (below threshold) | N/A |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 588,278 shares as of Apr 4, 2025; includes 5,584 shares and 2,513 warrants held by a charitable foundation; CEO disclaims beneficial ownership of foundation holdings |
| % of Shares Outstanding | 3.71% including warrants; 2.62% excluding 177,632 warrants |
| Unvested Restricted Shares | 13,469 (2022 grant), 10,032 (2023 grant), 41,942 (2024 earned PSUs, share-settled) |
| Unearned Equity Incentive Awards | TSR Shares 7,864 (2024 target; disclosure shows assumed payout at 25% of max for valuation); LTPSUs 8,605 (2024 target; disclosure shows 50% of max for valuation) |
| Options | None outstanding; CEO has no stock options currently |
| Ownership Guidelines | CEO required 6x base salary; CEO holds ≈120x base salary (meets/exceeds) |
| Hedging/Pledging | Hedging prohibited (no puts/calls/shorts) by Insider Trading Policy; no pledging disclosure provided |
Employment Terms
- Agreement & Term: CEO employment agreement auto-renews annually; Board took no action to amend/terminate at end of 2024; renewal occurred .
- Constructive Termination: Includes reduction in base salary or material reduction of benefits; Board weighed retention risks vs. pay reductions; CEO has voluntarily reduced equity award opportunity by >$17 million since 2018 (including forfeiting 2018 TSR award) .
- Severance Multiples: If terminated by Company without Cause or by CEO for Constructive Termination, cash severance equals 2.99x the average of base salary + annual cash incentive over prior three years, plus amounts earned but unpaid (example calculation: $12,003,185 + $3,239,911 = $15,243,096; table shows $15,202,485 cash severance plus other components) .
- Change-in-Control: Single-trigger vesting—unvested equity vests; TSR Shares vest at maximum; PSUs deemed earned at 200% of target if performance undetermined at time of CiC .
- Welfare/Benefits: Continuation of medical/vision/dental/life insurance post-termination (CEO actuarial PV example $150,856), aircraft personal use continuation estimate $156,811 for one year in certain scenarios .
- Clawback: NYSE-compliant clawback policy adopted Nov 10, 2023—recoup incentive comp for “Big R/little r” restatements (3 fiscal years lookback) .
- Tax gross-ups: No excise tax gross-ups for change-of-control in future executive agreements; compensation plan disallows underwater option repricing without shareholder approval .
- Deferred Compensation: 2024 contributions of $1,200,000; CEO reached age 70 and received distribution of amounts credited; ongoing credits of $300,000 per agreement .
Director/Board Governance Snapshot
- Board Service: Director since 1991; Chairman since 2012; non-independent (CEO) .
- Committee Roles: Chair, Executive Committee; participates in Board strategy oversight; Independent Lead Director (John Yearwood) since 2011 provides balance and shareholder engagement .
- Independence & Structure: Majority independent Board; independent committee chairs; Board guidelines contemplate independent chair post-current tenure .
- Executive Sessions & Attendance: Executive sessions at every regular meeting; in 2024, 24 Board/Committee meetings; 100% attendance by all directors .
- Compensation Committee: Independent members (Beder—Chair, Chase, Kotts); uses Pay Governance as independent consultant; annual peer group reassessment .
Compensation Peer Group & Say-on-Pay
- Peer Group: Baker Hughes, Halliburton, SLB, NOV, HP, Patterson-UTI, Valaris, Transocean, Noble, Precision Drilling, TechnipFMC, Weatherford, Expro, Flowserve; rationale includes business mix, global footprint, and shared talent pool .
- CEO Pay vs. Peers (Total Comp): 2024 $12.15M vs. peer median $11.97M and mean $12.18M; 3-year average aligned with peer median .
- Say-on-Pay: 2024 approval 55.15%; Board enhanced disclosures, added multi-year ROIC LTI, increased rigor of goals; continued CEO award reductions .
Perquisites & Other Items
| Item | 2024 Amount ($) |
|---|---|
| Personal aircraft use (incremental variable cost) | 176,699 |
| Executive life insurance benefit | 45,959 |
| 401(k) company match | 17,250 |
| Executive Plan contribution | 1,200,000 |
Performance & Track Record Highlights
- Segment Outcomes: NDS contributed 15% of total adjusted EBITDA with 87% free cash conversion in 2024; Rig Technologies EBITDA grew ≈7.5%; Lower 48 daily rig margin >$15,400 (second highest on record) .
- Strategic M&A: Closed Parker Wellbore; expected synergies ≈$40M by end of 2025; projected to add ≈$150M Adjusted EBITDA in 2025 to NDS and enhance leverage metrics .
- SANAD JV: Operating scale with newbuild program; JV projected positive adjusted free cash flow crossover in late 2027; significant growth trajectory .
Risk Indicators & Red Flags
- Pay-for-Performance Scrutiny: Historically low Say-on-Pay support (improved to 55% in 2024); Board documented responsiveness and program changes .
- Single-Trigger CiC Vesting: Equity acceleration at change-in-control without termination increases perceived payout risk if transaction-related; mitigated by caps and clawback .
- Leadership Transition: CFO retirement announced (effective Sept 30, 2025); succession plan to SVP Miguel Rodriguez may introduce near-term transition risk, though continuity is planned .
Investment Implications
- Alignment improving: CEO’s equity is fully performance-based, with added multi-year ROIC and caps on TSR payouts; ownership guidelines materially exceeded (~120x salary), reducing misalignment risk .
- Retention vs. cost: 2.99x severance and single-trigger CiC vesting create potential payout optics, but Board emphasizes retention and continuity; clawback and no-tax-gross-up policies temper governance concerns .
- Performance levers: Focused KPIs (net debt reduction, NDS tech growth, margin expansion, ESG metrics) tied to PSUs provide clearer signals; achieving 190% PSU payout indicates execution momentum that, if sustained, can support deleveraging and rerating .