John P. Kotts
NABORS INDUSTRIESAbout John P. Kotts
Independent director since 2013 (age 74), Audit Committee Chair and Compensation Committee member. Kotts is a private investor and entrepreneur who runs J.P. Kotts & Co., an investment fund, and serves as owner/CEO of Vesco/Cardinal (oil tool rental and services) with additional manufacturing interests. He sits on the board of Gulf Capital Bank and holds a B.A. in Philosophy and an MBA in Finance from Hofstra, with post‑graduate work at McGill, NYU, and Harvard Business School . The Board lists his tenure at 12 years and recognizes him as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Kotts & Co., Inc. | Principal; operator of private investment fund | Not disclosed | Focused on trading U.S./international securities and other instruments |
| Vesco/Cardinal | Owner and CEO | Current | Oil tool rental and service company |
| Cardinal Services, Inc. | Owner/operator; production-related services (lift boats, wireline, P&A) | 1990–1998 | Grew leading supplier in Gulf of America |
| Various LBO/VC/Investment Banking firms | Financial/banking roles | Not disclosed | Leveraged buyouts, venture capital, turnarounds |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gulf Capital Bank | Director | Current | Board member (private bank) |
Board Governance
- Independence: Board determined all directors except CEO are independent; Audit and Compensation Committees fully independent. Kotts serves as Audit Chair and Compensation member; Audit members meet NYSE/SEC independence and literacy; Kotts is an “audit committee financial expert” .
- Attendance: 24 Board and Committee meetings held in 2024; each director attended 100% of meetings and information sessions for their committees; five directors attended the 2024 AGM .
- Committees and roles (2024):
- Audit Committee: Kotts (Chair), Beder, Yearwood .
- Compensation Committee: Beder (Chair), Chase, Kotts .
- Policy safeguards: Overboarding limits (≤4 public boards for non‑employees) with annual review of commitments; all directors comply .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Board cash retainer | $100,000 | Standard director retainer |
| Audit Committee Chair retainer | $60,000 | Chair premium |
| Compensation Committee member retainer | $10,000 | Non‑Audit committee membership |
| Fees earned or paid in cash (total) | $170,000 | Sum aligns with retainers above |
| Restricted stock award (grant-date fair value) | $62,471 | 951 restricted shares granted June 4, 2024 (951 = $62,500 / $65.69 per share) |
| All other compensation (deferred cash in lieu of 3/4 of annual RS grant) | $187,500 | Directors elected to defer cash to preserve plan share pool |
| Option awards (2024) | $0 | None elected in 2024 |
| Total 2024 director compensation | $419,971 | Sum of components |
Retainer framework: Board member restricted stock award annual target $250,000; maximum total director compensation capped at $750,000 per calendar year; directors may elect immediately vested options in lieu of quarterly cash, valued via Black‑Scholes (none did in 2024) .
Performance Compensation
| Equity Award Type | Grant Date | Shares/Units | Fair Value | Vesting/Notes |
|---|---|---|---|---|
| Restricted Shares | Jun 4, 2024 | 951 | $62,500 grant target; $62,471 ASC 718 value | Time‑based; 951 unvested as of Dec 31, 2024 |
- No performance‑conditioned equity disclosed for non‑employee directors; annual equity is time‑based restricted shares with the option to elect cash deferral to preserve plan share pool .
- Clawback and performance metric frameworks in the proxy relate to NEOs; not applicable to director compensation .
Other Directorships & Interlocks
| Company | Public/Private | Role | Notes |
|---|---|---|---|
| None | Public | — | No other public company directorships |
| Gulf Capital Bank | Private | Director | Board member |
- Compensation Committee interlocks: None; Kotts has not served as a company officer and participated in no transactions requiring related‑party disclosure under SEC proxy rules in the last fiscal year .
Expertise & Qualifications
- Audit committee financial expert; strong financial literacy and accounting experience per Board determination .
- Entrepreneurial oilfield services background; capital markets/investment banking experience; board service at private financial institution; advanced education in finance .
- Skills matrix flags for finance/capital allocation, financial literacy/accounting, investment banking; Board tenure listed as 12 years .
Equity Ownership
| Item | Amount | Date/Notes |
|---|---|---|
| Common shares beneficially owned | 14,963 | As of Apr 4, 2025; less than 1% of outstanding |
| Unvested restricted shares | 951 | As of Dec 31, 2024 |
| Stock options outstanding (fully vested) | 9,429 | As of Dec 31, 2024 |
| Stock options included in beneficial ownership (vested/vesting ≤60 days) | 9,225 | As of Apr 4, 2025 |
| Warrants | 0 | As of Apr 4, 2025 |
| Director ownership guideline | 5× annual cash retainer | All directors currently in compliance |
| Hedging policy | Prohibits officers/directors/employees from put/call trading and short sales of Company shares | Insider Trading Policy reference |
No pledging policy disclosure for directors beyond restricted stock transfer prohibitions during vesting; plan terms restrict pledging/transfers for unvested awards .
Insider Trades
| Date | Type | Shares | Price | Value | Source |
|---|---|---|---|---|---|
| Sep 5, 2023 | Sale | 4,975 | $125.13 | $622,527 | |
| Jun 4, 2024 | Stock Award (RS grant) | 951 | $0 | N/A | SEC Form 4 (XML) |
| Jun 3, 2025 | Stock Award (grant) | 6,277 | $0 | N/A | Nabors IR Insider Transactions |
Governance Assessment
- Strengths: Kotts is Audit Chair with “financial expert” designation, reinforcing oversight of financial reporting, internal controls, and auditor independence . 100% meeting attendance supports engagement and board effectiveness . Independence affirmed; Compensation Committee fully independent .
- Ownership alignment: Complies with director ownership guidelines (≥5× cash retainer). Holds meaningful vested options and restricted shares; hedging and short sales prohibited under policy, supporting alignment .
- Compensation structure: Reasonable mix of cash retainers and time‑based equity; 2024 total of $419,971 falls well below the $750,000 cap; elected deferred cash to preserve plan shares—share‑sensitive behavior .
- Potential conflicts: Kotts owns/operates Vesco/Cardinal (oil tool rental and services). No related‑party transactions with Nabors are disclosed; ESG Committee reviews and must pre‑approve any related‑party transactions involving directors, mitigating conflict risk .
- Investor confidence signals: As Compensation Committee member, Kotts participated in responsiveness to historically low say‑on‑pay support (55.15% FOR in 2024), reflected in expanded disclosure and performance alignment actions; continued shareholder engagement led by committee and lead director .