John Yearwood
NABORS INDUSTRIESAbout John Yearwood
John Yearwood (age 65) is Nabors Industries’ Independent Lead Director, serving since 2011, and has been a director since 2010; he formerly served as CEO, President, and COO of Smith International and spent 27 years at Schlumberger in global operating and financial roles . He holds a B.S. Honors in Geology and the Environment from Oxford Brookes University, UK . The Board has determined he is independent, and he meets SEC “audit committee financial expert” criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smith International, Inc. | CEO, President, COO; Director | CEO/Pres/COO until Aug 2010; Director 2006–Aug 2010 | Led sale of Smith to Schlumberger in Aug 2010 |
| Schlumberger Limited | Operations, management, staff roles across Latin America, Europe, North Africa, North America; President and financial director roles | 27 years (various roles) | Senior operational and financial leadership in global geographies |
| WesternGeco (Schlumberger/Baker Hughes JV) | Financial Director | 2000–2004 | Finance leadership in a 70:30 JV |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| TechnipFMC plc (NYSE: FTI) | Director | Public | Current |
| Vast Renewables Ltd. (NASDAQ: VSTE) | Director | Public | Current |
| Sheridan Production Partners III | Director | Private | Current |
| Foro Energy LLC | Director | Private | Current |
| Coil Tubing Partners LLC | Director | Private | Current |
| Nabors Energy Transition Corp. (NYSE: NETC) | Director | Public | Until Dec 2023 |
| Sabine Oil & Gas, LLC | Director | Private | Until Aug 2016 |
| Premium Oilfield Services, LLC | Director | Private | Until Apr 2017 |
| Dixie Electric LLC | Director | Private | Until Nov 2018 |
| Barra Energia LLC | Director | Private | Until Dec 2020 |
Board Governance
- Independence: The Board determined all directors other than the Chair/CEO are independent; Yearwood is independent .
- Lead Independent Director: Primary responsibilities include presiding executive sessions, setting board agendas with the Chair, leading board evaluations with ESG Chair, serving as liaison to independent directors, and direct shareholder engagement .
- Attendance: 100% attendance for all board and committee meetings in 2024; the Board held four meetings and each core committee met four times .
- Executive Sessions: Conducted with every regular board meeting; any director can request .
| Committee | Member | Chair |
|---|---|---|
| Audit | Yes | No (Chair: John P. Kotts) |
| ESG | Yes | No (Chair: Michael C. Linn) |
| Risk Oversight | Yes | No (Chair: Anthony R. Chase) |
| Technology & Safety | Yes | No (Chair: James R. Crane) |
| Executive | Yes | No (Chair: Anthony G. Petrello) |
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $180,000 |
| Stock Awards (grant-date fair value) | $62,471 |
| Option Awards | $0 |
| Non-Equity Incentive Comp | $0 |
| Change in Pension/Deferred Comp Earnings | $0 |
| All Other Compensation (Deferred cash + Special Committee fees) | $251,500 (=$187,500 deferred cash + $64,000 special committee) |
| Total | $493,971 |
Breakdown and policy context:
- Current standard retainers: Board member $100,000; Independent Lead Director $35,000; Audit Committee member $15,000; non-Audit committee membership $10,000 each; chairs: Audit $60,000; non-Audit chair $30,000 . Yearwood’s 2024 cash fees reconcile to $100,000 + $35,000 + $15,000 + $30,000 = $180,000 .
- Director compensation cap: Aggregate limit $750,000 per calendar year under Limitation Policy (amended Apr 24, 2024) .
- Ownership guidelines: 5x annual cash retainer; each director in compliance .
Performance Compensation (Director)
| Equity Award Detail | Metric/Terms | Quantity/Value | Vesting |
|---|---|---|---|
| Annual restricted shares (June 4, 2024 grant) | Time-based RSUs (non-performance) | 951 shares determined by dividing $62,500 by $65.69; ASC 718 fair value recognized $62,471 | As of Dec 31, 2024, 951 unvested shares outstanding |
| Deferred cash in lieu of equity (to preserve plan shares) | Board election upon Compensation Committee recommendation | $187,500 (three-quarters of $250,000 annual equity entitlement) | Cash; no vesting schedule applicable |
Notes:
- Directors may elect immediately vested stock options in lieu of quarterly cash retainers; none did in 2024 .
- No performance-based equity (PSUs/TSRs) is granted to directors; director equity is primarily time-based restricted shares .
Other Directorships & Interlocks
| Link | Description |
|---|---|
| TechnipFMC (FTI) | Current director; large OFS/equipment company—industry network interlock |
| Vast Renewables (VSTE) | Current director; prior governance around NETC SPAC evolution noted in proxy; Yearwood also sat on NETC until Dec 2023 |
| Special Committees | Member of independent Special Committee overseeing NETC II’s business combination with e2Companies; received $64,000 in 2024 |
No related-party transactions disclosed for Yearwood; the proxy’s 2024 related-party review focused on transactions linked to Director Crane and Crane-controlled entities; ESG Committee determined independence and arm’s-length terms; Crane does not sit on Audit/Comp/ESG .
Expertise & Qualifications
- Audit committee financial expert under SEC rules (Yearwood meets criteria) .
- Deep executive experience in oilfield services, strategy, operations, and finance; negotiated major M&A (Smith/Schlumberger) .
- International operations leadership across multiple regions; technology and drilling domain familiarity .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Included Derivatives |
|---|---|---|---|
| John Yearwood | 20,636 | <1% | 4,879 warrants included in beneficial ownership within 60 days |
- Director ownership guideline compliance: Each director, including Yearwood, is compliant with 5x cash retainer guideline .
Governance Assessment
- Board effectiveness and engagement: As Lead Independent Director, Yearwood co-leads agenda-setting, board evaluations with ESG Chair, presides executive sessions, and actively engages shareholders; 100% meeting attendance in 2024 supports strong oversight .
- Committee footprint: Broad membership across Audit, ESG, Risk Oversight, Technology & Safety, and Executive commits significant time and cross-functional oversight; Yearwood is not a committee chair, helping preserve independence in oversight roles .
- Compensation alignment (director): Mix emphasizes fixed cash with modest time-based equity; significant use of deferred cash in 2024 to preserve share pool indicates prudence in equity overhang .
- Investor confidence signals: Company-level Say-on-Pay support improved to 55.15% in 2024, with Yearwood participating directly in extensive shareholder outreach; continued focus on responsiveness to feedback is positive but indicates ongoing scrutiny of executive pay practices .
- Conflicts/related-party: No Yearwood-specific related-party transactions disclosed; ESG Committee reviews and pre-approves related-party transactions and determined director independence annually .
RED FLAGS: None disclosed specific to Yearwood (no pledging, loans, related-party dealings). Company-wide say-on-pay support remains relatively low historically, though improving, requiring sustained engagement and compensation rigor .