Mark D. Andrews
NABORS INDUSTRIESAbout Mark D. Andrews
Mark D. Andrews, age 52, serves as Corporate Secretary of Nabors Industries Ltd. (NBR), a role he has held since September 2007; he is also a Vice President and frequent SEC filing signatory for the company . Andrews holds an Honors B.B.A. from Wilfrid Laurier University and is a Chartered Professional Accountant, Chartered Secretary, and CFA charterholder, following treasury roles at General Electric and tax management at PwC’s Mining & Resource practice . Company performance context: Adjusted EBITDA was $881.3M in 2024 (vs. $915.2M in 2023 and $709.4M in 2022), while the five-year TSR measure shows $100 invested equating to $40.62 in 2024, $58.01 in 2023, and $110.05 in 2022, underscoring cyclicality and leverage to drilling markets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nabors Industries Ltd. | Corporate Secretary (and Vice President) | Sep 2007–Present | Corporate governance officer, shareholder engagement participant, SEC filing signatory |
| General Electric Company | Treasury and financial management positions | Dec 2000–Sep 2007 | Built corporate treasury/finance experience relevant to capital structure and governance |
| PricewaterhouseCoopers LLP | Tax Manager, Mining & Resource Practice | Sep 1996–Nov 2000 | Tax, mining/resources domain expertise; cross-border compliance exposure |
External Roles
No public company directorships or external board roles are disclosed for Andrews in the 2025 proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 273,336 | 282,115 | 285,000 |
| Stock Awards ($) | 122,997 | 406,961 | 365,461 |
| Non-Equity Incentive Plan Comp ($) | 150,700 | 90,420 | 100,958 |
| All Other Compensation ($) | 164,922 | 166,741 | 176,078 |
| Total ($) | 711,955 | 946,237 | 927,497 |
Perquisites (2024 detail): housing allowance $48,000; dependent education reimbursement $48,436; Bermuda payroll taxes reimbursement $48,585; plus Bermuda pension, club membership, health and social insurance (each item below the greater of $25,000 or 10% threshold) .
Performance Compensation
| Incentive | Metric | Target | Actual/Payout | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Quantitative & qualitative goals for Corporate Secretary | Threshold $85,500; Target $142,500; Max $199,500 | Paid $100,958 | Cash (annual) | N/A |
| TSR Shares (2024 grant) | Relative TSR vs peer percentiles | Target 1,750 sh; Threshold 875; Max 3,499 | Earnout depends on 3-yr TSR percentile; capped at target if absolute TSR negative | Cliff vest at end of 3 years (2024–2026) | $200,000 |
| Long-Term Performance Stock Units (LTPSUs, 2024 grant) | 3-year ROIC (target 10%; max ≥12%) | Target 860 sh; Max 1,720 | Earnout 0% below target; linear between target and max | Cliff vest at end of 3 years (2024–2026) | $75,000 |
| Restricted Shares (2024 grant) | Time-based | 1,062 sh | N/A | Vests ratably over 4 years (beginning 2025) | $90,461 |
Notes:
- Corporate Secretary’s long-term equity mix includes TSR Shares, LTPSUs (ROIC) and restricted shares; his 2024 restricted shares were sized by applying a 1.0x multiplier to his 2023 cash incentive of $90,420 divided by the share price of $85.18, resulting in 1,062 shares .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 4, 2025) | 19,695 common shares; <1% of outstanding |
| Unvested Restricted Shares (12/31/2024) | 2,404 unvested restricted shares |
| Outstanding Equity Awards (12/31/2024) | TSR Shares (875 target count shown at 25% max), LTPSUs (860 shown at 50% max), multiple restricted share tranches from 2021–2024 |
| Stock Ownership Guidelines | Other NEOs: 1x base salary requirement; retain 50% of net shares until compliant |
| Guideline Compliance | Corporate Secretary owns over 4x the required minimum |
| Hedging/Pledging | Hedging prohibited for officers; holding period rules apply; no pledging policy disclosure in proxy |
Employment Terms
| Provision | Corporate Secretary (Andrews) |
|---|---|
| Employment Agreement | No employment agreement; does not participate in Executive Deferred Compensation Plan |
| Severance Multiples | Not disclosed/applicable; potential payments table reflects only equity value on termination |
| Potential Payments on Termination (12/31/2024) | Stock awards value $137,437; no cash severance, options, Executive Plan amounts |
| Change-in-Control | Not specified for Corporate Secretary; treatment disclosed mainly for CEO/CFO |
| Clawback Policy | NYSE-compliant clawback adopted Nov 10, 2023; applies to officers, 3-year lookback on “Big R/little r” restatements |
Company Performance Context (for compensation and alignment)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Adjusted EBITDA ($000s) | 709,392 | 915,157 | 881,335 |
| Net Income (Loss) ($000s) | (307,218) | 49,904 | (87,987) |
| TSR – Value of $100 Investment | 110.05 | 58.01 | 40.62 |
Vesting Schedules and Upcoming Supply
| Award | Grant Date | Quantity | Vesting Schedule |
|---|---|---|---|
| Restricted Shares | Feb 11, 2022 | 482 | Equal installments on first four anniversaries of grant |
| Restricted Shares | Feb 15, 2023 | 682 | Equal installments on first four anniversaries of grant |
| TSR Shares (PSU) | Feb 19, 2024 | Target 1,750 (thresh 875; max 3,499) | Cliff vest based on 3-year relative TSR performance (2024–2026) |
| Restricted Shares | Feb 19, 2024 | 1,062 | Vests ratably over 4 years beginning 2025 |
| LTPSUs (ROIC) | Apr 1, 2024 | Target 860; max 1,720 | Earned/vest at end of 3-year period (2024–2026) per ROIC |
Tax withholding on vesting can result in net-share delivery and potential small discretionary sales around vest dates; vesting cadence increases supply predictability (no direct sale disclosures for Andrews in proxy) .
Investment Implications
- Alignment and retention: Andrews’ compensation is modest relative to CEO/CFO and combines annual cash and multi-year equity tied to TSR and ROIC, plus time-based restricted shares; he exceeds ownership guidelines (>4x minimum), supporting alignment with shareholders .
- Low change-of-control/severance exposure: Lack of an employment agreement and minimal termination benefits (stock awards only) reduces CIC cost and “golden parachute” risk for this role .
- Vesting-driven supply: Ratable vesting of restricted shares (2022–2024 grants) and cliff vesting of 2024 TSR/LTPSUs through 2026 imply periodic supply and tax-related net share effects; monitor vest dates for incremental selling pressure .
- Governance signal: As Corporate Secretary, Andrews is central to shareholder engagement and governance execution (e.g., proxy access, ESG disclosures, clawback policy), which can support compensation program credibility and reduce governance discount concerns .