Tanya S. Beder
NABORS INDUSTRIESAbout Tanya S. Beder
Independent director of Nabors Industries Ltd. since 2017; age 69 in the 2025 proxy; Chair and CEO of SBCC Group (founder, 1987). She serves as Chair of Nabors’ Compensation Committee and is a member of the Audit and Technology & Safety Committees; the Board designates her an “audit committee financial expert.” Education: B.A. (Mathematics & Philosophy) Yale; MBA Harvard; certificates in Cybersecurity Oversight (Carnegie Mellon SEI), Gaming Cyber & Information Operations (MORS), and Machine Learning in Business (MIT Sloan). Attendance: 100% of Board and Committee meetings in 2024; independence affirmed by the Board’s annual review. She participated directly in shareholder outreach as Compensation Chair.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tribeca Global Management LLC | Chief Executive Officer | Not disclosed | Led a $2.6B investment fund; global operations in Singapore, London, New York |
| Caxton Associates LLC | Managing Director | Not disclosed | Oversaw strategies at a ~$10B asset manager |
| Capital Market Risk Advisors, Inc. | President | Not disclosed | Risk management advisory leadership |
| The First Boston Corporation (now Credit Suisse) | Derivatives trader/structurer; M&A team | Not disclosed | Early team for swaps/options; experience in NY & London |
| National Academies (President’s Circle) | Appointed Member | Appointed 2013 | Prior 6 years on Board of Mathematics and their Applications |
| Stanford University | Instructor | Not disclosed | Taught finance/fintech courses |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kirby Corporation (NYSE: KEX) | Director | Since 2019 | Audit; ESG & Nominating committees |
| American Century mutual fund complex | Director; Chair of the Board | Since 2011 | Governance of multi-fund complex |
| SBCC Group Inc. | Chair & CEO | Since 1987 | Founder; advisory and e-family office leadership |
Board Governance
- Committee assignments: Compensation (Chair), Audit (member), Technology & Safety (member); “audit committee financial expert” designation.
- Independence: Board determined all directors other than CEO are independent; all Audit, Compensation, ESG Committee members meet NYSE/SEC independence standards.
- Attendance/engagement: 24 Board and Committee meetings in 2024; each director attended 100% of meetings for committees served; Beder joined shareholder outreach alongside the Lead Independent Director.
- Director commitments policy: Non-employee directors capped at four public company boards; annual review confirmed all directors comply.
- Executive sessions: Board and committees hold executive sessions with each regular Board meeting.
Fixed Compensation
| Component (2024) | Detail | Amount |
|---|---|---|
| Board cash retainer | Standard annual cash retainer | $100,000 |
| Committee fees | Compensation Chair (non-Audit) | $30,000 |
| Committee fees | Audit Committee member | $15,000 |
| Committee fees | Technology & Safety Committee member | $10,000 |
| Fees Earned or Paid in Cash | Total cash fees received (matches above) | $155,000 |
| Director equity retainer | Annual restricted stock award policy | $250,000 |
Director Compensation (2024):
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $155,000 |
| Stock Awards (grant-date fair value) | $62,471 (951 restricted shares granted 6/4/2024; $62,500 ÷ $65.69) |
| Option Awards | $0 |
| All Other Compensation | $261,500 (Deferred cash in lieu of three-quarters of RSU award $187,500; Special Committee fees $74,000) |
| Total | $478,971 |
Notes:
- Non-employee directors elected to receive $187,500 deferred cash in 2024 in lieu of three-quarters of the annual $250,000 restricted share grant to preserve shares under the stock plan.
- No director elected stock options in lieu of quarterly cash retainers in 2024.
Performance Compensation
Director equity awards are time-based restricted shares (RSUs) and do not include performance metrics. As Compensation Committee Chair, Beder oversees NEO performance-linked incentives using the following structures:
| Incentive | Measurement | Key Mechanics |
|---|---|---|
| Short-Term Incentive (CEO/CFO) | Annual | 100% based on Adjusted EBITDA and CAPEX; cash-settled; motivates annual financial goals aligned to efficiency and growth |
| TSR Shares (CEO/CFO/Corporate Secretary) | 3-year relative TSR | Earned vs peer percentile; no shares below 25th percentile; must achieve ≥85th percentile for max; capped at target if absolute TSR is negative; CEO max payout capped at 5× grant-date value |
| Performance Stock Units (PSUs) | Annual goals, 3-year vesting | Earned PSUs vest 1/3 each year over three years; above-target PSUs may settle in cash (CFO at Committee discretion) |
| Long-Term Performance Share Units (LTPSUs) | 3-year ROIC | Multi-year ROIC adopted in 2023 and 2024 in response to shareholder feedback; no payout at threshold; rigorous targets; structured in exchange for reductions to CEO equity opportunity |
Related governance practices:
- Committee discretion to reduce formula-driven awards; independent consultant (Pay Governance) engaged; no excise tax gross-ups, no option repricing without shareholder approval.
Other Directorships & Interlocks
| Entity | Relationship | Role/Notes |
|---|---|---|
| Nabors Energy Transition Corp. II (NASDAQ: NETD) | SPAC co-sponsored by Nabors; CEO is also an officer/director of NETD | Independent Special Committee established Oct 2024 to oversee NETD’s business combination with e2Companies; Beder served as Chair; received $74,000 for 2024 services |
| SANAD (Saudi Aramco Nabors Drilling JV) | JV governance | Special Committee fees to another director (Chase) included SANAD board compensation; included here for interlock context across Nabors-controlled entities |
Voting & Lock-Up Agreements (Parker acquisition) obligate certain new Nabors shareholders to vote in favor of Board-recommended director nominees and proposals for up to three years post-closing; highlights Board control considerations during integration.
Expertise & Qualifications
- Financial expertise and “audit committee financial expert” status (SEC definition).
- Cybersecurity oversight certification; governance integration of cybersecurity at Board level.
- Quantitative finance, derivatives, and machine learning application experience; leadership across global asset management.
- Strategic and risk management oversight through Compensation and technology committee service.
Equity Ownership
| Item | Quantity/Status | Notes |
|---|---|---|
| Common shares beneficially owned | 12,997 | Less than 1% of outstanding shares |
| Unvested restricted shares (as of 12/31/2024) | 951 | Granted June 4, 2024 |
| Stock options outstanding (fully vested) | 60 | Director options outstanding, fully vested |
| Warrants (vested/within 60 days) | 2,679 | Included in beneficial ownership disclosure |
| Ownership guidelines | ≥5× annual cash retainer | Each director in compliance (≥$500,000 equivalent); valuation methodology per guidelines |
Governance Assessment
- Strengths: Independent director with deep financial and technology/cyber expertise; Compensation Committee Chair with active shareholder engagement; “audit committee financial expert” designation; 100% meeting attendance; compliance with robust director ownership guidelines; committee independence standards met. These support board effectiveness and investor confidence.
- Compensation oversight signals: The Committee added multi-year ROIC LTPSUs and reinforced pay-for-performance features (strict TSR gates, negative TSR caps, three-year vesting), and negotiated CEO equity reductions over time, addressing investor feedback.
- Investor sentiment risk: Say-on-Pay support improved but remained low at 55.15% at the 2024 AGM; as Compensation Chair, Beder’s program design remains under heightened scrutiny by proxy advisors and investors. Continued responsiveness and transparency are positive, but low support is a governance risk indicator.
- Potential conflicts/interlocks: Chairing the independent Special Committee for Nabors-sponsored NETD’s business combination (with separate fees) introduces an affiliate interlock; mitigation includes special committee independence and separate compensation disclosure. Monitor for related-party oversight and alignment.
- Director compensation mix: The 2024 election to receive deferred cash ($187,500) in lieu of three-quarters of equity helps preserve shares under the plan but modestly tilts director pay toward cash in the year; overall equity alignment maintained via restricted shares and ownership guidelines.
Director compensation cap and retainer schedule are competitive for global operations, and all directors are currently compliant with ownership and independence standards, supporting governance quality.