Darryl K. Willis
About Darryl K. Willis
Independent Class I director; age 55 as of March 6, 2025, and on the Nine Energy Service board since August 9, 2018. Corporate Vice President, Energy Industry at Microsoft since September 2019; prior leadership roles at Google Cloud and BP. Education includes a B.S. (Northwestern State University), M.S. in Management (Stanford GSB), and M.S. in Geology & Geophysics (University of New Orleans) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP p.l.c. | President & CEO, BP Angola | Jan 2015 – Dec 2017 | Led upstream operations; senior leadership |
| BP p.l.c. | SVP & Deputy Head of Subsurface | Jul 2012 – Jan 2017 | Technical oversight and subsurface leadership |
| Google Cloud | VP, Oil, Gas & Energy | Prior to Sep 2019 | Energy industry go-to-market leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Microsoft | Corporate VP, Energy Industry | Since Sep 2019 | Leads energy go-to-market and solutions |
| Dril-Quip, Inc. (NYSE: DRQ) | Director | Current | Public company board service |
Board Governance
- Independence: Board affirmed Willis is independent under NYSE and SEC rules; also independent for Audit Committee and Nominating, Governance & Compensation (NGC) Committee service .
- Committee assignments and chair roles:
- Audit Committee member in 2024; removed effective March 7, 2025 (Peffer appointed) .
- NGC Committee member; appointed Chair beginning March 1, 2025 (Schwinger chaired through Feb 28, 2025) .
- Attendance & engagement: Board held seven meetings in 2024; all incumbent directors attended at least 75% of aggregate Board and committee meetings; all directors then-serving attended the 2024 Annual Meeting .
- Election signal: Re-elected as Class I director on May 2, 2025; votes “For” 12,769,830; “Withheld” 1,103,862; broker non-votes 14,601,561 .
| Committee | Willis Membership | Chair Role | Effective Date | 2024 Committee Meetings |
|---|---|---|---|---|
| Audit | Member (2024) | — | — | 4 |
| Nominating, Governance & Compensation | Member | Chair | Mar 1, 2025 | 6 |
Fixed Compensation
- Structure: Quarterly cash retainer $18,750; additional quarterly $1,875 per committee for non-chairs; $3,750 per quarter for NGC Chair; $5,000 per quarter for Audit Chair; $7,500 per quarter for Chairman of the Board. Annual director equity in the form of restricted stock (generally vests one year from grant) .
- 2024 compensation (non-employee director):
| Component | Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $172,201 | Retainers and 2023 cash award vested in 2024 |
| Stock Awards (grant-date fair value) | $100,000 | Restricted stock granted May 7, 2024; 48,077 shares |
| Total | $272,201 | Sum of cash and equity grant value |
- 2024 equity grant specifics: Willis received 48,077 restricted shares on May 7, 2024, scheduled to vest May 7, 2025 (subject to continued service) .
Performance Compensation
| Metric | Director Program Status | Notes |
|---|---|---|
| Performance-based equity metrics | None disclosed for directors | Non-employee director equity is time-based restricted stock; no options currently granted; awards subject to clawback and vesting rules |
Other Directorships & Interlocks
| Company | Ticker | Role | Potential Interlock Considerations |
|---|---|---|---|
| Dril-Quip, Inc. | DRQ | Director | Public company in energy equipment; Nine’s proxy does not disclose related-party transactions with Willis/DRQ |
Expertise & Qualifications
- Deep energy domain expertise (subsurface, upstream operations) and digital transformation leadership across Microsoft and Google Cloud .
- Technical credentials in geology/geophysics; management training (Stanford GSB) .
- Board-level experience at Dril-Quip (public company governance) .
Equity Ownership
- Beneficial ownership: 73,409 shares; <1% of outstanding (42,348,643 shares as of Mar 3, 2025) .
- Director ownership guidelines: Lesser of 3x annual cash retainer or 9,000 shares; fixed alternative = 9,000 shares .
- Compliance status: Holds 73,409 shares, exceeding 9,000-share guideline threshold .
| Item | Value | Citation |
|---|---|---|
| Shares beneficially owned | 73,409 | |
| Shares outstanding (record date) | 42,348,643 | |
| Director stock ownership guideline | Lesser of 3x retainer or 9,000 shares | |
| Compliance assessment | Exceeds 9,000-share threshold |
Compensation Committee Analysis
- Composition: Schwinger, Thomas, Willis (Chair beginning Mar 1, 2025) .
- Independent consultant: Compensation Advisory Partners (CAP) engaged in 2024 for executive and director compensation reviews; provided peer group recommendations and year-end reports .
- Peer group (May 2024): Used for benchmarking base salary, bonus targets, and LTI awards .
| Peer Group Company | Notes |
|---|---|
| Cactus, Inc. | |
| Forum Energy Technologies, Inc. | |
| Helix Energy Solutions Group, Inc. | |
| Independence Contract Drilling, Inc. | |
| Liberty Energy, Inc. | |
| NCS Multistage Holdings, Inc. | |
| Newpark Resources, Inc. | |
| Oil States International | |
| ProPetro Holding Corp. | |
| RPC, Inc. | |
| Select Water Solutions, Inc. | |
| Solaris Oilfield Infrastructure | |
| TETRA Technologies, Inc. |
- Clawback: NYSE-compliant clawback policy effective Nov 3, 2023; Stock Plan awards subject to clawback and no dividend payouts on unvested awards .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting vote results:
- Re-election (Class I directors): Willis “For” 12,769,830; “Withheld” 1,103,862; broker non-votes 14,601,561 .
- Say-on-pay: “For” 12,799,899; “Against” 969,714; “Abstain” 104,077; broker non-votes 14,601,563 .
- PwC ratification: “For” 28,020,850; “Against” 17,677; “Abstain” 436,725 .
- Incentive Plan Amendment: “For” 8,785,909; “Against” 5,049,180; “Abstain” 38,601; broker non-votes 14,601,563 .
Related-Party Transactions and Conflicts
- Company disclosed related-party transactions involving David Crombie (leases and purchases through entities he owns/has interests). No related-party transactions disclosed involving Willis .
Governance Assessment
- Strengths: Independent status; chairs the NGC Committee; strong attendance baseline; re-elected with substantial “For” votes; significant personal share ownership exceeding director ownership guideline, aligning interests with shareholders .
- Compensation alignment: Director pay is conventional—cash retainers plus time-based restricted stock; no performance-based director metrics, limiting pay-for-performance signals but consistent with market practice for directors .
- Compensation oversight: Use of an independent consultant (CAP) and a defined peer group provides structure and external discipline to compensation decisions led by Willis as NGC Chair .
- RED FLAGS: None disclosed regarding Willis—no related-party transactions, no tax gross-ups under the Stock Plan, and no option repricing permitted without shareholder approval . Potential external role sensitivity (Microsoft’s energy relationships) is noted by background, but no conflicts or related-party dealings are disclosed in Nine’s filings .