Ben Guill
NOVAbout Ben A. Guill
Ben A. Guill, 74, has been an independent director of NOV Inc. since 1999. He is a Founding Partner of White Deer Energy and previously served as President of First Reserve Corporation; earlier he was Managing Director and Co‑Head of Investment Banking at Simmons & Company International. He holds an MBA and brings more than four decades of energy investment banking and private equity experience to NOV’s board . He is currently expected to transition to Chair of NOV’s Compensation Committee following the 2025 Annual Meeting, reinforcing his influence on pay governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| White Deer Energy | Founding Partner | Not disclosed (current) | Middle‑market energy private equity leadership; current outside role |
| First Reserve Corporation | President | Sep 1998 – Apr 2007 | Led energy-focused private equity platform |
| Simmons & Company International | Managing Director & Co‑Head of Investment Banking | Pre‑1998 (prior to First Reserve) | Oilfield services investment banking leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Flowco Holdings Inc. | Director | Since Jan 2025 (current) | Board appointment disclosed in 2025 proxy |
| Emerald Oil, Inc. | Director | Prior | Former public board experience |
| Dresser, Inc. | Director | Prior | Former public board experience |
| Quanta Services, Inc. | Director | Prior | Former public board experience |
| T‑3 Energy Services, Inc. | Director | Prior | Former public board experience |
| Chart Industries, Inc. | Director | Prior | Former public board experience |
| Cheniere Energy Partners, L.P. (GP) | Director (GP) | Prior | Former board of the general partner |
Board Governance
- Committee assignments (2024): Member, Compensation Committee; not on Audit or Nominating/Governance .
- Anticipated role change: Expected to become Compensation Committee Chair after the 2025 Annual Meeting (if re‑elected), with William R. Thomas expected as Lead Director .
- Independence: Affirmatively determined independent by the Board .
- Attendance: Each incumbent director attended at least 75% of Board and committee meetings in 2024; all directors attended the 2024 annual meeting except Mr. Kendall (who joined in December 2024) .
- Director commitment policy: NOV limits directors to service on no more than four public boards (including NOV) unless approved; the Nominating/Governance Committee found all directors compliant in Nov 2024 .
- Board/committee activity level (context): Board met 6 times; committees met 15 times in 2024 .
Fixed Compensation (Director)
| Component | NOV Policy (2024) | Guill 2024 Amount |
|---|---|---|
| Annual Board Retainer (cash) | $100,000 | — |
| Committee Member Retainers | Comp: $7,500; Audit: $10,000; Nominating: $5,000 | — |
| Lead Director / Chair Retainers | Lead: $35,000; Audit Chair: $30,000; Comp Chair: $20,000; Nominating Chair: $15,000 | — |
| Fees Earned or Paid in Cash (total) | — | $107,500 (Board retainer + Compensation Committee member retainer) |
| All Other Compensation | — | $14,986 (benefit costs and limited spousal airfare for one off‑site meeting) |
Notes:
- Director compensation unchanged for 2024; reviewed by Meridian in Nov 2023 (program between 25th–50th percentile of peers) .
- Effective Jan 1, 2025, program changes: annual equity award increased to $200,000; Compensation Committee member retainer to $8,750; Nominating/Governance member retainer to $7,500 .
Performance Compensation (Director)
| Equity Element | Grant Detail | Value/Units | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU grant (non‑employee directors) | May 15, 2024 | 9,550 RSUs | 100% on 1‑year anniversary (May 15, 2025) | Grant date fair value per director approx. $180,018 in 2024 table |
Additional program features:
- Directors are eligible for equity awards under NOV’s LTIP; RSUs vest after one year; dividend equivalents accrue and are paid only upon vesting/delivery (LTIP terms) .
- Director Deferred Compensation Plan permits deferral of cash retainers and RSUs; dividends accrue as phantom shares; example: Ms. Donadio deferred 2024 RSUs .
Other Directorships & Interlocks
- Current public company directorships disclosed for Mr. Guill: none (Flowco Holdings Inc. is disclosed without a public ticker and appears non‑public) .
- Compensation Committee interlocks: None reported for members (Thomas, Guill, Mattson) .
Expertise & Qualifications
- Skills matrix highlights for Guill include: private equity, corporate governance, financial expertise/literacy, strategic planning, energy/oil & gas industry, risk management, international business, financial disclosure, government/regulatory, sales/marketing, CEO/senior executive leadership, and technology/engineering exposure; age 74; independent; director since 1999 .
Equity Ownership
| Holder | Common Shares Owned | Options Exercisable (60 days) | % of Class | RSUs Outstanding at 12/31/24 |
|---|---|---|---|---|
| Ben A. Guill | 147,891 | 0 | <1% | 9,550 (2024 grant) |
Alignment and policies:
- Director stock ownership guideline: 6x annual cash retainer (i.e., 6×$100,000); as of Jan 1, 2025, all non‑employee directors other than recent 2024 joiners (Kendall, Martinez, Melcher) were in compliance—this includes Guill .
- Anti‑hedging policy: prohibits hedging/monetization transactions (e.g., forwards, swaps, collars, exchange funds) by directors; policy summarized in proxy and filed with 10‑K .
- Pledging: No specific pledging prohibition disclosed; no pledging by Mr. Guill disclosed in the proxy .
Related-Party Exposure (Conflicts)
- In Jan 2024, NOV acquired Extract Companies, LLC for $230 million. White Deer Energy funds (controlled by Mr. Guill and one other person) collectively owned ~60% of Extract; through fund investments, Mr. Guill indirectly owned ~2.2% and received proceeds of approximately $3.8 million. Mr. Guill (and Mr. Mattson) recused from all discussions, meetings, and approvals related to the transaction. NOV states the transaction was not material to the Company and affirms conflict review/approval procedures via the Audit Committee/Code of Ethics .
RED FLAG: Related‑party transaction with entities controlled by a sitting director (Guill) resulting in personal proceeds (~$3.8M). Mitigants disclosed include full recusal and application of NOV’s conflicts policy; characterization as not material to NOV limits financial impact, but investors may scrutinize process rigor and pricing given the director’s PE affiliation .
Governance Assessment
Strengths
- Deep energy finance and private equity expertise enhances Compensation Committee oversight on incentive design, capital deployment alignment, and peer benchmarking .
- Expected elevation to Compensation Committee Chair increases accountability for pay‑for‑performance; recent Say‑on‑Pay support (96% in 2024) suggests investors currently endorse NOV’s program and oversight framework .
- Clear independence designation and at least 75% meeting attendance; Board maintains independent committee structure with executive sessions .
- Strong director ownership alignment with 6x retainer guideline; compliance for seasoned directors; annual equity grants with vesting encourage long‑term alignment .
Risks/Watch Items
- Related‑party transaction with White Deer Energy (Extract acquisition) involving director economic interest—even with recusals—warrants continued monitoring for supplier/customer transactions and future M&A exposures .
- Long tenure (since 1999) can raise perceived independence concerns among some investors, particularly as he assumes Compensation Committee Chair; offset by formal independence determination and ongoing Board refresh (several newer directors in 2024) .
Director Compensation Summary (2024)
| Category | Ben A. Guill | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $107,500 | Board retainer + Compensation Committee member retainer |
| Stock Awards (RSUs) | $180,018 | 9,550 RSUs granted 5/15/2024; vest 5/15/2025 |
| All Other Compensation | $14,986 | Medical/dental/vision benefits and limited spousal airfare for one off‑site meeting |
| Total | $302,504 | Sum of above |
Program updates effective 2025: annual director equity award increased to $200,000; certain committee member retainers increased (Comp to $8,750; Nominating to $7,500) .
Committee Assignments & Attendance (2024)
| Committee | Role | Meetings in 2024 | Attendance Disclosure |
|---|---|---|---|
| Compensation Committee | Member (expected Chair post‑2025 AGM) | 2 | Each incumbent director ≥75% of applicable meetings |
| Audit Committee | — | 9 | — |
| Nominating/Corporate Governance | — | 4 | — |
Expertise & Qualifications (Proxy Matrix Highlights for Guill)
- Private equity; corporate governance; financial expertise; strategic planning; energy/oil & gas; risk management; international business; financial disclosure; government/regulatory; sales/marketing; senior leadership; technology/engineering exposure; Independent; Director since 1999; Age 74 .
Equity Ownership & Alignment
- Beneficial ownership: 147,891 NOV common shares; no options exercisable within 60 days; <1% of shares outstanding .
- Outstanding director RSUs at 12/31/24: 9,550 (2024 grant) .
- Compliant with 6x retainer stock ownership guideline for non‑employee directors (as of Jan 1, 2025) .
- Anti‑hedging policy in place for directors; no pledging disclosure for Guill .
Additional Context
- Director compensation peer review conducted by Meridian; Board maintained 2024 levels to align around 25th–50th percentile; 2025 adjustments increase equity retainer toward median .
- Compensation Committee reports no interlocks for members (including Guill) .
- Board culture includes quarterly executive sessions and a Lead Independent Director structure (moving to William R. Thomas post‑AGM) .