Christian Kendall
NOVAbout Christian S. Kendall
Christian S. Kendall (58) joined NOV’s Board in December 2024 as an independent director. He brings 30+ years in global oil & gas, including President & CEO of Denbury Inc. (2017–2023), advisory work at Exxon Mobil in 2024, senior leadership at Noble Energy, and an early career at Mobil. He holds a B.S. in Engineering (Civil) from Colorado School of Mines and completed Harvard Business School’s Advanced Management Program; he currently serves on the boards of California Resources Corporation (CRC), Carbon TerraVault (a CRC subsidiary), and Range Resources Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Denbury Inc. | Director; President & CEO | 2017–2023; acquisition by Exxon Mobil Nov-2023 | Led Chapter 11 restructuring (filed Jul-2020; emerged Sep-2020) |
| Exxon Mobil Corporation | Advisor | 2024 | Advisory role post Denbury acquisition |
| Noble Energy | SVP, Global Operations Services; multiple leadership roles | 14-year tenure at Noble | International/domestic leadership across Eastern Mediterranean, Latin America, Gulf of Mexico |
| Mobil Corporation | Early career start | Began 1989 | Engineering/operations foundation |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| California Resources Corporation (CRC) | Director | Current | Chair, Nominating & Corporate Governance; Member, Audit |
| Carbon TerraVault (CRC subsidiary) | Director | Current | N/A (subsidiary board role) |
| Range Resources Corporation | Director | Current | N/A (committee roles not specified in NOV proxy) |
Board Governance
- Independence: Board affirmed Kendall as independent under NOV’s Corporate Governance Guidelines and NYSE standards .
- Committee assignments: Audit Committee member (appointed Dec-2024; did not participate in decisions made before appointment) . Expected to join Compensation Committee following the 2025 Annual Meeting (assuming re-election), succeeding Mr. Mattson .
- Committee meeting cadence 2024: Audit (9), Compensation (2), Nominating/Corporate Governance (4) .
- Attendance: Each incumbent director attended at least 75% of Board and committee meetings of which they were members .
- Lead Independent Director: Mr. Armstrong served as Lead Director in 2024; the Board expects to designate Mr. Thomas as Lead Director following the 2025 Annual Meeting (assuming re-election) .
- Audit Committee qualifications: Board determined all Audit members are financially literate; Donadio (Chair), Melcher, and Harrison designated as SEC “Financial Experts” .
Fixed Compensation
| Component | Amount | Effective Date | Notes |
|---|---|---|---|
| Annual Board Retainer (non-employee director) | $100,000 | Ongoing (unchanged for 2024) | Paid quarterly |
| Lead Director Retainer | $35,000 | Ongoing | Paid quarterly |
| Committee Chair Retainers – Audit | $30,000 | Ongoing | Paid quarterly |
| Committee Chair Retainers – Compensation | $20,000 | Ongoing | Paid quarterly |
| Committee Chair Retainers – Nominating/Governance | $15,000 | Ongoing | Paid quarterly |
| Committee Member Retainer – Audit | $10,000 | Ongoing | Paid quarterly |
| Committee Member Retainer – Compensation | $7,500 → $8,750 | Increased effective Jan-1-2025 | To align nearer peer median |
| Committee Member Retainer – Nominating/Governance | $5,000 → $7,500 | Increased effective Jan-1-2025 | To align nearer peer median |
| 2024 Director Compensation (Name) | Cash Fees | Stock Awards (Fair Value) | Other | Total |
|---|---|---|---|---|
| Christian S. Kendall | — | — | — | — (fees for 2024 service were paid in 2025) |
Performance Compensation
| Equity Grant | Grant Date | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU grant (each non-employee director) | May 15, 2024 | 9,550 RSUs | $180,018 | 100% on first anniversary of grant |
| Annual RSU grant value change (program) | Jan 1, 2025 | N/A (value basis) | $200,000 (target value) | Program change to bring equity nearer peer median |
| Kendall RSUs outstanding (as of Dec 31, 2024) | N/A | 0 | N/A | Joined Dec-2024; no RSUs outstanding at year-end |
- No director performance-based metrics (e.g., TSR, EBITDA) are disclosed for NOV’s non-employee director equity; grants are time-based RSUs vesting after one year .
Other Directorships & Interlocks
| Company | Relationship to NOV | Potential Interlock/Conflict |
|---|---|---|
| California Resources Corporation; Carbon TerraVault; Range Resources | External public/director roles held by Kendall | NOV discloses certain related-party transactions generally; no NOV-related transactions disclosed for Kendall. Conflicts must be disclosed to Audit Chair per policy; loans/gross-ups prohibited per Code . |
Expertise & Qualifications
- Skills matrix indicates Kendall brings operations/industry, international business, corporate governance, financial literacy, strategic planning, energy sector, science/engineering/technology, risk management, legal/compliance, government/regulatory, and CEO/senior executive experience .
- Education: B.S. Engineering (Civil), Colorado School of Mines; Harvard Business School Advanced Management Program .
- Industry track record: Led Denbury through Chapter 11 and successful emergence; broad global operational leadership (Noble Energy) .
Equity Ownership
| Holder | Shares Beneficially Owned | Options Exercisable <60 days | Percent of Class |
|---|---|---|---|
| Christian S. Kendall | 0 | — | <1% (based on 378,655,753 shares outstanding) |
| Kendall RSUs Outstanding (Dec 31, 2024) | 0 | N/A | N/A |
- Non-employee director stock ownership guideline: 6× annual cash retainer; as of Jan 1, 2025, Kendall (joined 2024) not yet in compliance; others except Martinez and Melcher are compliant .
Governance Assessment
- Board effectiveness: Kendall adds restructuring and operating depth from Denbury/Noble, and active governance roles at CRC, including committee chairmanship. His Audit Committee membership strengthens financial oversight; Board affirms independence .
- Engagement: Minimum 75% attendance threshold met by incumbents; Kendall appointed to Audit in Dec-2024 and did not participate in prior decisions, reflecting appropriate governance controls during transition .
- Compensation alignment: NOV uses modest cash retainers with time-based RSUs vesting in one year; 2025 program adjustments move toward peer medians without adding performance-linked metrics for directors. Kendall had no 2024 RSUs outstanding given late-year appointment; fees for 2024 paid in 2025 .
- Ownership alignment: Stringent 6× retainer guideline; Kendall not yet compliant due to recent appointment and zero beneficial ownership at 3/25/2025, which is typical for new directors and should be monitored for progress to guideline compliance .
- Conflicts/related-party exposure: No Kendall-specific related-party transactions disclosed; policy requires Audit Chair review for any conflicts and prohibits loans/credit. Recent related-party transaction involved other directors (White Deer/Extract), with recusal and immateriality to NOV—illustrating governance discipline .
- RED FLAGS:
- Denbury Chapter 11 involvement (context: led emergence successfully; experience can be a positive for risk management but bankruptcy history is notable) .
- Multiple external boards (CRC, CTV, Range) increase time commitments; no attendance shortfalls disclosed, but monitor for overboarding risk; currently no NOV-specific conflicts disclosed for Kendall .
Key implications for investors:
- Independent oversight: Audit membership and expected Compensation Committee role support pay oversight and financial integrity **[1021860_0001193125-25-076219_d911436ddef14a.htm:13]** **[1021860_0001193125-25-076219_d911436ddef14a.htm:14]**.
- Alignment watchpoint: Track Kendall’s progress to 6× retainer ownership guideline and 2025 equity grant receipt to enhance “skin-in-the-game” **[1021860_0001193125-25-076219_d911436ddef14a.htm:89]** **[1021860_0001193125-25-076219_d911436ddef14a.htm:88]**.
- Conflict vigilance: No Kendall-related transactions disclosed; governance processes (recusals, Audit Chair review) appear robust based on other directors’ disclosures **[1021860_0001193125-25-076219_d911436ddef14a.htm:43]**.