Craig Weinstock
NOVAbout Craig Weinstock
Craig L. Weinstock, 66, is Senior Vice President, Secretary, and General Counsel of NOV, a role he has held since October 2014; he joined NOV in October 2013 as Chief Compliance Officer after 29 years practicing law at Locke Lord LLP advising boards on governance, securities, and compliance matters. He holds a B.A. from the State University of New York and a J.D. from Vanderbilt Law School . NOV’s compensation framework ties pay to Adjusted EBITDA, Relative TSR, and NOV Value Added (NVA); in 2024 the company delivered 3.3% revenue growth and an 11% improvement in Adjusted EBITDA versus 2023, with pay-versus-performance trends showing CAP tracking NOV’s TSR and the SPSIOS index over five years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NOV Inc. | Chief Compliance Officer | 2013–2014 | Built and led compliance prior to promotion to General Counsel |
| Locke Lord LLP (Texas) | Corporate governance/securities attorney | 29 years (through 2013) | Advised boards and independent directors; represented NOV on a variety of matters |
External Roles
No external public-company board roles or committee positions are indicated in Mr. Weinstock’s disclosed biography in NOV’s 2025 proxy .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $565,000 |
| Target Bonus (%) | 85% |
| Target Bonus ($) | $480,250 |
| Actual Bonus Paid ($) | $457,707 |
| Summary Compensation Table – All Other Comp ($) | $26,294 |
| Summary Compensation Table – Total ($) | $2,864,187 |
Annual Target Bonus Opportunity (% of Salary):
| Name | 2022 | 2023 | 2024 |
|---|---|---|---|
| Craig L. Weinstock | 85% | 85% | 85% |
Performance Compensation
Annual Incentive Plan – 2024 (Corporate bucket for Williams, Bayardo, Weinstock):
| Metric | Weight | Min | Target | Max | Actual (Without WCM) | Actual (With WCM) | Payout (Without WCM) | Payout (With WCM) |
|---|---|---|---|---|---|---|---|---|
| NOV Adjusted EBITDA ($M) | 90% | $668 | $1,113 | $1,558 | $1,058 | $1,048 | 89% | 87% |
| NOV Safety: TRIR | 5% | 1.32 | 0.82 | 0.25 | 0.57 | n/a | 144% | n/a |
| NOV Safety: Annual Goals | 5% | Achieved | Achieved | Achieved | Achieved | Achieved | 200% | n/a |
Bonus Outcome – 2024:
| Name | Base Salary ($) | Target Bonus (%) | Target Bonus ($) | Actual Bonus ($) | Overall % of Target |
|---|---|---|---|---|---|
| Craig L. Weinstock | $565,000 | 85% | $480,250 | $457,707 | 95% |
Long-Term Incentives (2024 grants approved 2/6/2024):
| Instrument | Metric | Weight | Grant Date | Units/Options | Strike | Expiration | Vesting | Grant-Date FV ($) |
|---|---|---|---|---|---|---|---|---|
| PSUs | Relative TSR | 85% | 2/6/2024 | Target 48,516 | n/a | n/a | 3-year performance; payout by TSR/NVA | $965,882 |
| PSUs | NOV Value Added (NVA) | 15% | 2/6/2024 | Included in total above | n/a | n/a | 3-year performance | Included above |
| RSUs | Time-based | n/a | 2/6/2024 | 24,258 | n/a | n/a | 3 equal annual installments from 1st anniversary | $425,000 |
| Stock Options | n/a | n/a | 2/7/2024 | 53,729 | $17.52 | 2/7/2034 | Standard option vesting per award terms | $424,303 |
Outstanding Equity as of 12/31/2024 (select awards; valuation uses $14.60 close):
| Type | Detail | Count | Price/Valuation |
|---|---|---|---|
| Options – exercisable | Various tranches (e.g., $38.86 exp. 2/23/27; $28.24 exp. 2/25/26; $54.74 exp. 2/26/25) | see option table | strike prices listed; valuation context $14.60 close |
| RSUs – unvested | 2024 RSUs (9) | 48,516 | $708,334 |
| RSUs – unvested | Other cycles (5), (6), (7), (8), (10) | 48,416; 8,069; 39,063; 13,020; 24,258 | $706,874; $117,807; $570,320; $190,092; $354,167 |
Notes:
- Working Capital Modifier reduced corporate Adjusted EBITDA score; NOV’s target adjusted working capital was 38% of annualized revenue; actual above target by $68M, generating a 15% modifier and a ($10M) change to Adjusted EBITDA .
Equity Ownership & Alignment
| Ownership Element | As of/Context | Amount |
|---|---|---|
| Common Shares Beneficially Owned | 3/25/2025 | 207,189 |
| Options Exercisable within 60 Days | 3/25/2025 | 550,688 |
| Percent of Class | Based on 378,655,753 shares outstanding | Less than 1% |
| Stock Ownership Guidelines | Other executive officers must hold 2x base salary; compliance within 5 years | 2x for Weinstock; all NEOs in compliance as of 1/1/2025 |
| Anti-Hedging Policy | Company prohibits hedging/monetization transactions in NOV securities | Policy in place |
Alignment signals:
- Ownership guidelines include in-the-money portion of vested, unexercised options and unvested time-based RSUs; performance shares do not count toward compliance .
- Many legacy option tranches carry strikes ($28.24–$54.74) well above the $14.60 year-end price used in proxy valuations, indicating limited near-term value from options as of 12/31/2024 .
Employment Terms
Employment Agreements:
- Executed 12/4/2023 (Weinstock); fixed term of 3 years, then at-will; no change-in-control or excise tax gross-ups . If terminated without cause or for Good Reason: cash severance equals 2x base salary plus 80% of base salary; prorated current-year bonus based on actual performance; continuation of health benefits for 2 years; unvested time-based RSUs 100% vest; options continue to vest up to 3 years plus 90 days; performance awards continue on a prorated basis to original vest date .
Executive Benefits/Payments under Employment Agreement (as of 12/31/2024):
| Component | Amount |
|---|---|
| Cash Severance | $2,034,000 |
| Continuing Medical Benefits | $24,309 |
| Value of Unvested Time-Based Restricted Stock | $662,066 |
| Value of Unvested Performance Awards (assumed vest at target for illustration) | $1,985,527 |
| Total (excludes Accrued Obligations and prorated annual bonus) | $4,705,902 |
Legacy Severance Agreements (effective only if employment agreement expires and is not replaced):
| Component | Amount |
|---|---|
| Cash Severance (1x salary + 75% of salary) | $988,750 |
| Value of Unvested Time-Based Restricted Stock | $662,066 |
| Total (excludes Accrued Obligations) | $1,650,816 |
Good Reason and Cause:
- Employment/severance frameworks define Good Reason and Cause, including material reductions in salary or scope, relocation thresholds (50–75 miles), and successor obligations; definitions vary between legacy severance agreements and the Severance Plan .
Clawback:
- Compensation Recovery Policy provides recovery of erroneously awarded incentive-based compensation following an accounting restatement .
Investment Implications
- Pay-for-performance linkage: Weinstock’s 2024 bonus paid at 95% of target, driven by corporate Adjusted EBITDA (87% payout after Working Capital Modifier) and strong safety outcomes; PSU design is 85% Relative TSR and 15% NVA with 3-year vesting, aligning incentives to shareholder returns and capital discipline .
- Retention economics: The current employment agreement provides 2x salary plus 80% multiplier cash severance, full vesting of time-based RSUs, and prorated continuation for PSUs, which collectively create meaningful retention value; absence of excise tax gross-ups and explicit change-in-control cash multipliers reduces shareholder-unfriendly features .
- Selling pressure: Multiple legacy option tranches carry strikes materially above the $14.60 year-end price used in proxy valuations, suggesting limited incentive to exercise; RSU installments and PSU cycles will add supply at scheduled vesting dates, but anti-hedging rules mitigate misalignment risk .
- Alignment and ownership: Compliance with 2x salary ownership guideline and the use of TSR/NVA in long-term incentives support alignment; beneficial ownership remains below 1% of the float, typical for NEOs at NOV .