David Harrison
NOVAbout David Harrison
David D. Harrison, 77, has served as an independent director of NOV since August 2003. He is a former Executive Vice President and Chief Financial Officer of Pentair, Inc., and held senior finance roles at General Electric and Borg-Warner Chemicals; he holds a bachelor’s degree in accounting and an MBA and is designated by NOV’s Board as an Audit Committee Financial Expert. His long-standing non-energy operating and finance background adds a distinct perspective to NOV’s board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pentair, Inc. | Executive Vice President & Chief Financial Officer | 2000–Feb 2007; prior CFO term 1994–1996 | Senior financial leadership experience across diversified manufacturer |
| General Electric; Borg-Warner Chemicals | Various domestic and international finance positions | 1972–1994 | Global finance and accounting exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Navistar International Corporation | Director | Retired Oct 2012 (prior service years not specified) | Board oversight at commercial trucks holding company |
| James Hardie Industries (ASX/NYSE: JHX) | Director | 13 years; retired Nov 2021 | Chairman of Remuneration Committee and Nominations & Governance |
| Current public company boards | — | None disclosed | — |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Affirmed independent by NOV’s Board |
| Committee assignments | Audit Committee member (2024–); members: Donadio (Chair), Harrison, Kendall, Martinez, Melcher |
| Audit Committee financial expert | Harrison designated as SEC “Audit Committee Financial Expert” |
| Nominating & Corporate Governance Committee | Expected designation as member following the 2025 Annual Meeting (subject to re-election) |
| Board/Committee meeting cadence | Board met 6 times; committees met 15 times in 2024 |
| Attendance | Each incumbent director attended at least 75% of Board/committee meetings of which they were a member |
| Years of service | Director since August 2003 |
Fixed Compensation
| Component | Terms | Amount (2024 actual) |
|---|---|---|
| Annual Board Retainer (cash) | $100,000 for non-employee directors | $100,000 (included in cash fees) |
| Audit Committee member retainer (cash) | $10,000 | $10,000 (included in cash fees) |
| Committee chair retainers (reference) | Audit Chair $30,000; Compensation Chair $20,000; Nominating & Governance Chair $15,000 | Not applicable (Harrison not chair) |
| Lead Director retainer (reference) | $35,000 | Not applicable |
| RSU annual grant | 9,550 RSUs granted May 15, 2024; fair value $180,018 | $180,018 (grant-date value) |
| RSU vesting | 100% on first anniversary of grant (time-based) | — |
| All Other Compensation | Medical/dental/vision benefits and spouse airfare at off-site meeting | $32,677 |
| Total 2024 | Cash fees + Stock awards + Other comp | $322,695 |
Director Compensation Program Changes (effective 1/1/2025): equity award increased to $200,000; member retainer increases for Compensation ($7,500→$8,750) and Nominating & Governance ($5,000→$7,500) .
Performance Compensation
| Item | Director applicability | Details |
|---|---|---|
| Performance metrics tied to director pay | None disclosed | Director equity is RSUs with time-based vesting; no TSR/financial metrics apply to directors |
Note: Performance share metrics (TSR vs OSX, NVA) apply to NEO awards, not to directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Harrison |
| Prior public company boards | Navistar (retired Oct 2012); James Hardie (retired Nov 2021 after 13 years) |
| Compensation Committee interlocks | NOV discloses no interlocking relationships for Compensation Committee members; Harrison was not on that committee in 2024 |
Expertise & Qualifications
- Audit literacy and financial expertise; designated Audit Committee Financial Expert .
- Corporate governance, strategic planning, risk management, and energy industry experience checked in NOV’s skills matrix .
- Over 50 years of experience across major domestic and foreign companies; CMA for 30+ years; CFO/CAO experience 15 years .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 110,951 shares |
| Options exercisable within 60 days | None |
| Percent of class | Less than 1% |
| Outstanding RSUs (as of 12/31/2024) | 9,550 units (vest May 15, 2025) |
| Director stock ownership guideline | 6× annual cash retainer |
| Compliance status (as of Jan 1, 2025) | In compliance (exceptions listed do not include Harrison) |
| Anti-hedging | Hedging/monetization transactions prohibited by policy |
Governance Assessment
- Strengths: Long-tenured independent director with deep finance background; Audit Committee Financial Expert designation supports oversight of financial reporting and controls . Strong attendance compliance and active committee service bolster board effectiveness .
- Alignment: Meaningful share ownership and compliance with director ownership guidelines; equity grants in RSUs vest time-based, reinforcing long-term alignment without short-term metric gaming .
- Compensation structure: Cash fees and standard RSU grants are consistent with peer practices; 2025 program changes move director equity closer to peer median—signals commitment to market alignment while maintaining straightforward, non-performance-based director pay .
- Conflicts and related-party exposure: NOV disclosed a related-party transaction involving White Deer Energy (Guill/Mattson) with recusals; Harrison is not cited—no Harrison-specific related-party transactions disclosed .
- RED FLAGS: None disclosed specific to Harrison. Potential investor consideration includes very long board tenure (since 2003) which some governance frameworks monitor for independence perceptions, mitigated by annual independence affirmation and Audit Committee Expert status .