Jose Bayardo
NOVAbout Jose Bayardo
Jose A. Bayardo, age 54, is NOV’s President and Chief Operating Officer (since March 2025) and was CFO from August 2015 to March 2025; he was appointed to NOV’s Board on October 27, 2025 (management director, not independent) . He holds a BS in Chemical Engineering (UT Austin), a Master of Engineering Management (Northwestern), and an MBA (Kellogg/Northwestern), and previously held senior roles at Continental Resources, Complete Production Services (CFO/Treasurer), and J.P. Morgan . NOV delivered 2024 revenue growth of 3.3% to $8.87B, Adjusted EBITDA up 10.9% to $1.11B, and free cash flow of $953M (below incentive plan targets), while 3-year TSR (2022–2024) was -1% vs OSX peers (29th percentile); 2024 Say‑on‑Pay support was 96% .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NOV Inc. | President & COO | Mar 2025–present | Promoted from CFO; remains a management director |
| NOV Inc. | Senior Vice President & CFO | Aug 2015–Mar 2025 | Led finance through industry cycles and restructuring |
| Continental Resources, Inc. | SVP, Resource & Business Development | Pre‑2015 | Business development leadership prior to joining NOV |
| Complete Production Services, Inc. | SVP, CFO, Treasurer; other roles | 9 years | Senior finance/operator roles across divisions |
| J.P. Morgan | Investment banker | Prior to CPS | Capital markets and advisory background |
External Roles
| Organization | Role | Years | Committee Roles |
|---|---|---|---|
| Louisiana‑Pacific Corporation (NYSE: LPX) | Director | Current | Not disclosed in NOV filings |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $685,000 | $717,769 | $725,000 |
| Target Bonus (% of salary) | 85% | 85% | 85% |
| Actual Annual Bonus ($) | $1,100,608 | $751,187 | $587,323 |
| Stock Awards ($, grant-date fair value) | $2,448,193 | $2,527,097 | $2,290,863 |
| Option Awards ($, grant-date fair value) | $677,689 | $698,558 | $698,862 |
| All Other Compensation ($) | $27,400 | $36,213 | $42,675 |
Performance Compensation
| Metric (Corporate) | Weight | Target | Actual | Payout % |
|---|---|---|---|---|
| NOV Adjusted EBITDA ($M) | 90% | $1,113 | $1,048 (after WCM) | 87% |
| Safety TRIR | 5% | 0.82 | 0.57 | 144% |
| Safety Annual Goals | 5% | Achieved | Achieved | 200% |
Working Capital Modifier (reduces EBITDA score):
| Element | Target Adjusted Working Capital ($M) | Actual ($M) | Delta ($M) | Factor | EBITDA Change ($M) |
|---|---|---|---|---|---|
| NOV | $3,328 | $3,396 | ($68) | 15% | ($10) |
Long‑Term PSUs (2024 grant mechanics and 2022 outcome):
- 2024 PSUs: 3‑year performance period (1/1/2024–12/31/2026); 85% weight TSR vs OSX, 15% weight NVA; absolute TSR collar caps payout at 100% if TSR<0 and floors at 50% if TSR>15% annualized .
- 2022 PSUs (performance period ended 12/31/2024): TSR ranked 29th percentile; NVA above maximum; weighted payout 78.45%; certified Feb 19, 2025 .
| 2024 PSU Metric | Threshold | Target | Maximum |
|---|---|---|---|
| TSR vs OSX (percentile; 85% weight) | 25th | 50th | 75th |
| NVA ($M; 15% weight) | $(188) | $(32) | $124 |
Equity Grant Detail (2024 Awards)
| Instrument | Shares/Units | Strike/Terms | Vesting |
|---|---|---|---|
| Stock Options | 88,496 | $17.52 strike; 10‑year term | 33⅓% on 2/6/2025, 2/6/2026, 2/6/2027 |
| RSUs | 39,954 | Time‑based | 33⅓% annually starting 2/6/2025 |
| PSUs (Target) | 79,909 | 3‑year TSR/NVA plan | Vests 3 years from grant (performance-based) |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Common Shares Beneficially Owned | 456,131 |
| Options Exercisable Within 60 Days | 968,402 |
| Ownership as % of Shares Outstanding | <1% |
| Unvested RS/RSU (counts; 12/31/2024) | 13,449 (2022 RS) [$196,355] |
| Unvested RSUs (2023/2024 counts; value at $14.60) | 21,446 (2023) [$313,112]; 39,954 (2024) [$583,328] |
| Unearned PSUs (counts; value at $14.60) | 80,693 (2022) [$1,178,118]; 64,338 (2023) [$939,335]; 79,909 (2024) [$1,166,671] |
| Stock Ownership Guideline | 3x base salary for CFOs (executives) |
| Compliance Status | All NEOs compliant as of Jan 1, 2025 |
| Hedging Policy | Hedging/monetization transactions prohibited; insider trading controls |
| Pledging | Not disclosed; no pledging noted in filings |
Note: Company disclosed “all previously granted stock options were underwater” as of 12/31/2024, reducing immediate option liquidity .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement (12/4/2023) | Fixed 3‑year term; base, annual bonus eligibility, participation in incentive/savings/retirement plans |
| Severance (without cause or for Good Reason) | Cash: 2×(base + % of base); Bayardo % = 80%; paid over 12 months; continued health benefits (2 years or retiree plan) |
| Equity on Termination | Options continue vesting up to 3 years + 90 days; unvested time‑based RS/RSUs vest 100%; PSUs continue to original date on prorated basis |
| Good Reason / Cause | Defined (material diminution, compensation reduction, relocation >75 miles, etc.); Cause includes willful failure, illegal conduct, felony, material policy breach |
| Non‑Compete/Non‑Solicit/Non‑Disparagement | Customary restrictions included |
| Change‑of‑Control (Double Trigger) | If Qualifying Termination within 24 months post‑CoC: all equity vests; PSUs pay greater of prorated target or actual to termination; subject to 409A rules |
| Estimated Benefits (Employment Agreement Scenario, as of 12/31/2024) | Cash severance $2,610,000; medical $32,440; unvested time‑based RS $1,092,795; unvested PSUs (assumed at target) $3,284,124; total $7,019,359 (options $0) |
| Alternative Severance Plan (if agreement expired) | Cash $1,305,000; time‑based RS vest $1,092,795; total $2,397,795 |
| Clawbacks | NYSE‑compliant Compensation Recovery Policy; supplemental clawback for misconduct/restatements |
Deferred Compensation and Perquisites:
- NDCP (nonqualified deferred comp): 2024 executive contribution $36,250; company contribution $19,000; year‑end balance $1,021,621 .
- Perquisites included spousal airfare ($6,425) to Board off‑site in Feb 2024 .
Board Governance (Bayardo as Director)
- Appointed to NOV Board on Oct 27, 2025; will not receive additional compensation and will not serve on any Board committees; no related‑party transactions requiring disclosure .
- NOV’s Board leadership combines Chairman & CEO, with an independent Lead Director (expected designation of William R. Thomas after 2025 Annual Meeting) to provide oversight .
- 2024 Board/committee meeting attendance: all incumbents ≥75% (Bayardo not yet a director in 2024) .
Compensation Program Context
- Annual incentive metrics: Adjusted EBITDA (primary), Working Capital modifier (cash efficiency), Safety (TRIR and goals) .
- Long‑term incentives: options, RSUs, PSUs (TSR vs OSX; NVA returns metric); minimum 3‐year vesting; 2025 mix revised to 50% PSUs, 40% RSUs, 10% options .
- Good pay practices: no excise/perk gross‑ups, no option repricing, clawbacks, stock ownership guidelines, capped bonuses .
Compensation Benchmarking Peer Group (2024): APA; Baker Hughes; ChampionX; Cummins; Generac; Halliburton; Helmerich & Payne; Hess; Illinois Tool Works; Ingersoll Rand; Marathon Oil; Oceaneering; Parker‑Hannifin; Schlumberger; TechnipFMC; TPI Composites; Transocean; Weatherford .
Say‑on‑Pay:
- 2024 Say‑on‑Pay approval: >96% support .
Investment Implications
- Alignment: Significant unvested PSUs/RSUs plus stock ownership guidelines indicate continued equity exposure; corporate hedging prohibitions reinforce alignment; no pledging disclosed .
- Selling pressure: Options are underwater as of 12/31/2024, limiting immediate monetization; RSU tranches vesting annually (starting 2/6/2025) create predictable windows for potential 10b5‑1 sales planning .
- Incentive levers: Annual pay tied to Adjusted EBITDA, safety, and working capital efficiency (modifier), with long‑term PSUs linked to TSR vs OSX and NVA; below‑target 2024 corporate payout (95% of target bonus) suggests continued focus on profitability and cash discipline in 2025 .
- Retention/CoC: Employment agreement provides robust double‑trigger equity acceleration on CoC and 2× cash severance structure; restrictions (non‑compete/non‑solicit) plus retirement equity program reduce near‑term voluntary departure risk .
- Governance: Bayardo’s dual role (management + director) is mitigated by the Lead Independent Director structure; he draws no additional director pay and serves on no committees, reducing compensation complexity and committee‑related conflicts .
Overall, Bayardo’s pay design is returns‑focused (NVA/TSR) with cash‑flow discipline (working capital modifier) and safety culture embedded. Multi‑year equity exposure and underwater options point to high leverage to execution/stock performance rather than short‑term cash extraction, while severance/CoC protections provide retention and continuity through strategic transitions .