Joseph Rovig
NOVAbout Joseph Rovig
Joseph W. Rovig, 64, is President of NOV’s Energy Equipment segment (since January 2024). He joined NOV in 2002 and previously led Rig Technologies (President from March 2014 to December 2023) with prior roles spanning Group VP of Global Operations, VP Eastern Hemisphere, Director of Service & Repair, and SVP Offshore Drilling Equipment; earlier, he worked for two drilling contractors across domestic and international postings in Asia and Europe . In 2024, NOV delivered 3% consolidated revenue growth and 11% Adjusted EBITDA improvement; Energy Equipment grew revenues 5% and Adjusted EBITDA 30% (margin +250 bps), while NOV’s 2022 performance share award paid at 78.45% on three-year TSR/NVA metrics (three-year average TSR -1%, 29th percentile in the OSX group) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NOV | President, Energy Equipment | Since Jan 2024 | Led capital equipment backlog execution, aftermarket sales mix and operational efficiencies contributing to segment revenue +5% and EBITDA +30% in 2024 |
| NOV | President, Rig Technologies | Mar 2014–Dec 2023 | Managed global rig technology portfolio and operations; positioned segment through downcycle with international footprint |
| NOV | Group VP, Global Operations; VP, Eastern Hemisphere; Director, Service & Repair; SVP, Offshore Drilling Equipment (Rig Technologies) | Not disclosed (pre-2014) | Oversaw global service/repair and offshore equipment, building deep operational expertise across geographies |
| Two drilling contractors | Various positions (domestic & international) | ~20 years international experience (prior to 2002) | Built operational credibility across Asia/Europe; core credentials in drilling operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships or public company board roles disclosed for Rovig in the proxy . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $570,000 | $594,577 | $600,000 |
| Target Bonus (%) | 85% | 85% | 85% |
| Target Bonus ($) | $484,500 (85% of $570k) | $505,391 (85% of $594,577) | $510,000 (85% of $600k) |
| Actual Bonus ($) | $790,016 | $656,832 | $546,081 (107% of target) |
| All Other Compensation ($) | $9,462 | $30,054 | $39,136 |
| Company 401(k) Contribution ($, 2024) | — | — | $13,054 |
| Company NDCP Contribution ($, 2024) | — | — | $16,946 |
| Spouse Airfare (Board offsite, 2024) | — | — | $9,136 |
| Total Compensation ($) | $3,453,418 | $3,470,302 | $3,213,966 |
Performance Compensation
Annual Incentive Plan—2024 (Energy Equipment Segment)
| Metric | Weight | Min (10% payout) | Target (100%) | Max (200%) | 2024 Actual (pre-WCM) | 2024 Actual (post-WCM) | Payout % (pre-WCM) | Payout % (post-WCM) |
|---|---|---|---|---|---|---|---|---|
| NOV Adjusted EBITDA ($M) | 45% | $668 | $1,113 | $1,558 | $1,058 | $1,048 | 89% | 87% |
| Energy Equipment (EE) Adjusted EBITDA ($M) | 45% | $343 | $571 | $800 | $606 | $599 | 115% | 112% |
| EE Safety: TRIR | 5% | 1.25 | 0.75 | 0.25 | 0.50 | n/a | 150% | n/a |
| EE Safety: Annual Goals | 5% | Achieved | Achieved | Achieved | Achieved | Achieved | 200% | n/a |
Working Capital Modifier (WCM) adjustment:
| Unit | Target Adjusted Working Capital ($M) | Actual Adjusted Working Capital ($M) | Above/(Below) Target ($M) | Modifier Factor | Change to Adjusted EBITDA ($M) |
|---|---|---|---|---|---|
| NOV | $3,328 | $3,396 | ($68) | 15% | ($10) |
| Energy Equipment | $1,994 | $2,038 | ($44) | 15% | ($7) |
Annual bonus outcome (selected NEOs):
| Name | Base Salary ($) | Target Bonus (%) | Target ($) | Actual Bonus ($) | Actual as % of Target |
|---|---|---|---|---|---|
| Joseph W. Rovig | $600,000 | 85% | $510,000 | $546,081 | 107% |
Long-Term Incentive Program—2024 Grants and Design
| Grant Element | Grant Date | Quantity/Value | Terms |
|---|---|---|---|
| Stock Options | Feb 6, 2024 | 60,051 options | Strike $17.52; 10-year term; vest in 3 equal annual installments starting on first anniversary |
| Restricted Stock Units (RSUs) | Feb 6, 2024 | 27,112 RSUs | Vest in 3 equal annual installments starting on first anniversary |
| Performance Share Awards (PSUs) | Feb 6, 2024 | 54,224 target shares | 3-year performance period (Jan 1, 2024–Dec 31, 2026); 85% weight TSR vs OSX; 15% weight NVA; TSR collar: if absolute TSR <0%, cap at 100%; if >15% annualized, floor at 50% |
2024 PSU payout thresholds:
| Level | TSR Percentile vs OSX (85%) | NVA (Absolute) (15%) | Payout |
|---|---|---|---|
| Maximum | ≥75th percentile | $124M | 200% |
| Target | 50th percentile | Equal to 2023 NVA of $(32)M | 100% |
| Threshold | 25th percentile | $(188)M | 50% |
| Below Threshold | <25th percentile | <$(188)M | 0% |
Historical LTI performance realization (company-level):
| Award | Performance Period | TSR (3-yr avg) | TSR Rank vs OSX | NVA Result | Total Payout |
|---|---|---|---|---|---|
| 2022 PSU | 2022–2024 | -1% | 29th percentile (11th out of OSX peers) | +$26.9M (above max) | 78.45% |
Equity Ownership & Alignment
Beneficial Ownership (as of March 25, 2025)
| Holder | Common Shares | Options Exercisable Within 60 Days | % of Shares Outstanding |
|---|---|---|---|
| Joseph W. Rovig | 187,253 | 521,252 | ≈0.05% (calc: 187,253 ÷ 378,655,753) |
Notes:
- Shares outstanding: 378,655,753 as of March 25, 2025 .
- Beneficial ownership includes certain unvested RSUs vesting May 15, 2025 per proxy methodology .
Outstanding Equity Awards (as of Dec 31, 2024)
Options by grant:
| Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|
| — | 60,051 | $17.52 | 2/7/2034 |
| 16,239 | 32,479 | $21.76 | 2/24/2033 |
| 48,000 | 24,000 | $16.73 | 2/16/2032 |
| 79,086 | — | $15.00 | 2/23/2031 |
| 77,187 | — | $20.23 | 2/26/2030 |
| 65,934 | — | $28.72 | 2/28/2029 |
| 71,504 | — | $35.09 | 2/29/2028 |
| 53,220 | — | $38.86 | 2/23/2027 |
| 49,826 | — | $28.24 | 2/25/2026 |
| 74,200 | — | $54.74 | 2/26/2025 |
Unvested shares/units and their year-end values (priced at $14.60):
| Award Type | Unearned/Unvested (#) | Market/Payout Value ($) |
|---|---|---|
| Equity Incentive Awards (unearned shares) | 53,796 | $785,422 |
| Equity Incentive Awards (unearned shares) | 8,966 | $130,904 |
| Equity Incentive Awards (unearned shares) | 43,658 | $637,407 |
| Equity Incentive Awards (unearned shares) | 14,552 | $212,459 |
| 2024 PSUs (target) | 54,224 | $791,670 |
| 2024 RSUs (time-based) | 27,112 | $395,835 |
Alignment policies:
- Stock ownership guidelines: other executive officers must hold stock equal to 2x base salary; all NEOs in compliance as of Jan 1, 2025 .
- Anti-hedging: hedging/monetization transactions prohibited for directors/officers/employees .
- Pledging: not explicitly referenced in proxy; no pledging disclosure noted; insider trading policy emphasizes hedging prohibitions .
Employment Terms
Employment Agreement—Termination Scenario (as of Dec 31, 2024)
Assuming termination by Company without Cause or by executive for Good Reason:
| Component | Joseph W. Rovig |
|---|---|
| Cash Severance | $2,160,000 (2×(base + 80% of base)) |
| Continuing Medical Benefits (24 months) | $50,503 |
| Unvested Stock Options (treatment) | Continue to vest up to 3 years; unexercised expire at original date or 90 days after 3-year anniversary |
| Unvested Time-Based RS/RSUs (treatment) | 100% vest upon termination |
| Unvested Performance Awards (treatment) | Continue through original performance period, prorated service; assumed at target for illustration |
| Value of Unvested Time-Based RSUs | $739,198 (at $14.60/share) |
| Value of Unvested Performance Awards | $2,214,499 (at $14.60/share, target) |
| Total Illustrated Benefits | $5,164,200 |
| Accrued Obligations (not included) | Prior-year bonus if earned, accrued salary/vacation, prorated current-year bonus—indeterminable until termination |
Severance Agreement/Severance Plan (without Cause or Good Reason)
| Component | Joseph W. Rovig |
|---|---|
| Cash Severance | $1,080,000 (1×(base + 80% of base)) |
| Unvested Time-Based RS/RSUs | 100% vest upon termination |
| Total Illustrated Benefits | $1,579,133 |
Other terms and policies:
- Change-in-control: Company utilizes double-trigger provisions for change in control in its practices (“Good Pay Practices”) .
- Clawbacks: NYSE-compliant Compensation Recovery Policy (mandatory recoupment on accounting restatements, 3-year lookback) and Supplemental Clawback Policy allowing termination/recoupment for material misconduct; LTI plan award agreements include clawback provisions .
- Equity Retirement Program: for eligible retirees (≥60 years old; ≥10 years total service; ≥5 consecutive years) equity continues to vest based on original schedule (or prorated if grant <12 months before retirement) contingent on non-compete and non-solicit covenants; extended option exercise windows; related Retiree Medical Plan to Medicare eligibility with conditions .
Compensation Structure Analysis
| Element | 2024 Decision/Observation | Implication |
|---|---|---|
| Base salaries & targets | 2025: committee held NEO base salaries, bonus participation, and targeted equity values flat; 2024 NEO targets unchanged (except Livingston on promotion) | Stable cash pay; performance focus preserved. |
| Annual incentive metrics | Adjusted EBITDA (with WCM), TRIR, annual safety goals; target/min/max structure; segment-specific EBITDA | Payouts formulaic; capital efficiency and safety embedded; Rovig earned 107% of target indicating overachievement in segment EBITDA/safety . |
| LTI mix shift (2025) | Revised to 50% PSUs, 40% time-based stock, 10% options (from 50/25/25) | Higher RSU weighting reduces risk vs options; greater retention; lower leveraged upside. |
| Option status | All previously granted options underwater at 12/31/2024 | Reduces realizable value; RSUs/PSUs likely dominant in realizable comp. |
| Peer group | Diverse energy/services/industrial peers including SLB, HAL, BKR, ITW, PH, IR, etc. | Benchmarks support market-competitive at-risk pay. |
| Say-on-pay | 96% support in 2024 | Broad shareholder endorsement of pay program. |
Equity Ownership & Alignment—Guidelines & Compliance
| Policy | Requirement | Status |
|---|---|---|
| Stock ownership guidelines | Other executive officers: 2× base salary | All NEOs compliant as of Jan 1, 2025 |
| Insider trading policy | Prohibits trading on MNPI; bans hedging/monetization (prepaid forwards, swaps, collars, exchange funds) | Strengthens alignment; mitigates risk behaviors. |
Performance & Track Record
| Scope | Highlight |
|---|---|
| Company performance (2024) | Revenues +3%; Adjusted EBITDA +11% vs 2023 . |
| Energy Equipment (Rovig’s segment, 2024) | Revenues +5%; Adjusted EBITDA +30%; +250 bps margin improvement . |
| Orders/backlog | Book-to-bill 122%; backlog +7% vs YE2023 . |
| Free cash flow | $953M (exceptionally strong) . |
| LTI outcomes | 2022 PSUs paid 78.45% based on TSR/NVA; TSR rank 29th percentile; NVA above maximum . |
Employment, Severance & Change-of-Control Economics
| Topic | Key Terms |
|---|---|
| Employment agreement severance | 2×(base + 80% of base) cash; medical benefits for 24 months; options continue vesting up to 3 years; RS/RSUs fully vest; PSUs continue/prorated; totals illustrated at $5.164M for Rovig . |
| Severance agreement/plan | 1×(base + 80% of base) cash; RS/RSUs fully vest; total $1.579M for Rovig . |
| Change-in-control | Double-trigger provisions (program-level standard) . |
| Clawbacks | Mandatory recovery on restatements (3-year lookback) plus broader supplemental clawback for misconduct; embedded in LTI awards . |
| Retirement equity program | Continued vesting or prorated vesting; requires non-compete/non-solicit; extended option exercise; retiree medical coverage to Medicare eligibility with conditions . |
Risk Indicators & Red Flags
- Options underwater at year-end 2024, reducing option-driven realizable value .
- Strong safeguards: clawbacks, anti-hedging, stock ownership guidelines; no excise/perquisite tax gross-ups; no option repricing .
- Related party transactions described for directors; none specific to Rovig noted .
Compensation Peer Group
| Peers (selected) |
|---|
| 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 & Shareholder Feedback
| Year | Support |
|---|---|
| 2024 | 96% votes cast supporting say-on-pay |
Investment Implications
- Alignment: Rovig’s pay is highly at-risk with formulaic annual bonuses tied to segment/company EBITDA, capital efficiency (WCM), and safety; LTI emphasizes TSR vs OSX peers and returns via NVA, with RSUs and PSUs dominant in realizable value given underwater options .
- Retention risk: Meaningful unvested RSUs/PSUs and continued vesting (including under certain severance or retirement scenarios with non-compete obligations) create strong retention hooks; severance economics are moderate-to-strong (2× salary+80% of salary under employment agreement) .
- Execution track record: Energy Equipment’s 2024 performance (rev +5%, EBITDA +30%, margin +250 bps) under Rovig suggests positive operational execution amidst softer global drilling activity; backlog and book-to-bill support forward visibility .
- Trading signals: Annual RSU/option vesting schedules commence on the first anniversary of the Feb 6, 2024 grant, creating periodic equity settlement events; hedging is prohibited, and any dispositions would be visible in Form 4s (not covered in the proxy) .