Marcela Donadio
NOVAbout Marcela E. Donadio
Independent director at NOV since April 2014; age 70. Former Americas Oil & Gas Sector Leader at Ernst & Young LLP, retiring in March 2014 after joining the firm in 1976 and serving as audit partner since 1989. Holds a B.S. in Accounting from Louisiana State University and is a licensed CPA in Texas; dual U.S. and Panamanian citizenship. Current outside public boards include Norfolk Southern (NYSE: NSC) and Freeport‑McMoRan (NYSE: FCX); previously served as director and Lead Independent Director (from 2021) at Marathon Oil until its acquisition by ConocoPhillips in November 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Americas Oil & Gas Sector Leader; Audit Partner (energy) | 1976–Mar 2014 | Led one of EY’s most significant industry groups in the Americas; spokesperson on energy accounting issues; extensive SEC/SOX audit experience for global energy companies. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Norfolk Southern Corporation (NYSE: NSC) | Director | Current | Not disclosed in NOV proxy. |
| Freeport‑McMoRan (NYSE: FCX) | Director | Current | Not disclosed in NOV proxy. |
| Marathon Oil Corporation (NYSE: MRO) | Director; Lead Independent Director | 2014–Nov 2024 | Lead Independent Director from 2021 until acquisition by ConocoPhillips in Nov 2024. |
Board Governance
- Committee assignments: Audit Committee Chair; members include Donadio (Chair), Harrison, Kendall, Martinez, Melcher. All members are NYSE “independent” and financially literate; Donadio (Chair), Melcher, and Harrison designated “Audit Committee Financial Experts” under SEC rules.
- Committee activity: Audit Committee met 9 times in 2024; Board met 6 times; total committee meetings 15 in 2024.
- Attendance: Each incumbent director attended at least 75% of Board and applicable committee meetings in 2024.
- Independence: Board affirmed Donadio is independent under NOV Corporate Governance Guidelines.
- Director commitment policy: Limit of four public company boards (including NOV) unless approved; November 2024 assessment found all directors compliant. Donadio’s current roles (NOV, NSC, FCX) align with this policy.
- Anti‑hedging: Company policy prohibits hedging/monetization transactions by directors.
Fixed Compensation
| Component | 2024 Amount/Structure | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $100,000 | Paid quarterly. |
| Audit Committee Chair Retainer (cash) | $30,000 | Paid quarterly for committee chair service. |
| Total Cash Fees Received (2024) | $130,000 | Matches director compensation table for Donadio. |
| Other Cash/Benefits (2024) | $613 | Medical/dental/vision benefits and spousal airfare for off‑site board meeting. |
| 2025 Changes | Equity award value increased to $200,000; member retainers increased for certain committees (Comp: $8,750; Nominating: $7,500) effective Jan 1, 2025 | Approved Nov 13, 2024. |
Performance Compensation
| Element | Grant/Units | Fair Value | Vesting/Terms | Notes |
|---|---|---|---|---|
| RSUs (Annual Director Grant) | 9,550 units (May 15, 2024) | $180,018 | 100% vests on first anniversary of grant | Standard non‑employee director grant; Donadio elected to defer her 2024 RSU grant under the Director Non‑Qualified Deferred Compensation Plan, to be distributed upon termination of service. |
| Options/Performance Awards | None disclosed for 2024 | — | — | Non‑employee directors may be eligible under LTIP; no option awards shown for Donadio in 2024 table. |
Performance metrics tied to director compensation: None disclosed; director RSUs are time‑based and vest after one year.
Director equity award limits and plan guardrails:
- Maximum value for any award issued to a director during any calendar year (grant‑date basis) is $600,000.
- Company prohibits option repricing under Corporate Governance Guidelines; LTIP contains standard share counting and fungible ratio (full‑value awards count 1.5x).
Other Directorships & Interlocks
| Company | Relationship to NOV | Nature of Interlock/Transactions | Materiality |
|---|---|---|---|
| Various (undisclosed) | NOV transacts with companies affiliated with certain directors | Transactions on competitive terms; none material to NOV or such companies | No specific reference to Donadio; no RPTs disclosed for her. |
Expertise & Qualifications
- Financial disclosure/public accounting expertise; SEC/SOX audit experience; designated Audit Committee Financial Expert.
- Energy industry depth across upstream/midstream and international operations.
- Governance/board leadership credentials (Lead Independent Director role at MRO).
- Education and credentials: B.S. Accounting (LSU); CPA (Texas); dual U.S./Panamanian citizenship.
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficially Owned Common Shares (as of Mar 25, 2025) | 81,476; less than 1% of class. |
| RSUs Outstanding (12/31/2024) | 9,550 (2024 annual grant; vests May 15, 2025; deferred under Director Plan). |
| Options Exercisable (within 60 days of Mar 25, 2025) | 0. |
| Ownership Guidelines (Directors) | 6x annual cash retainer; all non‑employee directors except recent 2024 appointees (Kendall, Martinez, Melcher) were in compliance as of Jan 1, 2025 (includes Donadio). |
| Anti‑Hedging | Hedging and monetization transactions prohibited for directors. |
Additional context on cumulative equity awards:
- Aggregate RSAs/RSUs granted to date under LTIP to director nominee Donadio: 64,952 (cumulative grants; not necessarily outstanding).
Governance Assessment
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Strengths
- Audit oversight: As Audit Chair and SEC‑designated Financial Expert, Donadio brings deep audit and financial reporting expertise; the Audit Committee met 9 times in 2024, holds executive sessions, and oversees auditor independence and internal controls.
- Independence and alignment: Board affirmed independence; director stock ownership guidelines (6x retainer) and anti‑hedging policy enhance alignment; Donadio is in compliance.
- Pay structure: Balanced mix of cash ($130k in 2024) and time‑vested equity ($180k RSUs), with increased equity value to $200k in 2025 moving toward peer median; annual director award limit set at $600k.
- Workload/overboarding risk mitigated: NOV policy limits to four boards; November 2024 assessment found all directors compliant; Donadio holds three current public boards (NOV, NSC, FCX) post‑MRO deal.
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Watch items
- External board load: While within policy, multiple outside directorships warrant ongoing monitoring versus NOV committee workload; current attendance disclosure (≥75%) meets governance expectations but lacks individual detail.
- Related‑party landscape: NOV notes transactions with companies affiliated with certain directors on competitive terms and not material; no specific related‑party transaction disclosed for Donadio. Continue to monitor for future disclosures.
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No red flags identified in proxy disclosures specific to Donadio (no pledging disclosed, no insider loan arrangements, no compensation anomalies for directors).