Patricia Martinez
NOVAbout Patricia Martinez
Patricia Martinez (age 50) is an independent director of NOV Inc. since March 2024. She is President and CEO of Cormetech (appointed August 2024), with 25+ years in energy across Enerflex, Axip/Valerus, Shell Oil Products U.S., and Conoco Argentina; she holds a bachelor’s in business administration/marketing (Universidad Argentina de la Empresa) and an MBA (Houston Baptist University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Conoco Argentina | Sales & Marketing | 1996–1998 | Commercial roles in downstream; early career foundation |
| Shell Oil Products U.S. | Sales & Marketing positions | 2003–2007 | Commercial leadership in fuels marketing |
| Valerus Compression Services | Director, International Ventures; VP Latin America | 2007–2009; 2009–2013 | Led LATAM expansion; operational oversight |
| Axip Energy Services L.P. (successor to Valerus) | SVP, International | 2013–2014 | Senior leadership prior to Enerflex acquisition |
| Enerflex Ltd. | President, Latin America; Chief Energy Transition Officer | 2014–2020s; 2021–Feb 2024 | Built global energy services; led CCUS/hydrogen/biogas initiatives |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Cormetech | President & CEO | Aug 2024 | Carbon capture solutions provider |
| Par Pacific Holdings Inc. (NYSE: PARR) | Director | Prior to Mar 2024; ongoing | Independent public company directorship |
Board Governance
- Independence: Classified independent by the Board; nine of ten directors were independent at her appointment .
- Committee assignments (2024): Audit Committee member; all Audit members are NYSE “independent” and financially literate; audit financial expert designations apply to Donadio (Chair), Harrison, and Melcher .
- 2025 expected changes: Subject to re-election, slated to join Nominating/Corporate Governance Committee after the Annual Meeting .
- Attendance: Each incumbent director attended at least 75% of Board and committee meetings in 2024; all directors (except Kendall) attended the 2024 annual meeting (implies Martinez attended) .
| Committee | Role | 2024 Meetings | Membership status |
|---|---|---|---|
| Audit | Member | 9 | Independent; financially literate standard met |
| Compensation | — | 2 | Not a member |
| Nominating/Corporate Governance | — (2024); expected member post-2025 AGM | 4 | Expected to join post-AGM |
Fixed Compensation
- Cash retainer structure (paid quarterly): Board $100,000; Lead Director $35,000; Committee Chairs—Audit $30,000, Compensation $20,000, Nominating $15,000; Committee Members—Audit $10,000, Compensation $7,500, Nominating $5,000 (effective 2024). Effective Jan 1, 2025: annual equity award increased to $200,000; Compensation Committee member retainer to $8,750; Nominating Committee member retainer to $7,500 .
- 2024 actual cash paid: $82,500 (partial year from Mar appointment) .
| Component | 2024 | 2025 changes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Unchanged |
| Audit Committee member retainer | $10,000 | Unchanged |
| Nominating Committee member retainer | $5,000 | $7,500 |
| Annual director equity grant (RSUs) | Target $180,000; 9,550 RSUs granted May 15, 2024 | Target $200,000 (effective 2025) |
| 2024 Director Compensation (Actual) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $82,500 |
| Stock Awards (grant-date fair value) | $180,018 |
| Total | $262,518 |
Performance Compensation
- Director equity awards are time-based RSUs (not performance-based), vesting 100% one year from grant date (e.g., May 15, 2024 grant vests May 15, 2025) .
- No director-specific performance metrics (e.g., EBITDA/TSR) are applied to director equity grants; performance metrics cited in the proxy relate to executive compensation programs –.
| RSU Grant | Grant Date | Shares | Vesting | Fair Value Basis |
|---|---|---|---|---|
| Annual director RSU | May 15, 2024 | 9,550 | 100% on 1st anniversary | $180,018 grant-date fair value |
| Annual director RSU (effective 2025 program) | May 20, 2025 | 15,949 | 100% on 1st anniversary | $200,000 program target; Form 4 shows 15,949 shares |
Other Directorships & Interlocks
| Company | Relationship | Interlock/Notes |
|---|---|---|
| Par Pacific Holdings Inc. (NYSE: PARR) | Current independent director | No NOV related-party transactions disclosed involving Martinez |
| Cormetech (private) | Current President & CEO | Board policy requires approval for other public boards; Martinez remains within NOV’s 4-board limit |
Expertise & Qualifications
- Skills matrix indicates strength in operations/industry, international business, corporate governance, financial literacy, strategic planning, energy industry, technology, risk management, legal/compliance, government/regulatory, and senior executive leadership .
- Audit Committee standards: All members financially literate; audit financial expert designation does not include Martinez (applies to Donadio, Harrison, Melcher) .
Equity Ownership
| As-of Date | Total Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| Mar 25, 2025 | 9,550 | <1% | Includes unvested RSUs scheduled to vest May 15, 2025 |
| Post 2025 RSU grant (Form 4) | 25,499 | <1% | After May 20, 2025 RSU award, “securitiesOwned” = 25,499 |
Ownership alignment and policies:
- Director stock ownership guideline: 6× annual cash retainer; as of Jan 1, 2025, new directors including Martinez were not yet in compliance due to recent appointment; ongoing compliance expected per guidelines .
- Anti-hedging policy: Prohibits hedging/monetization transactions for directors .
- Clawbacks: LTIP includes clawback provisions; Company adopted NYSE-compliant Compensation Recovery Policy (primarily for executive officers) .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares Transacted | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|
| May 15, 2024 | May 16, 2024 | A (Award) | 9,550 | 9,550 | https://www.sec.gov/Archives/edgar/data/1021860/000095017024061200/0000950170-24-061200-index.htm |
| May 20, 2025 | May 22, 2025 | A (Award) | 15,949 | 25,499 | https://www.sec.gov/Archives/edgar/data/1021860/000095017025076084/0000950170-25-076084-index.htm |
Governance Assessment
- Board effectiveness: Audit Committee membership enhances financial oversight; all members independent and financially literate; Martinez adds energy transition and international operations experience valuable to risk oversight and strategy .
- Independence and attendance: Independent status affirmed; attendance thresholds met; annual meeting attendance in 2024 supports engagement .
- Compensation alignment: Mix of cash retainer plus equity RSUs; 2025 increase in director equity to $200,000 strengthens long-term alignment; director RSUs are time-based, avoiding complex performance modifiers that could compromise independence .
- Ownership alignment: Progressing toward director ownership guidelines; no pledging disclosed; anti-hedging policy in place; ongoing RSU grants increase skin-in-the-game .
- Potential conflicts: No related-party transactions involving Martinez disclosed; Board policy governs service on other boards and director commitment; Martinez’s external roles (Cormetech CEO; PARR director) are within policy limits and no NOV transactions reported with these entities .
- RED FLAGS: None disclosed for Martinez. Broader board related-party exposure was addressed via recusals in the Extract/White Deer transaction (Guill, Mattson), indicating functioning conflict protocols .