Patricia Melcher
NOVAbout Patricia B. Melcher
Patricia B. Melcher (age 65) has served as an independent director of NOV Inc. since January 2024. She is Managing Partner and co-founder of EIV Capital (founded 2009), with 35+ years in energy finance and private equity, including roles at Simmons & Company International (investment banking), SCF Partners (private equity), and Allegro Capital Management (founder); she also served as interim CEO of Petrocom Energy Group (2003–2004). Melcher holds a B.S. in Systems Engineering from the University of Virginia and an MBA from Harvard University, and is designated an Audit Committee Financial Expert under SEC criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simmons & Company International | Investment banker (oilfield services focus) | 1986–1989 | Built foundational energy finance expertise |
| SCF Partners | Private equity investor (oilfield services) | 1989–1994 | Positions of increasing responsibility; sector investing |
| Allegro Capital Management | Founder; investor/consultant | 1997–2009 | Equity investments, consulting; interim CEO placement |
| Petrocom Energy Group | Interim CEO | 2003–2004 | Operational leadership during transition |
| Hornbeck Offshore Services, Inc. | Director (public until 2020) | 2002–2020 | Board oversight until company went private |
External Roles
| Organization | Role | Tenure | Description / Committees |
|---|---|---|---|
| EIV Capital | Managing Partner, co-founder | 2009–present | Energy-focused private equity; oversight of portfolio performance and risk |
Board Governance
- Committee assignments: Audit Committee member; not a chair; designated Audit Committee Financial Expert; all Audit members are NYSE “independent” .
- Independence: Board affirmatively determined Melcher is independent under NOV’s Corporate Governance Guidelines .
- Attendance: Each incumbent director attended at least 75% of Board/committee meetings; Board met 6 times and committees met 15 times in 2024 .
- Annual meeting participation: All directors attended the 2024 annual meeting except Mr. Kendall (not yet serving) .
| Item | Detail |
|---|---|
| Board meetings (2024) | 6 |
| Committee meetings (2024) | Audit 9; Compensation 2; Nominating/Governance 4 |
| Melcher committee role | Audit Committee – Member |
| Audit financial expert status | Melcher designated SEC Audit Committee Financial Expert |
| Independence | Independent director |
| Lead Director | Not applicable to Melcher; Board expects Mr. Thomas to serve as Lead Director post-2025 meeting |
Fixed Compensation
| Year | Cash Fees (USD) | Stock Awards (USD) | All Other Comp (USD) | Total (USD) |
|---|---|---|---|---|
| 2024 | $82,500 | $180,018 | $0 | $262,518 |
| Program Element | Amount / Structure |
|---|---|
| Annual Board Retainer | $100,000 (paid to non-employee directors) |
| Committee Chair Retainers | Audit $30,000; Compensation $20,000; Nominating/Gov $15,000 |
| Committee Member Retainers | Audit $10,000; Compensation $7,500; Nominating/Gov $5,000 |
| Equity Award (2024) | 9,550 RSUs granted May 15, 2024 to each non-employee director |
| Equity Award (2025 change) | Annual equity value increased to $200,000; certain member retainers increased effective Jan 1, 2025 |
Performance Compensation
- NOV does not use performance-based equity for non-employee directors; annual director RSUs are time-based and vest 100% on the first anniversary of grant (no TSR/financial metrics) .
| Equity Component | Grant Date | Number of RSUs | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Director RSU | May 15, 2024 | 9,550 | 100% at first anniversary | None (time-based only) |
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| Hornbeck Offshore Services, Inc. | Director | Prior (public until 2020) | Served from IPO in 2002 until take-private in 2020 |
- Compensation Committee interlocks: Current members in 2024 were Messrs. Thomas (Chair), Guill, and Mattson; Melcher is not a member; no interlocking relationships requiring disclosure among committee members .
- Related-party transactions: NOV disclosed a 2024 transaction with Extract Companies involving funds affiliated with White Deer Energy (Mr. Guill); no transaction disclosed involving Melcher/EIV .
Expertise & Qualifications
- Financial expertise: SEC Audit Committee Financial Expert; deep energy finance/private equity background .
- Education: B.S. Systems Engineering (University of Virginia); MBA (Harvard University) .
- Industry experience: 35+ years across energy investment banking, private equity, consulting, and executive management .
- Skills matrix highlights: Corporate governance, financial expertise/literacy, strategic planning, energy industry, risk management, CEO/senior executive experience .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (common shares) | 9,650 (<1% of outstanding) |
| RSUs outstanding (as of 12/31/2024) | 9,550 (standard annual director grant) |
| Options | None disclosed |
| Pledging/Hedging | Company policy prohibits hedging and certain monetization transactions for directors |
| Ownership guidelines (directors) | Required to own NOV stock equal to 6× annual cash retainer; compliance measured annually |
| Compliance status | As of Jan 1, 2025, all non-employee directors were in compliance except Mr. Kendall, Ms. Martinez, and Ms. Melcher (new directors in 2024) |
Governance Assessment
- Committee effectiveness: Melcher’s designation as an SEC Audit Committee Financial Expert strengthens Audit oversight in financial reporting, internal controls, and compliance; Audit members are NYSE-independent .
- Independence & engagement: Affirmed independent; attendance met minimum thresholds; participated in annual meeting per Board disclosure (with one exception unrelated to Melcher) .
- Alignment: Director equity is time-based RSUs vesting after one year, promoting holding periods and alignment without pay-for-performance risk for directors .
- Policies: Robust clawback framework (for executives/awards), anti-hedging, option repricing prohibited in LTIP; strong say-on-pay support (96% in 2024) as a broader governance signal .
- Potential conflicts (monitor): EIV Capital’s energy investments could create perceived conflicts if portfolio companies transact with NOV; NOV’s code mandates prompt disclosure to Audit Committee chair and recusal where appropriate; 2024 related-party transaction was with White Deer Energy (Mr. Guill), not Melcher/EIV .
- RED FLAGS: None disclosed specific to Melcher (no related-party transactions, no hedging/pledging noted). Ongoing monitoring advisable due to private equity affiliations and NOV’s active M&A/partnering in the sector .
Insider Trading and Section 16
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | NOV states officers/directors complied with all filing requirements |