Robert Welborn
NOVAbout Robert S. Welborn
Independent director (age 52) serving on NOV’s Board since October 2021. Welborn is a technology and data science executive with prior roles as Head of Meta Decision Science (2020–2024), Global Chief Data & Analytics Officer at General Motors (2018–2020), and Chief Data Scientist at USAA (2009–2017). He holds a BS in Engineering from Texas A&M, an MBA from UC San Diego, and passed Level I of the CFA exam; the Board affirms his independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meta Inc. | Head of Meta Decision Science; previously Head of Programs Data Science, Small Business Group | Nov 2020–Aug 2024 | Oversaw solutions used by >140 million businesses globally |
| General Motors | Global Chief Data & Analytics Officer | 2018–2020 | Enterprise data leadership |
| USAA | Chief Data Scientist; roles of increasing responsibility | 2009–2017 | Advanced analytics leadership |
| Perot Systems; Wagonhound Investments | Various roles | 1996–2009 | Technology/operations experience |
External Roles
- No other public-company directorships disclosed for Welborn in NOV’s proxy .
Board Governance
| Attribute | Detail |
|---|---|
| Committee assignments | Chair, Nominating/Corporate Governance Committee |
| Independence | Affirmed independent by the Board |
| Attendance | Each incumbent director attended ≥75% of Board/committee meetings in 2024 |
| Meeting cadence | Board met 6 times; Audit 9; Compensation 2; Nominating/Gov 4 in 2024 |
| Executive sessions | Non-employee director executive sessions held quarterly |
| Lead Independent Director | William R. Thomas expected to become Lead Director after 2025 AGM (succeeding Greg Armstrong) |
| Director commitment policy | Limit of four public boards absent Board approval; all directors compliant as of Nov 2024 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) | $117,500 | Actual cash paid to Welborn in 2024 |
| Annual Board Retainer | $100,000 | Paid quarterly to non-employee directors |
| Nominating/Gov Chair Retainer | $15,000 | Annual chair fee |
| Committee member retainers (baseline 2024) | Audit $10,000; Comp $7,500; Nominating/Gov $5,000 | Not applicable to Welborn unless serving as a member |
| Changes effective 1/1/2025 | Equity award increased to $200,000; Comp member retainer to $8,750; Nominating/Gov member retainer to $7,500 | Board approved Nov 13, 2024 |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Vesting | Fair Value |
|---|---|---|---|---|
| Annual RSU grant | May 15, 2024 | 9,550 RSUs | 100% vest on first anniversary of grant | $180,018 (grant-date value) |
- Directors are eligible for equity under the Long-Term Incentive Plan; Welborn’s 2024 grant was time-based RSUs (no performance metrics) .
- Program updated to target $200,000 equity awards for non-employee directors beginning in 2025 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed for Welborn |
| Interlocks/comp committee | NOV Compensation Committee interlocks disclosed for Thomas/Guill/Mattson; none involving Welborn |
| Related-party exposure | Item 404 disclosure addresses White Deer/Extract transaction involving Guill/Mattson; no transactions involving Welborn disclosed |
Expertise & Qualifications
| Skill/Attribute | Evidence |
|---|---|
| Corporate governance; strategic planning; financial literacy | Skills matrix shows Welborn has governance, financial literacy, strategic planning |
| Science/engineering/technology; risk management | Skills matrix shows technology and risk management competencies |
| Industry familiarity | Matrix tags energy/oil & gas exposure |
| Education/credentials | BS Engineering (Texas A&M), MBA (UC San Diego), CFA Level I passed |
Equity Ownership
| Holder | Common Shares | Options Exercisable ≤60 Days | % of Class |
|---|---|---|---|
| Robert S. Welborn | 30,023 | — | <1% |
| RSU Position | Units |
|---|---|
| Outstanding RSUs as of Dec 31, 2024 | 9,550 (company-wide director grants, including Welborn) |
- Ownership guidelines: Non-employee directors must hold stock equal to 6x annual cash retainer; all non-employee directors except Kendall/Martinez/Melcher (new in 2024) are in compliance as of Jan 1, 2025—Welborn is compliant .
- Anti-hedging policy prohibits hedging/monetization transactions by directors .
Governance Assessment
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Committee leadership and independence: Chairing the Nominating/Corporate Governance Committee positions Welborn at the core of board composition, director evaluations, and governance guideline oversight—positive signal for board effectiveness .
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Engagement and attendance: Proxy confirms ≥75% attendance for all incumbents, and all directors (except Kendall, who joined late) attended the 2024 annual meeting—adequate engagement .
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Alignment and incentives: 2024 compensation mix was cash ($117,500) plus equity ($180,018) via one-year RSUs; equity award target rising to $200,000 in 2025 increases long-term alignment while maintaining modest cash retainer levels versus peers .
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Conflicts and related-party risk: No Item 404 related-party transactions disclosed for Welborn; committee interlock disclosures do not involve him—low conflict exposure .
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Shareholder signals: Say-on-pay support was 96% in May 2024, indicating favorable investor sentiment toward compensation governance; while focused on NEOs, it supports overall governance credibility .
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RED FLAGS: None disclosed specific to Welborn (no related-party transactions, no attendance shortfall, no hedging permitted). Monitor for pledging (not explicitly addressed in policy) and evolving workloads vis-à-vis the Director Commitment Policy .