Rodney Reed
NOVAbout Rodney Reed
Rodney C. Reed, 44, is Senior Vice President and Chief Financial Officer of NOV Inc. since March 17, 2025; he joined NOV in July 2014, holds bachelor’s and master’s degrees in accounting from Louisiana State University, and was a two-time First-Team Academic All-American . NOV delivered 2024 revenue growth of 3.3% and an 11% improvement in Adjusted EBITDA versus 2023, with annual bonuses paid slightly below target and 2022 performance shares earned at 78.45% of target based on relative TSR and NVA metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NOV Inc. | President, Process Flow Technologies BU | Sep 2022 – Mar 2025 | Led BU operations and strategy within NOV’s portfolio |
| NOV Inc. | President, Completion Tools BU | Jun 2018 – Sep 2022 | Led BU; commercial and product leadership |
| NOV Inc. | VP, Corporate Development | Sep 2015 – Jun 2018 | Corporate development and M&A support |
| NOV Inc. | VP, Internal Audit | Jul 2014 – Sep 2015 | Internal controls and audit leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young | Senior Manager | Pre-2014 | Audit/assurance experience and leadership |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Target Bonus ($) | One-time Supplemental LTIP Award ($) | Notes |
|---|---|---|---|---|---|
| 2025 | $575,000 | 85% | $488,750 | $1,150,000 (50% RSUs / 50% Performance Awards) | Employment Agreement dated Mar 17, 2025; term to Jan 24, 2027 |
Performance Compensation
Annual Incentive Plan Design and 2024 Outcomes (Company-wide program)
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Working Capital Modifier Impact | Payout % (pre/post WCM) |
|---|---|---|---|---|---|---|---|
| NOV Adjusted EBITDA ($M) | 90% | $668 | $1,113 | $1,558 | $1,058 | ($10) | 89% / 87% |
| Safety: TRIR | 5% | 1.32 | 0.82 | 0.25 | 0.57 | n/a | 144% |
| Safety: Annual Goals | 5% | Achieved | Achieved | Achieved | Achieved | n/a | 200% |
Notes: Adjusted EBITDA selected given focus on operating profitability; working capital modifier increases/decreases Adjusted EBITDA $0.15 per $1 change versus target to drive capital efficiency; safety measure introduced in 2023 and continued in 2024 .
Long-Term Incentives (Design and recent results)
| Award Type | Metric(s) | Vesting | Notable Outcome |
|---|---|---|---|
| Performance Share Awards (PSAs) | Relative TSR vs OSX; NOV Value Added (NVA) | 3-year performance period; minimum three-year vesting | 2022 PSAs earned at 78.45% of target |
| RSUs | Time-based | 3-year vesting; minimum three-year vesting | Unvested RSUs vesting on May 15, 2025 counted in ownership for some executives |
| Options | Absolute stock price appreciation | 10-year term; granted at Q1 meeting; strike = closing price at grant | All previously granted options underwater as of Dec 31, 2024 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 25, 2025)
| Holder | Common Shares | Options Exercisable ≤60 Days | % of Class |
|---|---|---|---|
| Rodney C. Reed | 63,884 | 157,366 | <1% |
- Shares outstanding: 378,655,753; beneficial ownership includes unvested RSUs vesting May 15, 2025 for executives, per footnote .
- Stock ownership guidelines: CFO required to hold stock equal to 3x base salary; attainment within 5 years of becoming subject to guidelines .
- Anti-hedging: Directors, officers, employees prohibited from hedging/monetization (e.g., prepaid variable forwards, swaps, collars, exchange funds) .
- Pledging: No explicit pledging policy disclosure found in retrieved filings .
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Appointed SVP & CFO effective Mar 17, 2025 |
| Employment Agreement | Form attached as Exhibit 10.3 to FY2024 10-K; term expires Jan 24, 2027; percentage of base salary applying to certain provisions set at 80% |
| Executive Severance Plan | Participant under Plan (Exhibit 10.16); benefits if terminated by Company without Cause or for Good Reason: (a) cash equal to base salary + (base salary × target bonus %) paid over 12 months; (b) prior-year bonus if termination before its payment (subject to performance); (c) accrued wages; (d) accrued vacation; (e) 100% vesting of time-based restricted stock upon qualifying termination |
| CIC Framework | Change in Control defined; CIC Protection Period begins 60 days before and ends 1 year after CIC; Good Reason definitions strengthened during CIC period |
| Double Trigger | Company discloses double-trigger provisions for change in control in pay practices |
| Clawback/Recovery | Compensation Recovery Policy for erroneously awarded incentive compensation upon accounting restatement; prior clawback policy (2018) permits termination or recovery for misconduct causing restatement |
| Bonus Caps | Annual bonus payouts capped at 200% of target |
| Ownership Guidelines | CFO 3x salary; 5-year attainment window; NEOs compliant as of Jan 1, 2025 (applies to NEOs at 12/31/24) |
| Related Party | No transactions requiring Item 404(a) disclosure for Mr. Reed |
Severance value illustration (if terminated without Cause/for Good Reason, based on disclosed salary/target): $575,000 + ($575,000 × 85%) = $1,063,750 total cash severance, paid over 12 months .
Compensation Committee Analysis
- Independent consultant: Meridian advised Compensation Committee; no other services to the Company in 2024 .
- Program guardrails: No tax gross-ups; no repricing; capped bonuses; minimum three-year vesting; clawbacks; stock ownership guidelines; double-trigger change-in-control provisions .
Say-on-Pay & Shareholder Feedback
| Year | Approval % |
|---|---|
| 2022 | 98% |
| 2023 | 96% |
| 2024 | 96% |
Management engages investors and received strong support for executive compensation program design .
Investment Implications
- Alignment: Reed’s pay mix now includes a sizable one-time equity award ($1.15M split RSUs/PSUs) and an 85% target bonus tied to Adjusted EBITDA, working capital efficiency, and safety; long-term PSAs hinge on relative TSR and NVA, reinforcing pay-for-performance .
- Retention: Three-year vesting, option 10-year terms, and Executive Severance Plan protections (cash severance and accelerated vesting of time-based equity on qualifying termination) reduce near-term departure risk; double-trigger CIC provisions avoid single-trigger windfalls while protecting the executive .
- Trading signals: Anti-hedging constraints and low percent ownership (<1%) limit forced selling; however, upcoming May 15, 2025 RSU vesting and standard trading windows could create episodic liquidity events; no pledging or related-party flags identified in filings .
- Execution risk: NOV’s 2024 corporate bonus paid slightly below target as Adjusted EBITDA missed plan and the working capital modifier reduced scores, while 2022 PSAs paid below target; Reed inherits CFO role amid a cautious macro backdrop, making capital efficiency and cash generation the key levers for incentive realization .