Scott Livingston
NOVAbout Scott Livingston
Scott B. Livingston (age 55) is President of NOV’s Energy Products and Services segment (since January 2024). He joined NOV in 2001 after eight years as a U.S. Air Force officer and holds a B.S. in Industrial Engineering from Texas A&M and a master’s in logistics management from Georgia College . NOV’s recent performance context: revenues increased from $6.09B in FY2020 to $8.87B in FY2024, while EBITDA improved from -$182M to $1.358B, underscoring a multiyear recovery and operating leverage during his progression to segment leadership [GetFinancials; FY2020–FY2024]*.
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenue ($USD) | $6,090,000,000 | $5,524,000,000 | $7,237,000,000 | $8,583,000,000 | $8,870,000,000 |
| EBITDA ($USD) | -$182,000,000* | $172,000,000* | $679,000,000 | $1,027,000,000* | $1,358,000,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NOV | President, Energy Products & Services | 2024–present | Leads segment execution; promotion coincided with bonus target increase reflecting expanded responsibility . |
| NOV | President, Intervention & Stimulation BU | 2018–2023 | Drove global operations and product/service portfolio in intervention and stimulation . |
| NOV | VP Installation & Commissioning (Singapore) | 2006–2012 | Led deep‑water rig newbuild projects during global offshore build cycle . |
| NOV | Senior mgmt roles (onshore/offshore ops, production, engineering) | 2012–2018 | Managed global businesses, production operations, engineering scale‑up . |
| NOV | Various management roles | 2001–2006 | Offshore energy market focus, global projects . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Air Force | Officer (maintenance, logistics, program management) | ~8 years (pre‑2001) | Operational discipline; program management for new aircraft weapons systems . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $400,000 | $424,000 (effective Jun 25, 2023) | $550,000 (+29.7% vs 2023) |
| Annual Target Bonus (% of Salary) | 65% | 65% | 85% (adjusted upon promotion) |
| Actual Annual Cash Bonus Paid ($) | — | — | $399,786 (2024 AIP payout) |
Notes:
- Compensation Committee increased Livingston’s target bonus to 85% for 2024 due to promotion to segment president .
- 2024 actual payout of $399,786 vs target $467,500 (85% of $550,000) implies ~86% of target achieved, consistent with plan outcomes noted in footnote (4) .
Performance Compensation
| Element | Year | Grant/Value | Key Terms |
|---|---|---|---|
| Stock Awards (RSUs) | 2024 | $1,227,242 (grant‑date FV) | Time‑based RSUs; NOV plan uses 3‑year equal annual vesting for awards granted in 2021–2023 . |
| Option Awards | 2024 | $374,386 (grant‑date FV) | Non‑qualified stock options alongside historical grants; see option schedule below . |
| Annual Incentive (Cash) | 2024 | $399,786 paid | Plan metrics included consolidated Adjusted EBITDA, consolidated working capital, segment Adjusted EBITDA, and Safety; consolidated and EPS segment EBITDA not fully met; Safety and Energy Equipment EBITDA exceeded . |
Annual Incentive Metrics (disclosed drivers; weights not disclosed for 2024):
- Consolidated Adjusted EBITDA; consolidated working capital; segment Adjusted EBITDA; Safety (2024 outcomes mixed as above) .
- Historical plan design (2022) also included Energy Transition Revenue (10%) and a working capital modifier linked to Adjusted EBITDA, indicating multi‑metric pay‑for‑performance focus .
Equity Ownership & Alignment
| Holder | Common Shares | Options Exercisable within 60 days | % of Class |
|---|---|---|---|
| Scott B. Livingston | 52,694 | 163,365 | <1% |
- Ownership table includes unvested RSUs vesting on May 17, 2024 and Section 16 exercisable rights within 60 days of March 22, 2024 .
- 2024 Stock Vested: 19,394 shares vested with $337,593 value realized; no option exercises in 2024 (0) .
Option and RSU Schedule (Form 3 snapshot, filed 01/03/2024):
- Time‑based RSUs: 2021 grant vesting in 3 equal annual installments from 02/22/2022; 2022 grant from 02/15/2023; 2023 grant from 02/23/2024 .
- Non‑Qualified Stock Options: multiple tranches with strike/expiration, each vesting in three equal annual installments:
- 6,876 @ $68.997, exp 02/26/2024; 25,900 @ $54.74, exp 02/26/2025; 14,790 @ $38.86, exp 02/23/2027; 39,240 @ $34.32, exp 02/25/2026; 15,615 @ $35.09, exp 02/29/2028; 14,835 @ $28.72, exp 02/28/2029; 17,367 @ $20.23, exp 02/26/2030; 19,772 @ $15.00, exp 02/23/2031; 18,000 @ $16.73, exp 02/16/2032; 11,538 @ $21.76, exp 02/24/2033 .
Stock Ownership/Policies:
- No NOV‑specific hedging or pledging policy disclosure was located in the cited filings. Ownership guidelines applicability and compliance status for Livingston were not disclosed in the 2025 proxy excerpts provided; items omitted per disclosure rules.
Employment Terms
Severance Plan participation:
- Livingston participates in NOV’s Executive Severance Plan (not legacy agreements). Triggered upon termination without Cause or for Good Reason, benefits include (a) accrued obligations, (b) cash equal to one times base salary plus his then‑current target bonus percentage, and (c) 100% vesting of time‑based restricted stock; no excise tax gross‑ups .
- Illustrative potential payments (as of 12/31/2024): cash severance $1,017,500 and value of unvested time‑based restricted stock $561,633 (based on $14.60 share price), totaling $1,579,133; accrued obligations excluded .
- Nonqualified Deferred Compensation: executive contributions $175,216; company contributions $14,374; aggregate balance $1,826,469 (FY2024), demonstrating deferred comp participation .
Change‑in‑control:
- Specific change‑in‑control severance terms for Livingston were not detailed in the cited NOV 2025 proxy sections; any acceleration provisions appear tied to time‑based equity under the Severance Plan as disclosed above . No tax gross‑ups .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total comp $2,584,906 comprised of salary $547,577, cash bonus $399,786, and substantial equity components ($1,227,242 RSUs; $374,386 options), indicating a high at‑risk, equity‑linked mix aligned to multi‑metric performance .
- Shift in incentives: Target bonus increased from 65% to 85% with promotion, raising at‑risk cash tied to segment results .
- Performance metrics breadth: Inclusion of consolidated Adjusted EBITDA, working capital, safety, and segment EBITDA supports operational discipline; historical Energy Transition revenue metric underscores strategic priorities beyond oil & gas cyclicality .
- No evidence in filings of option repricing, tax gross‑ups, or related‑party transactions for Livingston in the provided documents; items omitted absent disclosure.
Compensation Peer Group (2024 framework)
APA; Baker Hughes; ChampionX; Cummins; Generac; Halliburton; Helmerich & Payne; Hess; Illinois Tool Works; Ingersoll Rand; Marathon Oil; Oceaneering; Parker‑Hannifin; Schlumberger; TechnipFMC; TPI Composites; Transocean; Weatherford .
Performance Compensation – Metric/Payout Table (2024 Annual Incentive)
| Metric | Weighting | Target | Actual | Payout Impact | Vesting Link |
|---|---|---|---|---|---|
| Consolidated Adjusted EBITDA | Not disclosed | Not disclosed | Not fully met | Contributed to payout below target | Cash AIP |
| Consolidated Working Capital | Not disclosed | Not disclosed | Not fully met | Downward modifier | Cash AIP |
| Energy Products & Services Adj. EBITDA | Not disclosed | Not disclosed | Not fully met | Lower segment payout | Cash AIP |
| Safety | Not disclosed | Not disclosed | Exceeded | Positive payout impact | Cash AIP |
| Energy Equipment Adj. EBITDA | Not disclosed | Not disclosed | Exceeded | Positive payout impact | Cash AIP |
Investment Implications
- Alignment: High proportion of equity (RSUs/options) and multi‑metric cash incentives (EBITDA, working capital, safety, segment EBITDA) tie pay to operating execution and capital efficiency, supporting pay‑for‑performance alignment .
- Retention risk: Participation in NOV’s Executive Severance Plan with 1x salary plus target bonus and immediate vesting of time‑based RSUs upon qualifying termination moderates near‑term turnover risk; absence of tax gross‑ups is governance‑friendly .
- Trading signals: Significant outstanding option tranches across strike prices and expirations (2024–2033) with no option exercises in 2024 suggest future potential exercise/sale cadence tied to price and blackout windows; time‑based RSU vesting schedules create periodic sell‑pressure events typical for executives .
- Performance context: NOV’s revenue and EBITDA recovery trajectory over FY2020–FY2024 provides a supportive backdrop for segment leaders; continuation depends on cycle and execution against working capital and safety targets [GetFinancials]* .
References:
Values retrieved from S&P Global where asterisked.