William Thomas
NOVAbout William R. Thomas
William R. Thomas (age 72) has served as an independent director of NOV since November 2015. He is the former Chairman and CEO of EOG Resources, serving as CEO from 2014 to 2021 and Non‑Executive Chairman from October 2021 to October 2022. He holds a B.S. in Geology from Texas A&M University (1975), bringing deep upstream leadership experience across industry cycles and risk assessment to NOV’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EOG Resources | Chairman & CEO | Jan 2014 – Oct 2021 | Led strategy through energy cycles; extensive risk management experience |
| EOG Resources | Non‑Executive Chairman | Oct 2021 – Oct 2022 | Governance leadership post‑CEO transition |
| EOG Resources | President | Sep 2011 – Jul 2013 | Senior executive leadership |
| EOG Resources | Senior EVP Exploitation/Exploration | Prior roles | Built technical and operational expertise over multi‑decade tenure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EOG Resources | Director | Prior to retirement in Oct 2021 | Longstanding board service; no current public company directorships disclosed for Thomas |
Board Governance
- Committee assignments: Chair, Compensation Committee (2024); not on Audit or Nominating/Corporate Governance .
- Lead Independent Director: Board expects to designate Thomas as Lead Director following the 2025 Annual Meeting, assuming re‑election .
- Independence: Board affirmed Thomas is independent under NOV’s Corporate Governance Guidelines and NYSE standards .
- Attendance: Each incumbent director attended at least 75% of Board and committee meetings in 2024; Board met 6 times; committees met 15 times (Audit 9; Compensation 2; Nominating 4) .
- Executive sessions: Non‑employee directors hold quarterly executive sessions; Lead Director coordinates agendas and liaison duties .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $120,000 | 2024 (includes $100,000 Board retainer + $20,000 Compensation Committee Chair retainer) |
| Meeting Fees | None disclosed | Program lists retainers; no per‑meeting fees |
| All Other Compensation | $13,104 | 2024 benefits and spouse airfare for off‑site meeting |
Director fee schedule (non‑employee directors):
| Retainer Type | 2024 Amount | 2025 Change (effective Jan 1, 2025) |
|---|---|---|
| Annual Board Retainer (cash) | $100,000 | No change |
| Lead Director Retainer | $35,000 | No change |
| Committee Chair – Audit | $30,000 | No change |
| Committee Chair – Compensation | $20,000 | No change |
| Committee Chair – Nominating/Governance | $15,000 | No change |
| Committee Member – Audit | $10,000 | No change |
| Committee Member – Compensation | $7,500 | Increased to $8,750 |
| Committee Member – Nominating/Governance | $5,000 | Increased to $7,500 |
Performance Compensation
| Equity Type | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| RSUs (annual director grant) | May 15, 2024 | 9,550 RSUs; fair value $180,018 | 100% vests on first anniversary | Annual non‑employee director grant under LTIP |
| RSUs/Stock Award (Form 4) | May 20, 2025 (txn date) | 15,949 shares at $0 price | Not disclosed in proxy; recorded as “A‑Award” | Reflects 2025 equity award; post‑award holdings updated below |
- Director equity grants are time‑based (no performance metrics). The LTIP caps director award grant‑date value at $600,000 per calendar year and prohibits option repricing; long‑term incentives are administered by the Board for directors .
Other Directorships & Interlocks
| Company | Relationship | Interlock/Related Party Exposure |
|---|---|---|
| EOG Resources | Former Chairman & CEO; former director | None disclosed at NOV related to Thomas; Compensation Committee interlocks disclosure notes no relationships requiring Item 404 disclosure for committee members (Thomas included) |
Expertise & Qualifications
- Energy/oil & gas industry leadership; strategic planning; risk management; CEO‑level operating experience .
- Financial literacy and governance experience; corporate governance skillset .
- Technical education: B.S. Geology (Texas A&M) .
Equity Ownership
| Metric | Amount | As‑of Date | Notes |
|---|---|---|---|
| Beneficially Owned Common Shares | 75,760 | Mar 25, 2025 | Less than 1% of class; no options exercisable within 60 days |
| Options Exercisable within 60 Days | — | Mar 25, 2025 | None |
| RSUs Outstanding | 9,550 | Dec 31, 2024 | Annual grant vesting one year from May 15, 2024 |
| Post‑Transaction Ownership | 91,709 | Form 4 filed May 22, 2025 (txn 5/20/2025) | After “A‑Award” of 15,949 shares; director ownership is direct |
Insider transactions (Form 4):
| Filing Date | Transaction Date | Type | Shares Transacted | Price | Post‑Txn Ownership | Link |
|---|---|---|---|---|---|---|
| May 22, 2025 | May 20, 2025 | A – Award | 15,949 | $0.00 | 91,709 | https://www.sec.gov/Archives/edgar/data/1021860/000095017025076090/0000950170-25-076090-index.htm |
| May 16, 2024 | May 15, 2024 | A – Award | 9,550 | $0.00 | 75,760 | https://www.sec.gov/Archives/edgar/data/1021860/000095017024061214/0000950170-24-061214-index.htm |
Ownership alignment:
- Director stock ownership guidelines require each non‑employee director to own NOV stock equal to 6× the annual cash retainer; as of Jan 1, 2025, all non‑employee directors except Kendall, Martinez, and Melcher were in compliance—Thomas is compliant .
- NOV prohibits hedging/monetization transactions by directors; no pledging disclosure noted for Thomas in the proxy .
Governance Assessment
- Positive signals: Independent status; Chair of Compensation Committee with no interlocks requiring disclosure; expected elevation to Lead Director strengthens independent oversight; compliance with rigorous stock ownership guidelines; consistent meeting attendance; strong shareholder support for NOV’s say‑on‑pay in 2024 (96%) indicating confidence in compensation governance .
- Compensation structure for directors: Balanced cash retainer plus annual RSUs with one‑year vest; no meeting fees; moderate increases in 2025 to align with peer median; policy prohibits option repricing—favorable governance practices .
- Conflicts/related‑party: No related‑party transactions disclosed for Thomas; the only 2024 related‑party transaction involved a different director (Guill), with recusals documented—reduces conflict risk .
- Risk controls: Anti‑hedging policy; quarterly executive sessions; independent committee composition; formal director commitment policy with annual compliance review .
Overall, Thomas’s profile—long‑tenured upstream leadership, independence, and forthcoming Lead Director role—supports board effectiveness and investor confidence, with no disclosed conflicts or red flags in compensation or related‑party exposure .