Amy H. Nelson
PATTERSON UTI ENERGYAbout Amy H. Nelson
Independent director at Patterson-UTI Energy (PTEN) since September 2023; age 56. President of Greenridge Advisors, an energy services and equipment consulting firm she founded in 2007. Brings deep oilfield services strategy, capital allocation, and governance experience from prior roles at SCF Partners (private equity) and Amoco. Current committee roles at PTEN: Chair of the Sustainability Committee and member of the Compensation Committee; the Board has determined she is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SCF Partners (oilfield services/equipment-focused PE) | Vice President | 2000–2007 | Investment strategy, execution, portfolio management; contributed financial and strategic expertise later leveraged on boards |
| Amoco Production Company | Engineering, project management, planning roles | Not disclosed | Early technical/operational foundation in E&P; informs industry oversight at PTEN |
| NexTier Oilfield Solutions Inc. | Director | Oct 2019–Sep 2023 | Board service through industry cycle and into PTEN merger; brings integration perspective to PTEN Board |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Helix Energy Solutions Group, Inc. | Director; Audit Committee Chair | Director since Jul 2019; Audit Chair since May 2020 | Financial oversight and audit leadership at a publicly listed OFS peer; strengthens PTEN’s board finance oversight bench |
| APA Corporation | Director (former) | Feb 2014–May 2024 | E&P industry exposure and capital allocation perspective; concluded service in 2024 |
| Greenridge Advisors, LLC | President (founder) | 2007–present | Advises energy service/equipment companies on strategy, capital allocation, M&A and infrastructure development |
Board Governance
- Independence and tenure: Independent director; on PTEN Board since 2023. The Board met 9 times in 2024 and each then-serving director attended at least 75% of aggregate Board and committee meetings.
- Leadership structure: Independent Chairman; CEO and Chair roles separated; independent Vice Chairman also in place.
- Committee assignments (2024 meetings in parentheses): Sustainability (Chair; 5 meetings) and Compensation (Member; 8 meetings).
- Governance policy post-merger: Until Sep 1, 2025 committees (excluding Executive) must include NexTier designees; Nelson is a NexTier designee, aligning with required committee composition through that date.
- Risk oversight: Sustainability Committee oversees sustainability-related risks and disclosures; Compensation Committee oversees incentive plans and compensation-related risk.
- Say-on-pay environment: Strong support (2024: 96%; prior four years ≥96%), signaling shareholder alignment on pay program design.
Fixed Compensation (Director)
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director cash retainer |
| Committee retainers (cash) | $25,000 | Sustainability Committee Chair $15,000; Compensation Committee Member $10,000 |
| Total cash fees (2024) | $125,000 | Matches Director Compensation table |
| Equity – RSU grant (1/1/2024) | $174,992 | 16,203 RSUs at $10.80 grant value per unit |
| Total 2024 Director Compensation | $299,992 | Sum of cash and stock awards |
| 2025 Policy Reference | $175,000 | Annual RSU grant policy for non-employee directors (grant on Jan 1) |
Notes:
- Director equity consists of time-vested RSUs; PTEN did not grant options to directors in 2024.
- No changes were made to director compensation following the December 2024 review.
Performance Compensation (Director)
- Non-employee directors do not receive performance-based incentives (no PSUs/options); equity is time-vested RSUs.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| Helix Energy Solutions Group, Inc. | Director; Audit Chair | Offshore services exposure; no PTEN-related related-party transaction disclosed. |
| APA Corporation | Former Director | Concluded May 2024; no PTEN-related related-party transaction disclosed. |
| NexTier Oilfield Solutions Inc. | Former Director | NexTier merged with PTEN in 2023; Nelson is designated a NexTier designee under PTEN’s governance policy through Sep 1, 2025. |
- Related-party/transactions: PTEN’s “Certain Transactions” section discloses an historical arrangement involving REMY Capital/REMY Investors related to Mr. Berns; no related transactions disclosed for Nelson.
Expertise & Qualifications
- Oilfield services strategy and operations; founder/operator advising on strategy, capital allocation, and M&A in OFS and equipment.
- Financial oversight and audit leadership (Audit Chair at Helix).
- Public company board experience across services and E&P; governance and sustainability oversight.
- The PTEN Board’s skills matrix shows she satisfies independence and brings finance, governance, industry/operations, risk oversight, and technology perspectives.
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Beneficial ownership (PTEN common) as of 3/31/2025 | 141,641 shares | <1% of outstanding |
| Unvested RSUs (excluded from beneficial ownership within 60 days) | 21,186 units | 2025 annual director RSU grant; unvested as of 3/31/2025 |
| Shares pledged as collateral | None disclosed for Nelson | PTEN maintains an anti-pledging policy; single legacy waiver applies to a different director (Stewart) |
| Director stock ownership guideline | 5x annual base cash retainer | Applies to outside directors; 5-year compliance period |
| Compliance status | Company states all persons subject to guidelines are in compliance as of proxy date | Indicates alignment expectations are being met |
Insider Trades (Form 4)
| Date (Filing) | Transaction | Securities | Source |
|---|---|---|---|
| Jan 1, 2024 (granted) | Annual director RSU grant | 16,203 RSUs; grant-date value $174,992 | Proxy disclosure of grant and value |
| Jan 3, 2025 (filed) | Annual director RSU grant for 2025 | 21,186 RSUs (per unvested RSU count as of 3/31/2025; policy value $175,000) | SEC Form 4 index (filed 1/3/2025); policy and unvested count support units |
Additional filings reference:
- SEC Form 4 (2024 filing index)
- SEC Form 4 (initial 2023 filing index)
Governance Assessment
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Strengths
- Independent director with relevant sector, financial, and governance expertise; chairs Sustainability Committee and serves on Compensation Committee—both central to investor priorities on risk, ESG, and pay.
- Strong alignment structures: robust director ownership guideline (5x cash retainer), anti-hedging/anti-pledging policies, and clawback policy; company reports guideline compliance.
- Transparent, formulaic director pay structure with balanced cash/equity mix; no director options; 2024 total of ~$300k consistent with peers in OFS mid-cap.
- Favorable shareholder signaling: sustained high Say-on-Pay support (96% in 2024) indicates confidence in compensation oversight.
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Watch items
- NexTier designee governance constraints remain in effect through Sep 1, 2025 (committee composition balancing). Monitor committee continuity and potential refresh post-governance policy expiry.
- Multiple external roles (e.g., Helix Audit Chair) broaden perspective but warrant routine time-commitment monitoring; Board reports at least 75% attendance for all directors in 2024.
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Red flags (none identified)
- No Nelson-specific related-party transactions, pledging, or hedging disclosed; no tax gross-ups or special perquisites applicable to directors.