James C. Stewart
PATTERSON UTI ENERGYAbout James C. Stewart
Independent director since September 2023; age 62; over 30 years of oilfield services leadership spanning Schlumberger (22 years), Weatherford VP of Integrated Drilling Services (London/Dubai), CEO roles at Keane/NexTier and a privately held international drilling company, and currently CEO of One X (flowback, production, sand management, pressure control rentals) since October 2023 . The Board cites his extensive international experience and management of global business and project teams; education not disclosed in the proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schlumberger Limited | Senior leadership positions across geographies | ~22 years | Global operations leadership; industry and operations expertise |
| Weatherford International plc | Vice President, Integrated Drilling Services (London/Dubai) | 2006–2007 | Built and managed a global business unit incl. 50-rig international land drilling group and project management team |
| Privately held international drilling company | President & Chief Executive Officer | 2007–2009 | Led international operations |
| Keane Group / NexTier Oilfield Solutions | Chairman & CEO; Executive Chairman | 2011–2019 (Exec Chair Aug 2018–Oct 2019) | Led transformation; later served on Keane/NexTier boards (2011–2023) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| One X | Chief Executive Officer | Oct 2023–present | Provider of flowback, production and sand management, and pressure control equipment rentals/services |
| Keane / NexTier | Director | Mar 2011–Sep 2023 | Past public company directorship; ended with PTEN/NexTier merger |
Board Governance
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Audit Committee | Member | 5 | All members independent; audit committee financial expert designated (Cepak) |
| Nominating & Corporate Governance Committee | Member | 2 | All members independent; supports board and management evaluations, succession, governance |
| Sustainability Committee | Member | 5 | Oversees sustainability strategy, HSE, disclosure; all members independent |
- Independence: Board determined Stewart is independent under Nasdaq standards; noted he is employed by an organization that does ordinary-course business with a PTEN subsidiary since Oct 2023; amounts per year did not exceed the greater of $200,000 or 1% of either party’s consolidated gross revenues .
- Attendance: Board met 9 times in 2024; each director attended at least 75% of aggregate board and committee meetings; most directors attended the 2024 annual meeting .
- Board leadership: Independent Chairman and independent Vice Chairman; independent directors meet regularly in executive session .
- Governance policy: Through Sept 1, 2025, committees (excluding Executive) include NexTier designees; Stewart is one of the current NexTier designees .
Fixed Compensation (Director Compensation – 2024)
| Component | Detail | Amount |
|---|---|---|
| Annual cash retainer | Non-employee director | $100,000 |
| Committee member fees | Audit ($10,000), Nominating ($7,500), Sustainability ($7,500) | $25,000 |
| Cash subtotal | Retainer + committee fees | $125,000 |
| Equity grant (RSUs) | 16,203 RSUs granted Jan 1, 2024 at $10.80 grant date value | $174,992 |
| Total | Cash + equity | $299,992 |
- No options granted to directors in 2024; Stewart held no options outstanding as of Dec 31, 2024 .
- Director compensation framework: $100k annual cash retainer; $175k annual RSUs; committee chair/member retainers as published .
Performance Compensation (Directors)
| Metric | Weighting | Design | Notes |
|---|---|---|---|
| None (directors) | N/A | Time-based RSUs vest over 3 years (annual tranches) | No performance-vesting for director equity; grant and vesting practices disclosed |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Overlap/Conflict Notes |
|---|---|---|---|
| Keane/NexTier | Public | Director (past) | Historical board service ended 2023 |
| One X | Private | CEO (current) | PTEN Board considered ordinary-course business between One X and a PTEN subsidiary since Oct 2023; amounts each of last three fiscal years below greater of $200k or 1% revenue thresholds; independence maintained |
Expertise & Qualifications
- Board skills matrix assigns Stewart competencies in industry operations, leadership, risk oversight, global management, corporate governance, technology, and independence .
- Board biography emphasizes >30 years industry leadership, international experience, and strategic/project management expertise benefiting PTEN’s global strategy and operations .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 1,069,543 | Includes 1,005,254 shares held by a limited partnership Stewart controls; excludes unvested RSUs not vesting within 60 days |
| Shares outstanding (Mar 31, 2025) | 385,978,013 | Company common shares outstanding |
| Ownership % of outstanding | 0.277% | Computed from above figures; table indicates “<1%” |
| Unvested RSUs (not vesting in 60 days) | 21,186 | As of proxy reference date |
| Options outstanding | None | No Stewart options disclosed; only Cepak/Huff had legacy options |
| Ownership guidelines | 5x annual base cash retainer (for outside directors) | Compliance stated for all covered persons as of proxy date |
| Pledging | Board waiver for Stewart’s pledged shares (legacy NexTier); increase to permitted pledged shares approved Oct 2024 | Anti-pledging policy generally prohibits pledging; waiver and increase specific to Stewart |
Governance Assessment
- Strengths: Independent director with deep oilfield services leadership and international experience; active on Audit, Nominating/Governance, and Sustainability committees; attendance threshold met; director pay structure balanced (cash + time-based RSUs); ownership guidelines in place and reported compliant; strong say-on-pay support historically signals investor alignment with compensation governance .
- Potential conflicts: Employment at One X, an organization doing ordinary-course business with a PTEN subsidiary; Board concluded transactions below materiality thresholds and independence maintained, but it warrants ongoing monitoring for related-party exposure .
- RED FLAGS:
- Pledging: Anti-pledging policy waiver for Stewart and an October 2024 increase in permitted pledged shares—this introduces counterparty and forced-sale risk, and can be viewed as misaligned with standard governance best practices; continued oversight is advisable .
- Signals to investors: Committee breadth and independent status support board effectiveness; pledging waiver and vendor relationship should be tracked for escalation or changes in scope/amounts; director compensation levels and equity are standard for peer governance and suggest alignment without excessive risk-taking .
Notes on Data Coverage
- Insider trades: Searched for Form 4 filings and none were available in the current document set for PTEN; beneficial ownership from the proxy is provided above [ListDocuments “type 4” returned none].