Janeen S. Judah
PATTERSON UTI ENERGYAbout Janeen S. Judah
Independent director at Patterson-UTI Energy since 2018; age 65 as of the 2025 proxy. Over 35 years of operational, managerial, environmental, and international oil and gas experience, including senior leadership at Chevron (Southern Africa GM; President, Chevron Environmental Management) and former President of the Society of Petroleum Engineers. Education: BS and MS in Petroleum Engineering (Texas A&M), MBA (University of Texas of the Permian Basin), JD (University of Houston Law Center); Registered Professional Engineer in Texas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron | General Manager, Southern Africa BU | Aug 2010–Sep 2016 | International operations oversight; strategic and operational leadership |
| Chevron Environmental Management Co. | President | Aug 2007–Aug 2010 | Environmental management leadership |
| Chevron Energy Technology Co. | GM, Reservoir & Production Engineering | Jun 2004–Aug 2007 | Technical leadership in reservoir/production |
| Texaco/ARCO | Upstream Petroleum Engineering roles | 1981–1998 | Early operations/engineering career |
| Society of Petroleum Engineers (SPE) | President | Sep 2016–Oct 2017 | Global industry leadership |
| Society of Petroleum Engineers (SPE) | Director | 2003–2006; 2012–2018 | Governance of global professional body |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aethon Energy III, LLC (private) | Director | Jun 2019–Present | Upstream investment firm |
| University Lands Advisory Board | Member | Aug 2020–Present | Oversight advisory (energy/minerals) |
| Crestwood Equity Partners LP (public) | Director of GP | Nov 2018–Nov 2023 | Midstream; board service until acquisition by Energy Transfer |
| Jagged Peak Energy Inc. (public) | Director | Apr 2019–Jan 2020 | Upstream; board service until acquisition by Parsley Energy |
Board Governance
- Independence: The Board determined Judah is independent under Nasdaq listing standards .
- Committee assignments: Audit Committee member; Sustainability Committee member; not a chair on either .
- Board attendance: Board met nine times in 2024; each then-serving director attended at least 75% of aggregate Board and committee meetings; most directors attended the 2024 annual meeting (all but two) .
- Board leadership/structure: Independent Chairman; independent Vice Chairman; independent directors meet regularly in executive session .
- Governance policy (post NexTier merger): Committees balanced between PTEN and NexTier designees through Sep 1, 2025; Judah is a PTEN designee .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Non-employee director base cash retainer |
| Committee fees | $17,500 | Audit member $10,000; Sustainability member $7,500 |
| Total cash (2024) | $117,500 | Disclosed fees earned/paid in cash |
| Annual RSU grant (2024) | $174,992 | 16,203 RSUs granted Jan 1, 2024 at $10.80 per unit |
| Options | $0 | No options issued to directors in 2024; Judah holds no disclosed options |
- Director compensation framework: Each non-employee director receives $100,000 cash retainer and RSUs with grant-date value of $175,000 annually; committee retainers as shown above .
Performance Compensation
| Metric | Weighting/Structure | Outcome |
|---|---|---|
| Director equity performance linkage | Time-based RSUs (no performance metrics) | No performance condition disclosed for director RSUs in 2024; grants are time-vested |
Note: Performance-based metrics (EBITDA, OCF, TSR) apply to executives, not directors; Judah’s director compensation is fixed cash plus time-vested RSUs .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlocks/Notes |
|---|---|---|---|
| Crestwood Equity Partners LP | Public | Director (GP) | Midstream; tenure ended Nov 2023 upon acquisition by Energy Transfer |
| Jagged Peak Energy Inc. | Public | Director | Upstream; tenure ended Jan 2020 upon acquisition |
| Aethon Energy III, LLC | Private | Director | Upstream investment; private entity |
| University Lands Advisory Board | Advisory | Member | Advisory to public university mineral management; oversight function |
- Conflicts/related-party exposure: Board independence review did not identify Judah-specific transactions; only Stewart’s ordinary-course business relationship was considered and immaterial under Nasdaq thresholds .
Expertise & Qualifications
- Deep technical and operating experience in upstream oil & gas; global management exposure in Southern Africa .
- Governance and risk oversight via Audit and Sustainability committee service .
- Legal and regulatory literacy (JD; environmental management leadership) .
- Professional recognition: SPE President; long-standing advisory roles with Texas A&M and University of Houston engineering councils .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Unvested RSUs (not vesting within 60 days) |
|---|---|---|---|
| Janeen S. Judah | 137,868 | 0.036% (computed from 137,868 / 385,978,013) | 21,186 |
- Shares outstanding (for calculation): 385,978,013 as of March 31, 2025 .
- Ownership guidelines: Outside directors must hold shares equal to 5× annual base cash retainer; all directors were in compliance as of the proxy date .
- Hedging/pledging: Directors are prohibited from hedging and pledging PTEN stock (limited waiver granted to Stewart only) .
Governance Assessment
- Board effectiveness: Judah brings a robust blend of technical, operational, legal, and ESG expertise, reflected in Audit and Sustainability committee assignments that align with her background; independence affirmed; attendance threshold satisfied .
- Alignment: Annual director RSU grants and stringent ownership guidelines (5× retainer) support skin-in-the-game; compliance confirmed; anti-hedging/anti-pledging policies further align interests .
- Pay governance signals: PTEN’s say-on-pay support remains strong (96% in 2024), indicating investor confidence in compensation oversight by the Board and its Compensation Committee, indirectly reinforcing director governance credibility .
- Conflicts/RED FLAGS: No Judah-specific related-party transactions, tax gross-ups, pledging, or hedging disclosures; director RSUs are time-based (no repricing/modifications disclosed) .
- Structural considerations: Post-merger governance policy ensures balanced committee composition and deliberate continuity through 2025; Judah designated as PTEN designee, supporting stability during integration .
Overall, Judah’s profile indicates strong governance quality and risk oversight contribution with clear independence, appropriate committee alignment, and solid ownership alignment; no material conflicts or red flags disclosed that would impair investor confidence .