Benjamin Duster
Weatherford InternationalAbout Benjamin C. Duster, IV
Benjamin C. Duster, IV (age 64) is an independent director of Weatherford International plc since June 2020, currently serving as Chair of the Compensation & Human Resources Committee and a member of the Audit and Nominating & Governance Committees. He is Founder/CEO of Cormorant IV Corporation, an operational turnaround advisory firm; he also serves as CEO of Mobile Technologies Inc. and sits on the board of Expand Energy Corporation (formerly Chesapeake Energy). Education: Yale University (BA Economics, Applied Math minor), Harvard Law School (JD), Harvard Business School (MBA) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cormorant IV Corporation, LLC | Founder & CEO | Not disclosed | Operational turnarounds and organizational transformations |
| Mobile Technologies Inc. | CEO | Not disclosed | Global retail security and smart locks business leadership |
| Diamond Offshore Drilling Inc. | Director (prior) | Not disclosed | Not disclosed |
| Alaska Communications Systems Group, Inc. | Director (prior) | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Expand Energy Corporation (formerly Chesapeake Energy) | Director | Current | Audit; Compensation |
Board Governance
- Committee assignments: Audit; Compensation & Human Resources (Chair); Nominating & Governance .
- Independence: Weatherford board has five of six directors independent; all committees except Safety, Environment & Sustainability are entirely independent; Duster is an independent non-employee director under Nasdaq rules .
- Attendance: In 2024, the Board met 11 times; Audit 8; Compensation & HR 9; Nominating & Governance 5; Safety, Environment & Sustainability 4; all directors participated in at least 75% of Board and their respective committee meetings; all directors attended the 2024 AGM .
- Executive sessions: Independent directors meet regularly in executive session, including at all regularly scheduled Board meetings; executive sessions of independent directors were held at the majority of Board meetings in 2024 .
- Audit Committee report signatory: Duster is a signatory alongside the Chair and Vice Chair, evidencing active audit oversight engagement .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board Member) | $100,000 | Paid quarterly, in advance |
| Compensation & HR Committee Chair fee | $15,000 | Additional cash retainer |
| Audit Committee Member fee | $10,000 | Additional cash retainer |
| Nominating & Governance Committee Member fee | $5,000 | Additional cash retainer |
| Special Committee fee (2024) | $25,000 | Paid to each member; Special Committee dissolved Jan 2024 |
| 2024 cash fees actually paid (Duster) | $155,000 | Fees earned in cash for 2024 |
Performance Compensation
| Equity Component | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Other Terms |
|---|---|---|---|---|---|
| RSUs (Director annual grant) | Jan 18, 2024 | 2,397 | $226,517 total; $94.50 per share | Time-based; vests on first anniversary | Accelerated vesting upon death, disability, change in control, or failure to be re-elected; partial cash settlement discretion used historically |
| Equity target value (Board Member) | 2024 | — | $220,000 target | Annual grant | Structure unchanged in 2024 |
| Cash settlement adjustment | Jan 2025 | — | $(17,749) loss in value | — | Partial cash settlement of portion of RSUs to cover estimated taxes |
Director equity at Weatherford is time-based RSUs (no performance-based director equity); performance-based metrics apply to executive PSU/STI programs, not director pay .
Other Directorships & Interlocks
| Company | Industry Relation to WFRD | Role | Committees |
|---|---|---|---|
| Expand Energy Corporation (formerly Chesapeake Energy) | Upstream E&P; potential customer relationship ecosystem | Director | Audit; Compensation |
| Diamond Offshore Drilling Inc. (prior) | Offshore drilling services; industry adjacency | Director (prior) | Not disclosed |
| Alaska Communications Systems Group, Inc. (prior) | Telecom (non-core to WFRD) | Director (prior) | Not disclosed |
- Compensation consultant: LB&Co. retained as independent compensation consultant for director and executive compensation; performs no other services for the Company .
- Compensation committee interlocks: Current members are all independent; none has served as an officer/employee of the Company .
Expertise & Qualifications
- 30-year Wall Street veteran in M&A and strategic advisory; expertise in operational turnarounds and organizational transformations .
- Education: Yale BA (Economics, Applied Math minor), Harvard Law School JD, Harvard Business School MBA .
- Financial oversight: Audit Committee member at Weatherford and committee roles at Expand Energy; Audit Committee report signatory at Weatherford .
Equity Ownership
| Holder | Shares Owned (Apr 10, 2025) | Rights to Acquire | Total Beneficially Owned | % of Outstanding |
|---|---|---|---|---|
| Benjamin C. Duster, IV | 14,311 | — | 14,311 | * (less than 1%) |
| Shares Outstanding Reference | — | — | 72,556,148 | — |
| Unvested RSUs Outstanding (Dec 31, 2024) | 2,397 | — | 2,397 RSUs | — |
- Ownership guidelines: Directors required to own at least 8x annual cash retainers; five-year transition period; as of record date, Duster was in early compliance with guidelines .
- Anti-hedging/anti-pledging: Directors prohibited from hedging or pledging Company securities .
Compensation Structure Analysis
- Year-over-year mix: Duster’s cash fees were $220,000 in 2023 vs $155,000 in 2024; 2023 included a $90,000 Special Committee fee, while 2024 included a $25,000 Special Committee fee, and base committee structure was otherwise unchanged .
- Equity trends: Equity target value for Board Members increased to $220,000 in 2023 and remained $220,000 in 2024; Duster’s RSU grant moved from 4,101 RSUs at $53.59 (2023) to 2,397 RSUs at $94.50 (2024), reflecting higher share price and comparable grant value .
- Governance safeguards: Clawback policy, double-trigger change-in-control, no tax gross-ups, no hedging/pledging, and annual risk assessment by LB&Co. .
Fixed Compensation (Director Program Details)
| Position | Cash Retainer ($) | Notes |
|---|---|---|
| Non-Executive Chairman of the Board | $145,000 | Covers up to 10 meetings per year; $1,500 per meeting beyond threshold |
| Board Member | $100,000 | Covers up to 10 meetings per year; $1,500 per meeting beyond threshold |
| Committee Chair (Audit; Comp & HR; N&G; SES) | $20,000; $15,000; $10,000; $15,000 | Additional chair retainers |
| Committee Member (Audit; Comp & HR; N&G; SES) | $10,000; $7,500; $5,000; $7,500 | Additional member retainers |
| Special Committee (2024) | $25,000 | One meeting; dissolved Jan 2024 |
Performance Compensation (Director Program Details)
| Position | 2024 Target Equity ($) | Instrument | Vesting | Acceleration |
|---|---|---|---|---|
| Board Member | $220,000 | RSUs | First anniversary of grant date | Death, disability, change-in-control, or failure to be re-elected |
Say-on-Pay & Shareholder Feedback
- 2024 AGM say-on-pay advisory vote: For 67,260,084; Against 604,756; Abstain 48,626; Broker non-votes 2,599,532 .
- 2024 AGM director election (Duster): For 64,611,370; Against 3,260,922; Abstain 41,174; Broker non-votes 2,599,532 .
Related Party Transactions and Conflicts
- Policy: Related Party Transactions Policy adopted Dec 2023; Audit Committee reviews and may approve only if in best interests; directors recuse from discussions/votes involving themselves/immediate family .
- 2024 activity: No related party transactions were reviewed and approved by the Audit Committee in 2024 .
- Potential interlocks: External board at Expand Energy (E&P) creates industry adjacency with Weatherford’s oilfield services customer ecosystem; no related-party dealings disclosed by Weatherford .
- Risk mitigants: Anti-hedging and anti-pledging policies; robust share ownership guidelines; independent compensation consultant with no conflicts .
Governance Assessment
-
Strengths:
- Independent director with deep M&A/turnaround expertise; chairs Compensation & HR Committee and participates in Audit and N&G, signaling broad oversight capability .
- Clear independence structure, frequent executive sessions, and full compliance with attendance thresholds; active signer on Audit Committee report .
- Pay design aligned with market: cash retainer plus time-based RSUs; strong safeguards (clawbacks, no hedging/pledging, double-trigger CIC) and independent consultant .
- Ownership alignment: early compliance with 8x retainer guideline; meaningful beneficial ownership and unvested RSUs .
-
Watch items:
- Industry interlocks (Expand Energy) warrant monitoring for conflicts or information flow risks, especially given Weatherford’s customer ecosystem; no related-party transactions disclosed for 2024, but policy oversight should remain tight .
- Director equity is fully time-based (no performance-linked director awards), which is standard but reduces performance sensitivity relative to executive PSU structures .
Overall signal: Governance processes and Duster’s committee leadership indicate robust board effectiveness with strong risk mitigants and ownership alignment; no disclosed conflicts or red flags in 2024. Investor confidence is supported by high say-on-pay support and clear independence frameworks .