Charles Sledge
Weatherford InternationalAbout Charles M. Sledge
Independent Chair of the Board at Weatherford International (WFRD). Age 59; director since December 2019. Former CFO of Cameron International (2008–2016) and Corporate Controller (2001–2008). Education: B.S. in Accounting (Louisiana State University) and Harvard Business School Advanced Management Program . WFRD classifies all non‑employee directors, including Sledge, as independent under Nasdaq and SEC rules . He serves as an audit committee financial expert per SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cameron International Corporation | Chief Financial Officer | 2008–2016 | Senior finance leadership at oilfield services peer later acquired by Schlumberger |
| Cameron International Corporation | Corporate Controller | 2001–2008 | Corporate accounting leadership |
External Roles
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| Noble Corporation plc | Non‑Executive Chairman | — | Offshore drilling contractor; governance leadership as Chair |
| Talos Energy Inc. | Director | Audit Committee Chair | Upstream E&P; audit oversight |
| Interlock note | — | — | Neal P. Goldman (WFRD director) is also a director and Chair of Nominating & Governance at Talos, creating a board interlock with Sledge at Talos |
Board Governance
| Attribute | Details |
|---|---|
| Independence | WFRD board: 5 of 6 directors are independent; Sledge is an independent director and serves as independent Chair of the Board . |
| Committee assignments | Chairperson of the Board; Audit Committee (Chair); Safety, Environment and Sustainability Committee (Member) . |
| Audit financial expertise | Sledge designated an “audit committee financial expert” under SEC rules . |
| Meetings and attendance | Board met 11 times in 2024; “all” directors participated in at least 75% of Board and respective committee meetings. Audit Committee held 8 meetings; SES held 4 meetings. All directors then in office attended the 2024 AGM . |
| Executive sessions | Independent directors hold executive sessions at regularly scheduled Board meetings; as Chair, Sledge oversees executive sessions and independent director evaluations of the CEO . |
| Policies | Anti‑hedging and anti‑pledging policies for directors; robust Code of Business Conduct; annual board and committee self‑evaluations; majority voting for directors . |
| Related‑party transactions | Audit Committee policy in place; no related‑party transactions reviewed and approved in 2024 . |
| Mandatory retirement | Non‑employee directors retire at AGM following 70th birthday (Board may unanimously extend) . |
Fixed Compensation (Director pay structure and 2024 actuals)
- Structure (cash): Annual retainers: Chair of the Board $145,000; Board member $100,000; Committee Chairs: Audit $20,000; Compensation $15,000; Nominating $10,000; SES $15,000; Committee members: Audit $10,000; Compensation $7,500; Nominating $5,000; SES $7,500. Additional $1,500 per meeting above 10 meetings. Special Committee fee in 2024: $25,000 to each non‑employee director for service (committee dissolved January 2024) .
- Structure (equity): Annual RSU grant target values: Chair $321,200; other directors $220,000; RSUs vest on 1st anniversary; accelerated vesting on death, disability, change in control, or failure to be re‑elected .
| 2024 Director Compensation (USD) | Fees Earned (Cash) | Share Awards (Grant‑date FV) | Other | Total |
|---|---|---|---|---|
| Charles M. Sledge | $197,500 | $330,656 | $0 | $528,156 |
Notes: On January 18, 2024, Sledge (as Chair) was granted 3,499 RSUs at $94.50 grant‑date fair value per share (portion of awards may be cash‑settled for taxes); a partial cash settlement in January 2025 produced a $(25,913) loss in value recognition for Sledge due to settlement mechanics, as disclosed .
Performance Compensation
Directors do not receive performance‑conditioned equity at WFRD; equity is delivered as time‑vested RSUs. No options or PSUs are granted to non‑employee directors. RSUs vest after one year; dividend equivalent rights accrue but are paid only on vesting per plan/award terms .
| Equity Grant Mechanics (Director) | Detail |
|---|---|
| Instrument | Time‑vested RSUs; 1‑year vesting |
| 2024 Sledge grant | 3,499 RSUs at $94.50 (Jan 18, 2024) |
| Dividend equivalents | Accrue; paid only if/when underlying award vests |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Governance Consideration |
|---|---|---|
| Talos Energy Inc. | Sledge (Director; Audit Chair) and WFRD director Neal P. Goldman (Director; Nominating & Governance Chair) both serve on Talos board | Interlock may enhance information flow and network breadth but warrants monitoring for time commitments and perceived conflicts, especially if Talos/WFRD business relationships arise (none disclosed) . |
| Noble Corporation plc | Sledge is Non‑Executive Chair | Industry adjacency to WFRD end‑markets; no related‑party transactions disclosed at WFRD in 2024 . |
Expertise & Qualifications
- Financial expertise: Former public company CFO; designated WFRD “audit committee financial expert” .
- Industry experience: >15 years senior finance leadership in oilfield services via Cameron International .
- Governance leadership: Independent Chair of WFRD; non‑exec Chair at Noble; Audit Chair at Talos .
- Education: B.S. Accounting (LSU); HBS Advanced Management Program .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 34,933 shares as of Apr 10, 2025 |
| Ownership % of outstanding | <1% (asterisked as less than 1%) |
| Unvested RSUs outstanding at 12/31/2024 | 3,499 RSUs (2024 grant) |
| Ownership guidelines | Directors must own ≥8× annual cash retainer; 5‑year phase‑in |
| Compliance status | As of record date, Sledge was in early compliance with director ownership guideline |
| Hedging/pledging | Prohibited for directors |
Governance Assessment
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Strengths
- Independent Chair with deep sector CFO background and SEC‑recognized audit expertise; chairs WFRD Audit Committee, reinforcing financial oversight .
- Strong attendance culture (all directors ≥75% in 2024; full AGM attendance); robust executive sessions overseen by the Chair .
- No related‑party transactions approved in 2024; anti‑hedging/pledging policies; mandatory retirement policy enhances refreshment .
- Director compensation balanced between cash retainers and time‑vested RSUs; program unchanged in 2024 after outside consultant review; clear ownership guidelines (Sledge in early compliance) .
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Monitoring points
- Board interlock at Talos Energy (Sledge and Goldman) may raise perception risks if commercial relationships emerge; continued disclosure and RPT controls are essential (no related‑party transactions disclosed for 2024) .
- Multiple leadership roles (WFRD Chair, Noble Chair, Talos Audit Chair) imply meaningful time commitments; current attendance record mitigates concerns but merits ongoing oversight .
-
Compensation alignment (director)
- 2024 mix shows meaningful equity component (RSUs), aligning with shareholders; no performance‑based features for directors, which is standard but limits explicit pay‑for‑performance at the board level .
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Committee effectiveness
- Audit Committee chaired by an audit committee financial expert; committee met 8 times in 2024 (substantive cadence). SES membership supports HSSE oversight in an operationally intensive industry .
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Shareholder engagement and policies
- Majority voting for directors, ownership guidelines, and regular executive sessions support shareholder‑friendly governance. Anti‑hedging/pledging and clawback regimes (for executives) reinforce alignment and accountability .
END OF REPORT