Girish Saligram
Weatherford InternationalAbout Girish Saligram
Girishchandra K. (Girish) Saligram is President, Chief Executive Officer, and Director of Weatherford International, appointed in October 2020; he is 53 years old and holds a B.E. in Computer Science (Bangalore University), an M.S. in Computer Science (Virginia Tech), and an MBA (Kellogg/Northwestern) . Under his tenure, Weatherford’s FY2024 results included $5.513B revenue (+7% YoY), $938M operating income (+14% YoY), $506M net income (9.2% margin), and $1.382B adjusted EBITDA (25.1% margin) . Since his appointment (Q4 2020), market cap rose from ~$0.4B to ~$2.9B (~625%), and since the June 2, 2021 Nasdaq relisting, the share price increased from $13.95 to $40.12 (~188%) . In 2024 the company initiated shareholder returns ($1.00 annual dividend target and up to $500M buyback authorization) and reduced gross debt by ~$1B since Sep 2021 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Exterran Corporation | Chief Operating Officer; previously President, Global Services | 2016–2020 | Led global services and then COO at a systems and process company for oil, gas, water and power markets . |
| GE Oil & Gas | General Manager, Downstream Products & Services; led Contractual Services (Florence, Italy) | Part of 20 years at GE (dates not individually disclosed) | Drove P&L leadership roles across oil & gas with global remit . |
| GE Healthcare | Engineering, services, operations, commercial roles | 12 of 20 years at GE (dates not disclosed) | Multi-functional leadership across engineering and operations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company boards; “OTHER PUBLIC COMPANY BOARDS: None” . |
Board Service and Governance
- Director since October 2020; current committee service: Safety, Environment and Sustainability Committee (member) .
- Dual-role implications: CEO is a director but not the chair; Weatherford has an independent Chair (Charles M. Sledge) and five of six directors are independent, supporting board independence and oversight .
- Board activity: The Board met 11 times in 2024; all directors participated in at least 75% of Board/Committee meetings; directors attended the 2024 AGM .
- Executive sessions of independent directors are regularly held; robust governance policies include anti-hedging/anti-pledging and strong ownership guidelines (CEO 10x salary) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 900,000 | 1,000,000 | 1,259,615 (paid; base rate set at $1,250,000 for 2024) |
| Target Bonus (% of Base) | — | 125% | 135% |
| Actual STI (Cash) ($) | 4,784,720 | 2,400,000 | 1,923,750 |
| All Other Compensation ($) | 15,908 | 77,465 | 45,363 |
Notes:
- 2024 base salaries were reviewed January 2024; CEO base increased 25% to $1,250,000 to remain competitive and recognize 2023 contributions .
- 2024 STI payout for CEO was 114% of target ($1,923,750), reflecting capped financial payout due to market cap decline in 2H 2024 .
- 2024 perquisites for CEO included 401(k) match ($13,800), life insurance ($4,085), security ($12,478), financial consulting/health screenings ($15,000) .
Performance Compensation
2024 Short-Term Incentive (STI) – CEO
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Applied |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 35% | 1,175 | 1,350 | 1,550 | 1,382 (116%) | Capped at 100% for financial portion |
| Adjusted FCF ($M) | 35% | 350 | 425 | 550 | 524 (179%) | Capped at 100% for financial portion |
| Individual Performance | 30% | — | — | — | 45% weighted contribution | Included in payout |
| HSE Modifier | — | — | — | — | -1% applied to some participants | — |
- Result: CEO final payout 114% of target; $1,923,750 cash, paid Q1 2025 .
2024 Long-Term Incentive (LTI) Awards – CEO
| Component | 2024 Target Mix | Units Granted | Vesting | Notes |
|---|---|---|---|---|
| PSUs | 70% of LTI | 66,740 | Cliff vest after 3-year period ending 12/31/2026 | Metrics: 3-yr relative TSR (40%), adjusted EBITDA and adjusted FCF (30% each); 0–200% payout; targets competitive-sensitive . |
| RSUs | 30% of LTI | 28,602 | 1/3 each on 1/18/2025, 1/18/2026, 1/18/2027 | Dividend equivalents accrue; paid only upon vesting . |
2022 PSU Payout (Vested in 2025)
| Metric | Weight | Threshold | Target | Max | Actual | Achievement |
|---|---|---|---|---|---|---|
| Adjusted EBITDA Margin* | 35% | 15.7% | 17.0% | 18.1% | 22.6% | 70% |
| Adjusted FCF Margin* | 35% | 2.1% | 2.7% | 3.7% | 9.8% | 70% |
| Strategic Objectives (Org scalability, Digital, ESG) | 30% total | — | — | — | 100–180% sub-metric scores | 42% overall |
| Total Payout | — | — | — | — | — | 182% of target |
CEO 2022 PSUs vested: 230,734 units in Feb 2025 after certification .
WAGE Program PSUs (one-time, share-price based) vested at 100%; CEO vested 237,529 units in Jan 2025 (value at 12/31/2024 share price $71.63: ~$17.13M) .
Equity Ownership & Alignment
Beneficial Ownership (as of April 10, 2025)
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Girishchandra K. Saligram | 1,172,274 | 1.62% |
- Ownership guidelines: CEO required to hold 10x base salary; executives prohibited from pledging or hedging company securities; CEO is in “early compliance” within the 5-year transition period .
Outstanding and Recently Vested Awards (CEO)
- Unvested RSUs and PSUs at 12/31/2024 (market value based on $71.63 plus $0.50 dividend equivalents, per proxy methodology):
- RSUs: 28,173 (2022 RSUs; final tranche vested 1/18/2025) $2.032M; 25,724 (2023 RSUs) $1.855M; 28,602 (2024 RSUs) $2.063M .
- PSUs: 90,036 (2023 PSUs, eligible 12/31/2025) $6.494M at target; 33,370 (2024 PSUs, threshold basis shown) $2.407M .
- 2025 vesting events (potential liquidity windows):
- WAGE PSUs: 237,529 vested Jan 2025 (100% earned) .
- 2022 PSUs: 230,734 vested Feb 2025 (182% earned) .
- 2024 RSUs: first third vested Jan 18, 2025; 2023 RSUs second tranche vested Jan 18, 2025 .
- Options: Company has not granted options in the last three years; no options outstanding or expected .
Employment Terms
Executive Severance (non-CIC)
| Term | CEO |
|---|---|
| Cash severance | 1.5x (base salary + target bonus) upon termination without Cause or resignation for Good Reason . |
| Pro-rated annual bonus | Yes, pro-rated target for year of termination . |
| Health/welfare continuation | 18 months . |
| Outplacement | Up to 6 months . |
| Restrictive covenants | 12-month post-termination non-compete and non-solicit; perpetual confidentiality and non-disparagement . |
| Trigger | Double-trigger not required (applies outside CIC) . |
Change-in-Control (CIC) Severance (Double-Trigger)
| Term | CEO |
|---|---|
| Cash severance | 2.5x (higher of pre-CIC or termination-date base salary + target bonus) . |
| Pro-rated annual bonus | Yes, for year of termination . |
| Health/welfare continuation | 2.5 years . |
| Equity vesting on CIC | PSUs: if within first 12 months after grant → vest at target; thereafter vest at greater of target or actual through CIC date; RSUs accelerate upon CIC with qualifying termination . |
| Tax gross-ups | None (company does not provide excise or income tax gross-ups) . |
Clawbacks, Hedging/Pledging, Ownership
- Executive Officer Clawback Policy adopted Sep 2023 (recovers incentive comp upon financial restatement; three-year lookback); broader General Clawback also permits recovery for detrimental activity .
- Hedging and pledging of company securities are prohibited for directors and executives .
- Ownership guidelines: CEO 10x salary; early compliance status as of record date .
Performance & Track Record Highlights
- FY2024 results: Revenue $5,513M (+7%), Operating Income $938M (+14%), Net Income $506M (9.2% margin), Adjusted EBITDA $1,382M (25.1% margin), CFOA $792M, Adjusted FCF $524M .
- Capital structure and returns: Gross debt reduced by ~$1B since Sep 2021; initiated dividend ($1 per share annualized target) and $500M three-year buyback; returned ~$135M in 2024 .
- Credit profile: 2024 ratings S&P BB- (Positive), Fitch BB- (Stable), Moody’s Ba3 (Positive) .
- Leadership transitions: New CFO (Anuj Dhruv) effective April 21, 2025; prior CFO departed; terms include STI target 90% and 2025 LTI $1.767M plus $1.0M sign-on RSUs .
Compensation Structure Analysis
- High pay-at-risk: ~89% of CEO 2024 target compensation is variable; base salary is ~11% .
- Mix shift to performance equity: 2024 CEO LTI is 70% PSUs/30% RSUs, emphasizing TSR and financial metrics; no options granted in recent years .
- STI discipline: Despite above-target financial outcomes (EBITDA 116%, FCF 179%), the financial component was capped at 100% due to 2H24 market cap decline; CEO’s final STI was 114% of target, signaling restraint .
- Governance-friendly features: Double-trigger CIC; no tax gross-ups; robust clawbacks; anti-hedging/pledging; strong stock ownership guidelines (CEO 10x salary) .
- Peer benchmarking: Committee streamlined 2024 peer group to closer oilfield services comparables (e.g., Halliburton, NOV, TechnipFMC, ChampionX, Transocean, Nabors, Patterson‑UTI, Liberty, Expro, Oceaneering, Flowserve, TechnipFMC), guiding competitive pay levels .
Vesting Schedules and Potential Selling Pressure
- Near-term supply from vesting: 2025 saw vesting of WAGE PSUs (237,529) and 2022 PSUs (230,734) plus RSU tranches on Jan 18; additional RSU tranches vest on Jan 18, 2026 and Jan 18, 2027; 2023 PSUs eligible 12/31/2025 and 2024 PSUs 12/31/2026 .
- Mitigants: No hedging/pledging allowed and substantial ownership guidelines (10x salary) support alignment and may reduce immediate sell pressure tendencies .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Beneficial ownership | 1,172,274 shares (1.62% of outstanding) . |
| Unvested equity (12/31/2024) | RSUs: 28,173 (2022), 25,724 (2023), 28,602 (2024); PSUs: 90,036 (2023 target basis), 33,370 (2024 threshold basis shown) . |
| Ownership rules | CEO 10x salary; five-year transition; early compliance as of record date . |
| Policies | No hedging/pledging; strong clawbacks . |
Employment Terms (Summary Table)
| Area | Key Terms |
|---|---|
| Severance (non‑CIC) | 1.5x salary+target bonus, pro‑rated target bonus, 18 months benefits, 6 months outplacement; 12-month non‑compete/non‑solicit; release required . |
| CIC (double‑trigger) | 2.5x salary+target bonus, pro‑rated target bonus, 2.5 years benefits; equity treatment as described; no gross‑ups . |
| Clawbacks | SEC/Nasdaq-compliant restatement clawback (3-year); broader discretionary clawback for detrimental activity . |
| Anti‑hedge/pledge | Prohibited for directors and executives . |
Investment Implications
- Alignment and performance leverage: The CEO’s heavy weighting to performance equity (70% PSUs) tied to TSR, EBITDA, and FCF, plus disciplined STI governance (capping financial payouts), indicate strong pay-for-performance alignment and prudent risk management .
- Retention and change-in-control risk: Double-trigger CIC with a 2.5x multiple and 12‑month non-compete create meaningful retention incentives without excessive parachutes; no tax gross-ups reduces shareholder risk of windfalls .
- Trading signals: 1) Significant vesting events in early 2025 (WAGE PSUs, 2022 PSUs, RSU tranches) create potential supply; 2) Anti-hedge/pledge policies and stringent ownership guidelines mitigate forced selling and preserve alignment .
- Execution track record: Material improvements in profitability and leverage, initiation of dividend and buyback, and strong share performance during tenure support confidence in execution; leadership bench updated with a new CFO to support the next phase .