Steven Beringhause
Weatherford InternationalAbout Steven Beringhause
Steven Beringhause, age 59, joined Weatherford International plc’s board in July 2024 and is an independent director with deep technology leadership experience from Sensata Technologies and Texas Instruments; he holds both an MS and BS in mechanical engineering from MIT . He serves on the Compensation and Human Resources Committee and the Safety, Environment and Sustainability Committee; he is not currently on any other public company boards . The Board affirms all non‑employee directors are independent under Nasdaq rules, and the company prohibits hedging and pledging of company stock; directors must meet ownership guidelines of at least 8x annual cash retainer within a five‑year transition period .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sensata Technologies | Chief Technology Officer | 2015–2020 | Led advanced technology strategy for commercial applications |
| Sensata Technologies | EVP, Performance Sensing (largest BU) | 2013–2017 | Business leadership; scaled safety sensors focus |
| Texas Instruments (Sensata predecessor) | Engineering roles of increasing responsibility | Joined 1988 | Helped shift focus to new range of safety sensors for automotive and commercial vehicles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Meritor Inc. | Director | Dec 2019–2022 | Tenure ended upon acquisition by Cummins Inc. in 2022 |
| Current public company boards | — | — | None |
Board Governance
- Committee assignments: Compensation and Human Resources; Safety, Environment and Sustainability .
- Independence: Board determined each non‑employee director satisfies Nasdaq and SEC independence requirements .
- Attendance: In 2024, the Board met 11 times and all directors participated in at least 75% of Board and respective committee meetings during their tenures; all directors then in office attended the 2024 AGM .
- Committee cadence (2024 meetings): Audit (8); Compensation and Human Resources (9); Nominating and Governance (5); Safety, Environment and Sustainability (4) .
- Compensation and Human Resources Committee composition: Benjamin C. Duster (Chair), Steven Beringhause, Neal P. Goldman, Jacqueline C. Mutschler; all are independent, and the committee engages an independent consultant (LB&Co.) .
- Governance practices: Independent Chair (Charles M. Sledge); frequent executive sessions of independent directors; share ownership guidelines (directors: 8x cash retainer, five‑year transition); robust Code of Business Conduct; anti‑hedging and anti‑pledging policies; insider trading policy .
Fixed Compensation
| Component | 2024 Amounts / Policy | Notes |
|---|---|---|
| Board member annual cash retainer | $100,000 | Paid quarterly, designed to cover up to 10 meetings per year |
| Committee member retainers | CHR member: $7,500; SES member: $7,500; Audit: $10,000; N&G: $5,000 | Additional $1,500 per meeting over 10 per year |
| Chair fees (reference) | Audit Chair: $20,000; CHR Chair: $15,000; N&G Chair: $10,000; SES Chair: $15,000 | Beringhause is not a chair |
| 2024 actual cash paid (Beringhause) | $50,549 | Pro‑rated for mid‑year appointment; includes committee membership retainers |
Performance Compensation
| Equity Award Details | Value/Terms | Vesting/Other |
|---|---|---|
| 2024 target equity for directors | $220,000 (Board member) | RSUs vest on first anniversary; accelerated vesting upon death, disability, change in control, or failure to be re‑elected |
| Beringhause 2024 grant | 742 RSUs at $133.79/share; grant date fair value $99,272 | Granted July 23, 2024; pro‑rated for partial year |
| Dividend equivalents | Accrue on outstanding equity awards; paid only upon vesting per plan | Applies under the 2019 EIP and award agreements |
| Deferral option (DCP) | Directors may defer equity receipts 3–5 years; none elected deferral in 2024 | Fully vested in deferred equity; paid in shares and/or cash per plan |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Meritor Inc. (prior) | Former director (2019–2022) | No ongoing interlocks disclosed at WFRD; no related‑party transactions approved in 2024 |
Expertise & Qualifications
- Education: MIT MS and BS in mechanical engineering .
- Technical/industry expertise: Advanced sensors, automotive/commercial vehicle safety systems; large business unit leadership; CTO experience; technology strategy and commercialization .
- Board qualifications: Technology and operations background aligned with WFRD’s focus on digitalization, operations, safety, and sustainability .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 467 |
| Ownership as % of outstanding | <1% (company table); 467 / 72,556,148 ≈ 0.0006% |
| Unvested director RSUs at 12/31/2024 | 742 |
| Pledging/Hedging | Prohibited by policy |
| Director ownership guideline | 8x annual cash retainer; five‑year transition |
| Compliance status | Not individually disclosed; given July 2024 start, within transition period |
Governance Assessment
- Strengths: Independent status; relevant technology and safety expertise; service on Compensation and Human Resources and Safety committees; active committee oversight cadence; independent chair and robust governance controls (anti‑hedging/pledging; ownership guidelines) .
- Alignment and incentives: Director pay mix includes meaningful equity via RSUs (pro‑rated $99,272 in 2024), which aligns interests with shareholders; cash fees pro‑rated for mid‑year appointment .
- Engagement: Board met 11 times in 2024; all directors met at least 75% attendance thresholds during their tenures; executive sessions held at a majority of Board meetings .
- Conflicts/related parties: No related‑party transactions approved in 2024; policy mandates Audit Committee review and exclusion of interested directors from approvals .
- RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, or attendance shortfalls; note current direct share ownership is modest (467 shares) but within the five‑year guideline transition since joining in July 2024 .