Brian Truelove
EXPRO GROUP HOLDINGSAbout Brian Truelove
Independent non-executive director at Expro Group Holdings N.V. (XPRO), age 66, serving since October 2021 with 2 years of tenure reported in the 2025 proxy; core credentials include 40+ years in upstream oil and gas with senior leadership roles across drilling, completions, offshore operations, CIO/CTO, and supply chain/logistics at Shell and Hess . He also served on Legacy Expro’s board (2018–Oct 2021) and has been a director at Bristow Group Inc. since 2019, bringing public company board experience and global operations expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Dutch Shell | Senior Vice President (incl. SVP for ADNOC/NDC on secondment); led global deepwater drilling & completions | 1980–2010 | Led global deepwater D&C; broad HSE/operations leadership |
| Hess Corporation | Senior Vice President, Global Services (CIO/CTO; led Supply Chain/Logistics); prior SVP global offshore; SVP global drilling & completions | 2011–2018 | Enterprise technology, operations, and supply chain leadership |
| Legacy Expro | Director | 2018–Oct 2021 | Oversight pre-merger; sector expertise |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Bristow Group Inc. (NYSE: VTOL) | Director | 2019–present | Audit Committee Chair; ESG Committee member |
Board Governance
- Committee assignments (XPRO): Audit Committee member; Nominating & Governance Committee Chair .
- Independence: Board affirmatively determined Truelove is independent under NYSE rules .
- Attendance: In 2024, Board held 6 meetings; Audit 4; Comp 6; Nom/Gov 4; each director attended ≥75% of Board and committee meetings; seven of eight directors attended the 2024 annual meeting .
- Nominee slate: Truelove nominated for election at 2025 annual meeting (term to 2026) .
Fixed Compensation
| Component | 2024 Amount ($) |
|---|---|
| Annual cash retainer | 75,000 |
| Committee membership fees | 22,500 (Audit member $12,500; Nom/Gov member $5,000; plus role alignment) |
| Fees earned in cash (reported) | 97,500 |
| Equity (RSUs) grant date fair value | 170,069 |
| Total director compensation | 267,569 |
Notes:
- Non-employee director program: ~$225,000 package (cash $75,000 + RSUs $150,000), plus committee chair/member fees (Audit Chair $25,000; Audit Member $12,500; Comp Chair $15,000; Comp Member $7,500; Nom/Gov Chair $10,000; Nom/Gov Member $5,000), Chairman add’l $100,000 .
- Cash detail for 2024 directors shows Truelove cash components and others for transparency ; per-component cash breakout table confirms Truelove’s $75,000 retainer + $22,500 committee fees .
Performance Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| RSU grant date | Jun 1, 2024 | Jun 1, 2025 (Form 4) |
| RSUs granted (#) | 7,748 | 17,104 |
| Grant date fair value ($) | 170,069 | N/A (not disclosed in proxy; Form 4 shows 0 price for award) |
- Directors receive time-based RSUs; no performance metrics tie to director equity grants (executive PRSUs use TSR metrics; directors do not) .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential conflict vector |
|---|---|---|
| Bristow Group Inc. | Audit Chair; ESG member | Aviation services to energy sector; no XPRO related-party transactions disclosed; independence affirmed |
Expertise & Qualifications
- Deep operational leadership in drilling/completions, offshore operations, project management, R&D, HSE/risk, corporate strategy, and global asset management from Shell and Hess—recognized in XPRO’s skills matrix (Operations, Technology/R&D, HSE, Strategic Planning) .
- Public company board experience (Expro, Bristow); financially literate under NYSE rules; Audit Committee service at XPRO .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (as of Mar 31, 2025) | 83,226 shares; <1% of outstanding |
| Post-award ownership (Form 4 after Jun 1, 2025) | 47,663 shares reported |
| Stock ownership guidelines (directors) | Required ≥5x annual cash retainer ($375,000) within 5 years of merger closing or election; applies to all non-employee directors |
| Hedging/pledging policy | Company prohibits hedging and pledging of Company securities |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares Acquired | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2024-06-01 | 2024-06-03 | Award (A) | 7,748 | 30,559 | |
| 2025-06-01 | 2025-06-03 | Award (A) | 17,104 | 47,663 |
Governance Assessment
- Strengths:
- Independent director with chair role on Nominating & Governance; active Audit membership—supports risk oversight, board composition, succession, compliance, cybersecurity/AI risk oversight .
- No related-party transactions with directors/officers/affiliates; independence reaffirmed .
- Engagement: attendance ≥75% across Board/committees; structured executive sessions; independent Chair of the Board (Drummond) enhances oversight .
- Alignment: mandatory stock ownership guidelines; routine director RSU grants; anti-hedging/pledging policy .
- Compensation benchmarking uses Meridian and a defined oilfield services peer set; director program balanced cash/equity .
- Watch items:
- External board (Bristow) creates sector adjacency; while no RPTs disclosed, monitor any transactional ties or service overlaps that could create perceived conflicts .
- Beneficial ownership reporting differs across dates (proxy vs. Form 4); ensure guideline compliance trajectory given 5-year window and evolving grant sizes .
Director Compensation Program Context
- Structure: Cash retainer + committee fees; annual RSUs to align with shareholders; RSU counts set using 30-day VWAP; 2024 grant approved Apr 24, granted Jun 1 (7,748 RSUs; $170,069) .
- Peer benchmarking: Compensation Committee uses peer group across Weatherford, Helmerich & Payne, ChampionX, Liberty, Nabors, etc.; peer data also informs non-employee director compensation .
- Governance features: Clawback/recoupment policies (executive-focused), say-on-pay support (96% approval in 2024), anti-hedging/pledging .
RED FLAGS and Risk Indicators
- Related-party transactions: None disclosed with directors/officers—positive signal .
- Hedging/pledging: Prohibited—positive alignment .
- Say-on-pay: High support (96% in 2024)—reduces compensation controversy risk .
- Options repricing/tax gross-ups: Company discloses no option repricing and no 280G tax gross-ups—shareholder-friendly posture .
Appendix: Committee Responsibilities (XPRO)
- Audit: Oversight of independent auditors, audit scope/fees, accounting practices, compliance programs; members meet SEC/NYSE independence; financial literacy; Audit financial expert designated (Troe) .
- Nominating & Governance (Chair: Truelove): Director nominations, board/committee composition, governance compliance, ERM (including compliance, IT/cybersecurity, AI), board/committee evaluations, CEO succession; oversee ESG-related policies/initiatives (climate/human capital) .