Eileen Whelley
EXPRO GROUP HOLDINGSAbout Eileen G. Whelley
Independent non-executive director at Expro Group Holdings N.V. since October 2021; age 71; serves on the Compensation Committee (Chair) and Nominating & Governance Committee . Background includes CHRO roles at XL Group and The Hartford, and senior HR leadership at GE/NBCUniversal; BA SUNY Potsdam and MA Bowling Green State University; expertise in executive development, succession planning, organizational transformation, and executive compensation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| XL Group (commercial re/insurance) | Chief Human Resources Officer | Retired Jan 2019 | Led leadership development, succession, compensation/benefits, D&I, cultural transformation, engagement |
| The Hartford Financial Services Group | Chief Human Resources Officer | ~5 years prior to 2012 | Enterprise HR leadership |
| General Electric / NBCUniversal | Company Officer; EVP Human Resources (NBCU) | 17 years | Senior HR leadership across GE and NBCU |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SUNY Research Foundation | Board of Directors, Vice Chair | Current | Non-profit/academic board role |
| Other public company boards | — | — | Total # other public board commitments: 0 |
Board Governance
- Committee assignments: Compensation Committee Chair; Nominating & Governance Committee member .
- Independence: Board determined Whelley is independent under NYSE rules; no material relationships with the company .
- Attendance: In 2024, Board met 6 times; Compensation 6; Nominating & Governance 4; each director attended at least 75% of Board and applicable committee meetings; 7 of 8 directors attended the 2024 annual meeting .
- Election mandate: Re-elected June 5, 2025 with 99,865,770 votes for; 955,803 against; 29,728 abstain; broker non-votes 6,368,234 .
Fixed Compensation
| Year | Annual Cash Retainer ($) | Committee/Chair Fees ($) | Board Chair/Lead Director Fees ($) | Notes |
|---|---|---|---|---|
| 2024 | 75,000 | 20,000 (Comp Chair $15,000; Nom/Gov member $5,000) | — | Standard non-exec director package valued at ~$225,000: $75,000 cash + $150,000 in RSUs; plus committee fees |
| 2024 Director Compensation | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Eileen G. Whelley | 95,000 | 170,069 | — | 265,069 |
Performance Compensation
| Equity Grant Detail (Non-Employee Director) | Metric | Value |
|---|---|---|
| RSU annual grant | RSUs granted | 7,748 |
| RSU grant valuation | Grant date fair value | $170,069 |
| Grant approval date | Date | April 24, 2024 (value determined by dividing $150,000 by 30-day VWAP) |
| Grant date | Date | June 1, 2024 |
| Vesting note | Beneficial ownership excludes RSUs not vesting/settling by May 30, 2025 | 7,748 RSUs excluded |
| Stock ownership guidelines | Non-employee directors must hold shares equal to 5x annual cash retainer within 5 years of later of merger closing (Oct 1, 2021) or board election | Requirement applies; timeline relevant to 2021 election |
- Consultant and benchmarking: Meridian Consultants, LLC engaged by Compensation Committee; peer group used for benchmarking executive and director pay (Weatherford, ChampionX, Liberty, Nabors, Oceaneering, Patterson-UTI, etc.) .
Other Directorships & Interlocks
| Company/Entity | Relationship Type | Role/Status | Potential Interlock/Conflict Note |
|---|---|---|---|
| Public company boards | Directorship | None (0 commitments) | Low interlock risk |
| SUNY Research Foundation | Academic/non-profit | Vice Chair | Non-commercial; low conflict risk |
Expertise & Qualifications
- Expertise: Organizational transformation, executive development, succession planning, leadership effectiveness, acquisition integration, executive compensation .
- Industry and governance skills matrix: Strategic planning; HR/Compensation; Public company senior executive and director experience; compliance with independence .
- Education: BA (SUNY Potsdam), MA (Bowling Green State University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Eileen G. Whelley | 22,769 | <1% (*) | Excludes 7,748 RSUs that do not begin to vest, and no stock may be received thereunder, prior to May 30, 2025 |
- Hedging/pledging: Insider Trading Policy prohibits hedging and pledging company securities, including margin accounts; applies to directors .
- Director stock ownership guidelines: Minimum 5x annual cash retainer; compliance within five years of later of Oct 1, 2021 merger closing or director’s election; directors subject to guidelines (individual compliance status not disclosed) .
Governance Assessment
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Strengths
- Independent director with deep CHRO/HR strategy background; chairs Compensation Committee, signaling expertise in pay governance and succession planning .
- Strong shareholder support in 2025 election; say-on-pay approved with 98,956,761 votes for vs 1,889,945 against, indicating broad support for compensation oversight .
- Use of independent consultant (Meridian) and defined peer group; formal charters; committee members meet heightened independence requirements .
- Robust policies: clawbacks/recoupment and prohibitions on hedging/pledging, supporting alignment and risk control .
-
Watch items
- Equity ownership guidelines are clear (5x retainer) but individual compliance status for directors not disclosed; Whelley holds 22,769 shares, and 7,748 unvested RSUs are excluded from beneficial ownership—monitor progress toward guideline by Oct 2026 window .
- Votes against her election were modest (955,803), yet worth monitoring for any trend in future cycles .
-
Conflicts/related-party exposure
- Transactions with directors, executive officers and affiliates: none disclosed; Board has a formal Related Party Transactions Policy and Audit Committee oversight .
- Director Independence affirmed by Board; no material relationships identified .
-
Engagement and effectiveness
- Attendance at least 75% across Board and committees in 2024; meeting cadence suggests active oversight (Compensation 6, Nom/Gov 4) .
- Committee scopes include executive and director pay, CD&A oversight, governance, ERM (including IT/cyber and AI) and CEO succession—aligned with her expertise .
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Signals for investors
- Pay structure emphasizes equity ($150k RSUs vs $75k cash retainer plus modest committee fees), aligning non-employee directors with shareholder outcomes; Whelley’s 2024 mix: $95k cash and $170,069 stock .
- Strong say-on-pay approval and structured governance processes bolster confidence in board’s pay oversight .
RED FLAGS: None disclosed for related-party transactions, hedging/pledging, or attendance shortfalls; continue monitoring director stock ownership guideline compliance progress and any future election vote trends .