Eitan Arbeter
EXPRO GROUP HOLDINGSAbout Eitan Arbeter
Independent non-executive director of Expro Group Holdings N.V. (XPRO) since October 2021; age 44. Partner and Portfolio Manager at Oak Hill Advisors (OHA) with deep capital markets and restructuring expertise; B.B.A. with Honors from the University of Michigan (Ross). The Board has affirmatively determined Arbeter is independent under NYSE rules . He was appointed under a Director Nomination Agreement giving OHA the right to designate a non-executive director while it holds at least ~10% of shares; OHA currently owns ~10.5% of XPRO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Expro Group Holdings International Limited (Legacy Expro) | Director | Pre-merger; through Oct 2021 | Contributed to continuity through merger into XPRO |
| Oak Hill Advisors, L.P. | Partner; Portfolio Manager; Senior Research Analyst (prior) | 10+ years research; portfolio manager since later period | Leads distressed/stressed credit portfolios; serves on investment strategy and fund committees; led high-profile restructurings; ad hoc creditor/steering committees |
| Bear, Stearns & Co. Inc. | Global Industrials Group | Early career | Sell-side/IB experience supporting industrials coverage |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| T. Rowe Price OHA Flexible Credit Income Fund | Board of Trustees | Current | OHA-affiliated fund board role |
| Winebow Group | Director | Current | Board seat at wine distributor; private company |
Board Governance
- Committee assignments: Compensation Committee member; Compensation Committee chaired by Eileen G. Whelley; other members Robert W. Drummond; Meridian Compensation Partners engaged as independent consultant .
- Independence: Board determined Arbeter and all non-executive directors are independent under NYSE rules .
- Attendance: In 2024, Board met 6 times; Compensation Committee met 6 times; each director attended at least 75% of Board and applicable committee meetings; 7 of 8 directors attended the 2024 annual meeting .
- Board leadership and executive sessions: Independent Chairman (Robert W. Drummond) presides; non-management director executive sessions are held regularly .
- Nomination rights: OHA retains designation rights for one non-executive seat while owning ≥10% but <20% of closing-date shares; Arbeter is the 2025 designee .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non-executive director retainer |
| Compensation Committee membership fee | $7,500 | Member fee; Chair fee applies to Whelley, not Arbeter |
| RSU annual grant | 7,748 RSUs; $170,069 grant-date fair value | Approved April 24, 2024; granted June 1, 2024; sized at $150,000 using 30-day VWAP, GAAP fair value $170,069 |
| Total 2024 director compensation | $252,569 | Fees $82,500; Stock awards $170,069 |
- Payment instructions and beneficial attribution: Arbeter instructed his cash retainer be paid to OHA and disclaims beneficial ownership of stock awards, holding them on behalf of OHA .
Performance Compensation
Directors do not receive performance-based equity; awards are time-based RSUs . As a Compensation Committee member, Arbeter oversees management pay programs tied to specific performance metrics:
| 2024 STI Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Adjusted EBITDA | 50% | $323M | $363M | $411M |
| Free Cash Flow | 35% | $122M | $142M | $159M |
| TRCF (safety) | 10% | 1.12 | 1.06 | n/a |
| ESG—CO2e reduction vs 2021 | 5% | 1000 tonnes | 1140 tonnes | n/a |
- 2024 STI outcome: 55.25% payout based on actuals—Adjusted EBITDA $347M, Free Cash Flow $96M, TRCF 1.05, ESG reduction 3,537 tonnes .
- PRSUs for executives: Relative TSR vs SPDR S&P Oil & Gas Equipment & Services ETF (XES) with payout tiers from 0% (<25th percentile) to 200% (≥90th percentile); negative TSR caps payout at 100% .
Other Directorships & Interlocks
| Entity | Type | Interlock/Notes |
|---|---|---|
| Oak Hill Advisors group | 10.5% beneficial owner of XPRO | Holds ~12,133,007 shares; retains board designation rights; Arbeter is OHA designee; he disclaims personal beneficial ownership beyond pecuniary interest . |
| Compensation Committee interlocks | None | Company discloses no interlocks or cross-board service involving executives/directors . |
Expertise & Qualifications
- Capital markets, distressed credit, restructuring leadership; service on fund investment committees and ad hoc creditor committees .
- Education: B.B.A., University of Michigan (Ross), Honors .
- Board skills matrix indicates finance/accounting, HSE/risk management/audit, strategic planning, and M&A expertise; tenure 2 years as of slate; total other public board commitments listed for Arbeter as 1 .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Eitan Arbeter | 0 | <1% | Listed with “—”; disclaims beneficial ownership; awards held for OHA clients . |
| Entities affiliated with Oak Hill Advisors, L.P. | 12,133,007 | 10.5% | Includes certain awards held by Arbeter on behalf of OHA; OHA/TRP/Glenn August disclaim beyond pecuniary interests . |
- Director stock ownership guidelines: Non-employee directors must hold shares equal to 5x annual cash retainer within five years; valuation and counting rules mirror executive guidelines .
- Hedging/pledging: Company policy prohibits hedging and pledging of Company securities; trading windows and pre-clearance apply .
- Related-party transactions: Company reports “None” for transactions with directors/executive officers/affiliates .
Governance Assessment
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Strengths: Independent director with deep credit and restructuring expertise; active Compensation Committee member; robust compensation governance (independent consultant, clawbacks, annual say-on-pay with 96% approval in 2024) . Attendance meets thresholds; independent chair and regular executive sessions .
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Alignment considerations: Arbeter channels his director cash retainer to OHA and disclaims beneficial ownership of equity awards, potentially diluting personal “skin-in-the-game” alignment while strengthening alignment with a significant shareholder (OHA) .
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Structural conflict risk: OHA’s continuing nomination right and 10.5% stake create sponsor influence; Arbeter’s OHA role and other OHA-affiliated board seat (TRP OHA fund) warrant monitoring, though company discloses no related-party transactions and affirms independence .
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RED FLAGS:
- Sponsor-affiliated designation rights and material shareholder influence (OHA 10.5%) .
- Director compensation and equity awards directed to/held on behalf of OHA; individual beneficial ownership is zero .
- Potential perception of conflicts where OHA-led actions (e.g., future secondary offerings under Registration Rights Agreement) intersect with board decisions, albeit no related-party transactions reported .
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Mitigants:
- Formal independence determination; prohibitions on hedging/pledging; comprehensive clawback policies; no director-related party transactions disclosed .
- Compensation oversight uses peer benchmarking; executive pay linked to robust performance metrics (Adjusted EBITDA, FCF, safety, ESG; TSR-based PRSUs) .