Frances Vallejo - Director | EXPRO GROUP HOLDINGS (XPRO) Executive Profile & Compensation

About Frances M. Vallejo

Frances M. Vallejo (age 60) is a non‑executive, independent director of Expro Group Holdings N.V. (XPRO) since May 2023; she serves on the Audit Committee and is financially literate under NYSE rules . She is a former ConocoPhillips executive, notably serving as Vice President, Corporate Planning & Development (Apr 2015–Dec 2016) and Vice President & Treasurer (Oct 2008–Mar 2015), and holds a B.S. in mineral engineering mathematics from Colorado School of Mines and an MBA from Rice University; she is NACD Certified and CERT Certified in Cybersecurity Oversight .

Past Roles

Organization	Role	Tenure	Committees/Impact
ConocoPhillips	Vice President, Corporate Planning & Development	Apr 2015 – Dec 2016	Led corporate planning and development
ConocoPhillips	Vice President & Treasurer	Oct 2008 – Mar 2015	Corporate treasury leadership
ConocoPhillips	General Manager Corporate Planning & Budgets; VP Upstream Planning & Portfolio Mgmt; Assistant Treasurer; Manager Strategic Transactions	Pre‑Oct 2008 (various)	Geophysical, commercial, finance roles across planning, portfolio, and transactions
Colorado School of Mines	Board of Trustees member	2010 – 2016	Governance/oversight
Colorado School of Mines Foundation	Board of Governors member	Ongoing	Philanthropy/governance

External Roles

Organization	Role	Tenure	Notes
Coterra Energy Inc.	Director	Since Oct 2021	Public E&P; industry adjacency to XPRO’s customer base
South Bow Corporation	Director	Since Oct 2024	Public liquids transportation & storage business
Crestwood Equity Partners LP	Director	Feb 2021 – Nov 2023	Public midstream MLP (acquired by Energy Transfer LP)
Other Public Board Commitments (count)	—	2	Per Board nominee skills matrix for Vallejo

Board Governance

Item	Detail
Independence	Board determined Vallejo has no material relationships with the Company and is independent under NYSE rules
Committee Assignments	Audit Committee member (chair: Lisa L. Troe)
Audit Committee Qualifications	Financially literate under NYSE; Audit Committee meets quarterly and oversees auditors, accounting practices, and compliance
Board & Committee Attendance	In 2024, Board held 6 meetings; Audit 4, Compensation 6, Nominating/Governance 4; each director attended at least 75% of their Board and committee meetings
Gender/Diversity	Vallejo contributes to Board gender diversity; if 2025 slate elected, 3 of 7 directors will be women (42.9%)
Board Elections	Vallejo nominated for election at 2025 AGM (term to 2026 AGM)

Fixed Compensation

Component (2024)	Amount ($)	Notes
Annual Cash Retainer	75,000	Standard non‑employee director cash retainer
Committee Membership Fee (Audit)	12,500	Audit Committee member fee
Total Cash Fees	87,500	Sum of retainer and committee fees
Committee Fee Schedule (for context)	—	Audit: Chair $25,000; Member $12,500. Compensation: Chair $15,000; Member $7,500. Nominating/Gov: Chair $10,000; Member $5,000. Non‑executive Chairman: $100,000

Performance Compensation

Equity Award (2024)	Grant Date	Shares (#)	Grant Date Fair Value ($)	Vesting
RSUs	Jun 1, 2024	7,748	170,069	Not disclosed for directors in proxy

Performance Metrics (Director Equity)	Disclosure
RSU/PSU Metrics	No performance metrics disclosed for director equity; non‑employee director compensation comprised of time‑based RSUs

Other Directorships & Interlocks

Current public boards: Coterra Energy Inc. and South Bow Corporation; prior Crestwood Equity Partners LP .
Total other public board commitments: 2 for Vallejo per skills matrix .
Related‑party transactions: Company reports “Transactions with Directors, Executive Officers and Affiliates—None” for 2024 .

Expertise & Qualifications

Finance/treasury, corporate planning, budgeting, and strategic transactions leadership (ConocoPhillips) .
NACD Certified Director; CERT Certified in Cybersecurity Oversight .
Financially literate for Audit Committee service per NYSE standards .
Education: B.S. Colorado School of Mines; MBA Rice University (Jones Scholar) .

Equity Ownership

Holder	Shares Beneficially Owned	% of Shares Outstanding
Frances M. Vallejo	8,056	<1% (asterisked as less than 1%)

Stock Ownership Guidelines (Directors): Must hold shares equal to 5x annual cash retainer; compliance required within five years of election (or five years from Merger closing, whichever is later) .
Hedging/Pledging: Company policy prohibits pledging and hedging of Company stock and securities .
Clawbacks/Recoupment: Company maintains Compensation Recovery and Recoupment Policies; clawbacks apply to incentive compensation in restatement/misconduct scenarios and RSU agreements include clawback provisions .

Governance Assessment

Independence and audit oversight: Vallejo is independent under NYSE rules and serves on the Audit Committee with financial literacy—supports effective financial oversight and compliance .
Engagement: Directors met at least the 75% attendance threshold amid 6 Board and 4 Audit meetings in 2024—acceptable engagement signal .
Alignment: Director pay mix includes equity RSUs ($170,069) alongside cash ($87,500); Board‑mandated ownership guideline of 5x cash retainer and hedging/pledging prohibitions promote alignment with shareholders .
External commitments and potential conflicts: Vallejo serves on two other public boards in the oil & gas ecosystem (Coterra, South Bow); Company disclosed no related‑party transactions for 2024, mitigating conflict risk .
Shareholder sentiment: Company reports strong say‑on‑pay support (96% approval at 2024 meeting), a positive governance backdrop; though focused on executive pay, it reflects broader investor confidence in governance practices .

RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, or attendance shortfalls; monitor cumulative time commitments across boards and evolving industry interlocks given Vallejo’s sector roles .